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                                                                    EXHIBIT 10.2



















                      THE PB FINANCIAL SERVICES CORPORATION
                   1998 OUTSIDE DIRECTOR STOCK INCENTIVE PLAN







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                                TABLE OF CONTENTS
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                                                                                                               PAGE

<S>     <C>                                                                                                    <C>
SECTION 1  DEFINITIONS............................................................................................1
   1.1   DEFINITIONS..............................................................................................1

SECTION 2  GENERAL PROVISIONS.....................................................................................2
   2.1   THE PURPOSE OF THE PLAN..................................................................................2
   2.2   STOCK SUBJECT TO THE PLAN................................................................................2
   2.3   ADMINISTRATION OF THE PLAN...............................................................................2
   2.4   ELIGIBILITY..............................................................................................2

SECTION 3  OPTION AWARDS..........................................................................................2
   3.1   GENERAL..................................................................................................2
   3.2   OPTION AWARDS............................................................................................2
   3.3   EXERCISE AND PAYMENT OF OPTION AWARDS....................................................................2
   3.4   NON-TRANSFERABILITY......................................................................................3

SECTION 4  MISCELLANEOUS PROVISIONS...............................................................................3
   4.1   CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION...........................................................3
   4.2   RIGHT TO REMOVE DIRECTOR.................................................................................3
   4.3   RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS.....................................................3
   4.4   NON-ALIENATION OF BENEFITS...............................................................................4
   4.5   TERMINATION AND AMENDMENT OF THE PLAN....................................................................4
   4.6   CHOICE OF LAW............................................................................................4
   4.7   EFFECTIVE DATE OF PLAN...................................................................................4
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                      THE PB FINANCIAL SERVICES CORPORATION
                   1998 OUTSIDE DIRECTOR STOCK INCENTIVE PLAN

                              SECTION 1 DEFINITIONS

         1.1 Definitions. Whenever used herein, the masculine pronoun shall be
deemed to include the feminine, and the singular to include the plural, unless
the context clearly indicates otherwise, and the following capitalized words and
phrases are used herein with the meaning thereafter ascribed:

                  (a)      "Board of Directors" means the board of directors of
the Company.

                  (b)      "Code" means the Internal Revenue Code of 1986, as
amended.

                  (c)      "Committee" means a committee of the Board of
Directors or, in lieu of the designation of any such committee, the Board of
Directors.

                  (d) "Company" means The PB Financial Services Corporation, a
Georgia corporation.

                  (e)      "Director" means a member of the Board of Directors.

                  (f)      "Disability" means that condition described in Code
Section 22(e)(3), as amended from time to time. In the event of a dispute, the
determination of Disability shall be made by the Board of Directors and shall be
supported by advice of a physician competent in the area to which such
Disability relates.

                  (g)      "Eligible Director" means a Director who is not an
Employee.

                  (h)      "Employee" means any person who is employed by the
Company or an affiliate for purposes of the Federal Insurance Contributions Act.

                  (i)      "Fair Market Value" refers to the determination of
the value of a share of Stock. If the Stock is actively traded on any national
securities exchange or any Nasdaq quotation or market system, Fair Market Value
shall mean the closing price at which shares of Stock shall have been sold on
the most recent trading date immediately prior to the date of determination, as
reported by any such exchange or system selected by the Committee on which the
shares of Stock are then traded. If the shares of Stock are not actively traded
on any such exchange or system, Fair Market Value shall mean the arithmetic mean
of the bid and asked prices for the shares of Stock on the most recent trading
date or dates within a reasonable period prior to the determination date as
reported by such exchange or system. If there are no bid and asked prices within
a reasonable period or if the shares of Stock are not traded on any exchange or
system as of the determination date, Fair Market Value shall mean the fair
market value of a share of Stock as determined by the Committee taking into
account such facts and circumstances deemed to be material by the Committee to
the value of the Stock in the hands of the Eligible Director.

                  (j)      "Option" means a non-qualified stock option granted
under the Plan to buy shares of Stock as set forth in Plan Section 3.

                  (k)      "Option Exercise Price" refers to the per share
purchase price for Stock subject to each Option granted under Section 3 and that
per share purchase price shall be one hundred percent (100%) of the Fair Market
Value of the Stock as of the date the Option is granted.

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                  (l)      "Plan" means The PB Financial Services Corporation
1998 Outside Director Stock Incentive Plan.

                  (m)      "Stock" means the Company's common stock, $5.00 par\
value.

                  (n)      "Stock Option Agreement" means an agreement between
the Company and an Eligible Director or other documentation evidencing an award
of an Option.

                          SECTION 2 GENERAL PROVISIONS

         2.1      The Purpose of the Plan. The Plan is intended to provide
incentive to Eligible Directors to stimulate their efforts toward the success of
the Company and to manage the business of the Company in a manner that will
provide for the long-term growth and profitability of the Company. Accordingly,
the Plan is intended to promote a close identity of interests among the Company,
Eligible Directors and its stockholders, as well as to provide a means to retain
well-qualified directors.

         2.2      Stock Subject to the Plan. Subject to adjustment in accordance
with Section 4.1, 157,612 shares of Stock (the "Maximum Plan Shares") are hereby
reserved exclusively for issuance pursuant to Options. At no time shall the
aggregate of (a) shares of Stock issuable pursuant to outstanding Options; and
(b) shares of Stock issued pursuant to Options exceed the Maximum Plan Shares.
If an Option expires or terminates for any reason without being exercised in
full, the unpurchased shares subject to such Option shall again be available for
purposes of the Plan.

         2.3      Administration of the Plan. The Plan shall be administered by
the Committee. Subject to the provisions of the Plan, the Committee shall have
full and conclusive authority to interpret the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of the respective Stock Option Agreements consistent with the
provisions of the Plan and to make all other determinations necessary or
advisable for the proper administration of the Plan. The Committee's decisions
shall be final and binding on all Eligible Directors.

         2.4      Eligibility. Only Eligible Directors are eligible to receive
awards pursuant to Section 3.2.

                            SECTION 3 OPTION AWARDS

         3.1      General. Each Option contemplated by this Section 3 shall be
evidenced by a Stock Option Agreement which shall incorporate the applicable
terms of the Plan. The terms of each Stock Option Agreement shall provide: (a)
that the per share purchase price for each share of Stock subject to the Option
shall be the Option Exercise Price; and (b) that the Option shall expire upon
the earlier of the tenth (10th) anniversary following the date of grant or sixty
(60) days from the date the Director ceases to serve upon the Board of Directors
and the board of directors of any affiliate for any reason.

         3.2      Option Awards. Each Eligible Director shall be granted an
Option to purchase shares of Stock at such time and upon such terms as
determined by the Board of Directors in its sole discretion.

         3.3      Exercise and Payment of Option Awards. All Options may be
exercised to the extent vested. All Options may be exercised only by written
notice to the Company. Payment for all shares of Stock purchased pursuant to
exercise of an Option shall be made (a) in cash; (b) by delivery to the Company
of a number of shares of Stock which have been beneficially owned by the
Eligible Director for at least six (6) months prior to the date of exercise
having an aggregate Fair Market Value of not less than the product of the
exercise price multiplied by the number of shares the Eligible Director intends
to purchase upon exercise of the Option on the date of delivery; or (c) to the
extent available, in a cashless exercise through a broker. Payment shall be made
at the time that the Option or any part thereof is

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exercised, and no shares shall be issued or delivered upon exercise of an Option
until full payment has been made by the Eligible Director. The holder of an
Option, as such, shall have none of the rights of a stockholder.

         3.4      Non-Transferability. An Option shall not be transferable or
assignable except by will or by the laws of descent and distribution and shall
be exercisable, during the Eligible Director's lifetime, only by the Eligible
Director, or in the event of the Eligible Director's Disability, by his or her
legal representative.

                       SECTION 4 MISCELLANEOUS PROVISIONS

         4.1      Changes in Capitalization; Merger; Liquidation

                  (a)      The number of shares of Stock reserved with respect
to Options that may be granted under the Plan, the number of shares of Stock
reserved for issuance upon the exercise of each outstanding Option, and the
exercise price of each outstanding Option shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Stock resulting from
a subdivision or combination of shares or the payment of an ordinary stock
dividend in shares of Stock to holders of outstanding shares of Stock or any
other increase or decrease in the number of shares of Stock outstanding effected
without receipt of consideration by the Company.

                  (b)      If the Company shall be the surviving corporation in
any merger or consolidation, extraordinary dividend (including a spin-off),
reorganization or other change in the corporate structure of the Company or its
Stock, an appropriate adjustment shall be made in each Stock Option Agreement
such that the Eligible Director shall be entitled to purchase or receive the
number and class of securities to which a holder of the number of shares of
Stock subject to the Stock Option Agreement at the time of such transaction
would have been entitled to receive as a result of such transaction, and a
corresponding adjustment shall be made in the exercise price of each outstanding
Option. A dissolution or liquidation of the Company shall cause Options to
terminate as to any portion thereof not exercised as of the effective date of
the dissolution or liquidation. In the event of a sale of substantially all the
Stock or property of the Company or the merger or consolidation of the Company
into another corporation where the survivor does not agree to the assumption of
the Options, each Option shall be terminated in consideration of the payment to
the Eligible Directors of the difference between the then Fair Market Value of
the Stock subject to the unexercised portion of the Option and the aggregate
Option Exercise Price.

                  (c)      The existence of the Plan and the Options granted
pursuant to the Plan shall not affect in any way the right or power of the
Company to make or authorize any adjustment, reclassification, reorganization or
other change in its capital or business structure, any merger or consolidation
of the Company, any issue of debt or equity securities having preferences or
priorities as to the Stock or the rights thereof, the dissolution or liquidation
of the Company, any sale or transfer of all or any part of its business or
assets, or any other corporate act or proceeding.

         4.2      Right to Remove Director. Nothing in the Plan or in any
Stock Option Agreement shall confer upon any Eligible Director the right to
continue as a member of the Board of Directors or affect the right of the
Company or any affiliate to terminate an Eligible Director's directorship at any
time.

         4.3      Restrictions on Delivery and Sale of Shares; Legends. Each
Option is subject to the condition that if at any time the Committee, in its
discretion, shall determine that the listing, registration or qualification of
the shares of Stock covered by such Option upon any securities exchange or under
any state or federal law is necessary or desirable as a condition of or in
connection with the granting of such Option or the purchase or delivery of
shares of Stock thereunder, the delivery of any or all shares pursuant to such

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Option may be withheld unless and until such listing, registration or
qualification shall have been effected. If a registration statement is not in
effect under the Securities Act of 1933 or any applicable state securities laws
with respect to the shares of Stock purchasable or otherwise deliverable under
Options then outstanding, the Eligible Director shall, as a condition of
exercise of any Option or as a condition to any other delivery of Stock pursuant
to an Option, represent, in writing, that the shares received pursuant to the
Option are being acquired for investment and not with a view to distribution and
agree that the shares will not be disposed of except pursuant to an effective
registration statement, unless the Company shall have received an opinion of
counsel satisfactory to the Company that such disposition is exempt from such
requirement under the Securities Act of 1933 and any applicable state securities
laws. The Company may include on certificates representing shares of Stock
delivered pursuant to an Option such legends referring to the foregoing
representations or restrictions or any other applicable restrictions on resale
as the Company, in its discretion, shall deem appropriate.

         4.4      Non-alienation of Benefits Other than as specifically provided
with regard to the death of an Eligible Director, no benefit under the Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge; and any attempt to do so shall be
void. No such benefit shall, prior to receipt by the Eligible Director, be in
any manner liable for or subject to the debts, contracts, liabilities,
engagements or torts of the Eligible Director.

         4.5      Termination and Amendment of the Plan. The Board of Directors
at any time may amend or terminate the Plan without stockholder approval;
provided, however, that the Board of Directors may condition any amendment on
the approval of stockholders of the Company if such approval is necessary or
advisable with respect to tax, securities or other applicable laws. No
termination, modification or amendment of the Plan, without the consent of an
Eligible Director who has been awarded an Option shall adversely affect the
rights of that Eligible Director under such Option.

         4.6      Choice of Law. The laws of the State of Georgia shall govern
the Plan, to the extent not preempted by federal law.

         4.7      Effective Date of Plan. The Plan shall become effective as of
December 14, 1998.

         IN WITNESS WHEREOF, the Company has caused this Plan to be executed as
of December 14, 1998.

                             THE PB FINANCIAL SERVICES CORPORATION

                                   By:
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                                   Print Name:
                                              --------------------------------
[CORPORATE SEAL]
                                   Title:
                                         --------------------------------------

ATTEST:

--------------------------------

Print Name:
           ----------------------
Secretary



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