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                           PREMIER BANCSHARES, INC.
                          DIRECTORS' STOCK OPTION PLAN


1.  PURPOSE
    -------

     The purpose of the Premier Bancshares, Inc. Directors' Stock Option Plan
(the "Plan") is to provide members of the Board of Directors (the "Board") of
Premier Bancshares, Inc. (the "Corporation") and members of the boards of
directors of its Subsidiaries with the opportunity to defer receipt of all or
part of their compensation as a Director (as defined below) and to acquire or
increase their holdings of the common stock of the Corporation (the "Common
Stock") in order to promote a closer identification of their interests with
those of the Corporation and its shareholders, thereby further stimulating their
efforts to enhance the efficiency, soundness, profitability, growth and
shareholder value of the Corporation.  This purpose will be carried out through
the granting of stock options ("Options") to acquire shares of the Common Stock.
Such Options may be incentive stock options ("Incentive Options") intended to
qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or nonqualified stock options ("Nonqualified Options").

2.  ADMINISTRATION OF THE PLAN
    --------------------------

          (a) The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board and comprised solely of members of the Board.  The
Committee shall include no fewer than the minimum number of "non-employee
directors," as such term is defined in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be
required by Rule 16b-3 or any successor rule.

          (b) Any action of the Committee may be taken by a written instrument
signed by all of the members of the Committee and any action so taken by written
consent shall be as fully effective as if it had been taken by a majority of the
members at a meeting duly called and held.  Subject to the provisions of the
Plan, the Committee shall have full and final authority, in its discretion, to
take action with respect to the Plan including, without limitation, the
authority to (i) to prescribe the form or forms of the agreements evidencing
Options granted under the Plan; (ii) to establish, amend and rescind rules and
regulations for the administration of the Plan; and (iii) to construe and
interpret the Plan, the rules and regulations and the agreements, and to make
all other determinations deemed necessary or advisable for administering the
Plan.

3.   EFFECTIVE DATE
     --------------

          The effective date of the Plan shall be June 15, 1997 (the "Effective
Date").  Options may be granted effective on or after the Effective Date but not
after June 14, 2007.

4.   SHARES OF COMMON STOCK SUBJECT TO THE PLAN
     ------------------------------------------

          Subject to adjustment as provided in Section 10, the shares of Common
Stock that may be issued and sold pursuant to Options granted under the Plan
shall not exceed 150,000 shares
<PAGE>

of authorized but unissued or reacquired shares of the Common Stock of the
Corporation. The Corporation hereby reserves sufficient authorized shares of
Common Stock to provide for the exercise of Options granted hereunder.  Any
shares of Common Stock subject to an Option which, for any reason, expires or is
terminated unexercised as to such shares may again be subject to an Option
granted under the Plan.  No Director may be granted Options in any calendar year
for more than 15,000 shares of Common Stock.

5.   ELIGIBILITY
     -----------

          (a) Options may be granted only to individuals who are members of the
Board of the Corporation or the board of directors of a Subsidiary of the
Corporation at the time of grant.  Such individuals may be employees or non-
employees of the Corporation or a related corporation.  Persons who are eligible
to participate in the Plan are referred to herein individually as a "Director"
and collectively as "Directors," and a Director who elects to participate in the
Plan is referred to herein as a "Participant."

          (b) Notwithstanding the foregoing, the following provisions apply with
respect to the grant of Incentive Options:

          (i) An Incentive Option may only be granted to a person who is an
employee of the Corporation or a related corporation.  For this purpose, an
individual shall be considered to be an "employee" only if there exists between
the individual and the Corporation or a related corporation the legal and bona
fide relationship of employer and employee.  In determining whether such a
relationship exists, the regulations of the United States Treasury Department
relating to the determination of the employment relationship for the purpose of
collection of income tax on wages at the source shall be applied.

          (ii) With respect to the grant of an Incentive Option, the individual
is an employee who does not own, immediately before the time that the Incentive
Option is granted, stock possessing more than ten percent of the total combined
voting power of all classes of stock of the Corporation or a related
corporation; provided, that an individual owning more than ten percent of the
total combined voting power of all classes of stock of the Corporation or a
related corporation may be granted an Incentive Option if the price at which
such Option may be exercised is greater than or equal to 110% of the fair market
value of the shares on the date the Option is granted and the period of the
Option does not exceed five years.  For this purpose, an individual will be
deemed to own stock which is attributed to him under Section 424(d) of the Code.

6.   GRANT OF OPTIONS
     ----------------

     (a) Both Nonqualified Options and Incentive Options may be granted under
the Plan.  If a Director is an employee of the Corporation or a related
corporation on the date of grant of an Option, such Option shall be intended to
be designated as an Incentive Option. If a Director is not an employee of the
Corporation or a related corporation on the date of

                                      -2-
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grant of an Option, such Option shall be treated as a Nonqualified Option.  To
the extent that any Option is designated as an Incentive Option and such Option
does not qualify as an Incentive Option, it shall constitute a Nonqualified
Option.

     (b) A Participant's total compensation for services as a Director shall
consist of a combination of (1) the annual retainer received by such Director
(the "Retainer Fee") and (2) the sum of all meeting fees of the Board,
Subsidiary board and board committee on which such Director serves (the "Meeting
Fees").  Each Participant may elect under the Plan to defer 0%, 50% or 100% of
his Retainer Fee for each calendar year for the application of that amount
toward the grant of Options.  In addition, each Participant may elect under the
Plan to defer 0%, 50% or 100% of his Meeting Fees for each calendar year for the
application of that amount towards the grant of Options.

     (c) Each Participant shall make an irrevocable election in writing to
receive Options in lieu of all or a designated percentage of his Retainer Fee or
Meeting Fees, or both, on or before December 31 of the year preceding the
calendar year for which the Retainer Fees or Meeting Fees apply.

     (d) On July 1 following the beginning of the calendar year for which an
election has been made pursuant to this Section 6, Options shall be granted to
any Participant for the elected portion of his Retainer Fee for that calendar
year.  On that same date, Options shall be granted to any Participant who has so
elected for the elected portion of the Meeting Fees actually earned by the
Participant in the first six-month period of the applicable calendar year.  For
the second six months of the applicable calendar year, Options shall be granted
to Participants for the elected portion of the Meeting Fees actually earned for
the second six months on December 31 of the applicable calendar year.  For
purposes of this Section 6(d), the following rules shall apply in making the
above calculations:

     (i) The elected portion of the Meeting Fees earned in the first six months
of the calendar year shall be defined as the fraction of the Meeting Fees that
the Participant elected to defer, multiplied by the cash attendance fee for each
Board, Subsidiary board and committee meeting, multiplied by the number of such
meetings actually attended by that director in the first six months of the
applicable calendar year; and

     (ii) The elected portion of the Meeting Fees earned in the second six
months of the calendar year shall be defined as the fraction of the Meeting Fees
that the Participant elected to defer, multiplied by the cash attendance fee for
each Board, Subsidiary board and committee meeting, multiplied by the number of
such meetings actually attended in the second six months of the applicable
calendar year.

     (e) For purposes of determining the number of shares to be the subject an
Option granted in accordance with the Plan, the number of shares will be equal
to that number of whole shares of Common Stock that has an aggregate fair market
value on the date of grant closest to, but not in excess of, the combined amount
of elected Retainer Fees and/or Meeting Fees that are applied to the grant of
Options at such time.

                                      -3-
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     (f) Fractional shares of Common Stock shall not be granted under the Plan,
and any remaining amount of elected Retainer Fees and Meeting Fees will be paid
to each Participant in cash as soon as possible after the date or dates Option
grants are made in accordance with the Plan, unless otherwise deferred pursuant
to a plan or arrangement between the Participant and the Corporation.

7.   OPTION PRICE
     ------------

          The price per share at which an Incentive Option may be exercised
shall be equal to the fair market value per share of the Common Stock on the
date the Option is granted.  The price per share at which a Nonqualified Option
may be exercised shall be 85% of the fair market value of the Common Stock on
the date the Option is granted.  The price per share at which an Incentive
Option or Nonqualified Option may be exercised is referred to herein as the
"Option price."  In addition, the following rules shall apply:

     (a) The "fair market value" of the shares shall mean: (i) if the shares of
Common Stock are listed for trading on the American Stock Exchange or the New
York Stock Exchange or included in The Nasdaq National Market, the fair market
value shall be the closing sales price of the shares on the American Stock
Exchange or the New York Stock Exchange or as reported in The Nasdaq National
Market (as applicable) on the date immediately preceding the date the Option is
granted, or, if there is no transaction on such date, then on the trading date
nearest preceding the date the Option is granted for which closing price
information is available; or (ii) if the shares of Common Stock are not listed
or reported in any of the foregoing, then fair market value shall be determined
by the Committee in accordance with the applicable provisions of Section
20.2031-2 of the Federal Estate Tax Regulations, or in any manner consistent
with the Code and accompanying regulations.

     (b) In no event shall there first become exercisable by a Participant in
any one calendar year Incentive Options granted by the Corporation or any
related corporation with respect to shares having an aggregate fair market value
(determined at the time an option is granted) greater than $100,000.

8.   OPTION PERIOD AND OPTION EXERCISE; LIMITATIONS ON THE RIGHT TO EXERCISE
     -----------------------------------------------------------------------
OPTIONS
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     (a) The period during which an Option may be exercised (the "Option
period") shall be ten years from the date on which the Option is granted.  An
Option shall be fully exercisable with respect to the total number of shares of
Common Stock subject to the Option as of the date of grant.  An option or
portion thereof not exercised before the expiration of the Option period shall
terminate.

     (b) An Option may be exercised by giving written notice of at least ten
days to the Committee or its designee at such place as the Committee shall
direct.  Such notice shall specify the number of shares to be purchased pursuant
to an Option and the aggregate purchase price to be paid therefor, and shall be
accompanied by the payment of such purchase price.  Such payment shall be in the
form of (i) cash; (ii) shares owned by the Participant at the time of

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exercise; (iii) shares of common stock withheld upon exercise; (iv) delivery of
a properly executed written notice of exercise to the Corporation and delivery
to a broker of written notice of exercise and irrevocable instructions to
promptly deliver to the Corporation the amount of sale or loan proceeds to pay
the Option price; or (v) any combination of the foregoing methods. Shares
tendered or withheld in payment upon the exercise of an Option shall be valued
at their fair market value on the date of exercise, as determined by the
Committee by applying the provisions of Section 7(a).

     (c) No Option granted to a Participant who was an employee at the time of
grant shall be exercised unless the Participant is, at the time of exercise, an
employee as described in Section 5, and has been an employee continuously since
the date the Option was granted, subject to the following:

     (i) An Option shall not be affected by any change in the terms, conditions
or status of the Participant's employment, provided that the Participant
continues to be an employee of the Corporation or a related corporation.

     (ii) The employment relationship of a Participant shall be treated as
continuing intact for any period that the Participant is on military or sick
leave or other bona fide leave of absence, provided that the period of such
leave does not exceed 90 days, or, if longer, as long as the Participant's right
to reemployment is guaranteed either by statute or by contract.  The employment
relationship of a Participant shall also be treated as continuing intact while
the Participant is not in active service because of disability.  For purposes of
this Section 8(c)(ii), "disability" shall mean the inability of the Participant
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death, or which has lasted or can be expected to last for a continuous period of
not less than twelve months.

     (iii)  If the employment of a Participant is terminated because of
disability within the meaning of subparagraph (ii), or if the Participant dies
while he is an employee or dies after the termination of his employment because
of disability, the Option may be exercised only to the extent exercisable on the
date of the Participant's termination of employment or death while employed (the
"termination date"), except that the Committee may in its discretion accelerate
the date for exercising all or any part of the Option which was not otherwise
exercisable on the termination date.  The Option must be exercised, if at all,
prior to the first to occur of the following, whichever shall be applicable:
(A) the close of the period of twelve months next succeeding the termination
date; or (B) the close of the Option period.  In the event of the Participant's
death, such Option shall be exercisable by such person or persons as shall have
acquired the right to exercise the Option by will or by the laws of intestate
succession.

     (iv) If the employment of the Participant is terminated for any reason
other than disability (as defined in subparagraph (ii)) or death or for "cause,"
his Option may be exercised to the extent exercisable on the date of such
termination of employment, except that the Committee may in its discretion
accelerate the date for exercising all or

                                      -5-
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any part of the Option which was not otherwise exercisable on the date of such
termination of employment.  The Option must be exercised, if at all, prior to
the first to occur of the following, whichever shall be applicable:  (A) the
close of the period of 90 days next succeeding the termination date; or (B) the
close of the Option period.  If the Participant dies following such termination
of employment and prior to the earlier of the dates specified in (A) or (B) of
this subparagraph (iv), the Participant shall be treated as having died while
employed under subparagraph (iii) immediately preceding (treating for this
purpose the Participant's date of termination of employment as the termination
date).  In the event of the Participant's death, such Option shall be
exercisable by such person or persons as shall have acquired the right to
exercise the Option by will or by the laws of intestate succession.

     (v) If the employment of the Participant is terminated for "cause," his
Option shall lapse and no longer be exercisable as of the effective time and
date of his termination of employment as determined by the Committee.  For
purposes of this subparagraph (v) and subparagraph (iv), the Participant's
termination shall be for "cause" if such termination results from the
Participant's (A) dishonesty; (B) refusal to perform his duties for the
Corporation; or (C) engaging in conduct that could be materially damaging to the
Corporation without a reasonable good faith belief that such conduct was in the
best interest of the Corporation.  The determination of "cause" shall be made by
the Committee and its determination shall be final and conclusive.

     (vi) Notwithstanding the foregoing, the Committee shall have authority, in
its discretion, to extend the period during which an Option may be exercised;
provided that, in the event that any such extension shall cause an Incentive
Option to be designated as a Nonqualified Option, no such extension shall be
made without the prior written request and consent of the Optionee.

     (d) No Option granted to a Participant who was not an employee of the
Corporation or a related corporation at the time of grant shall be exercised
unless the Participant either (i) is, at the time of exercise, a Director and
has been a Director continuously since the date the Option was granted, or (ii)
was, within 90 days prior to the time of exercise, a Director and, prior to such
termination of service as a Director, had been a Director continuously since the
date the Option was granted; provided, that if the Participant's service as a
Director is terminated because of death, such Option shall be exercisable by
such person or persons who shall have acquired the right to exercise the Option
by will or the laws of intestate succession, and such Option shall be
exercisable at any time prior to the earlier of (A) the close of the Option
period, or (B) the close of the period ending twelve months from the date of
death of the Participant.  Notwithstanding the foregoing, the Committee may, in
its discretion, extend the period during which an Option may be exercised upon
written request of an Optionee.

     (e) A Participant or his legal representative, legatees or distributees
shall not be deemed to be the holder of any shares subject to an Option unless
and until certificates for such shares are issued to him or them under the Plan.

     (f) Nothing in the Plan shall confer upon the Director any right to
continue in the service of the Corporation or a related corporation as an
employee or member of the Board or the board of a Subsidiary, or to interfere in
any way with the right of the Corporation or a related corporation to terminate
the Director's service or employment at any time.


9.   NONTRANSFERABILITY OF OPTIONS AND SHARES
     ----------------------------------------

     Incentive Options granted pursuant to the Plan shall not be transferable
(including by pledge or hypothecation) other than by will or the laws of
intestate succession or pursuant to a qualified domestic relations order, as

                                      -6-
<PAGE>

defined by the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or the rules thereunder.  Nonqualified Options
granted pursuant to the Plan shall not be transferable (including by pledge or
hypothecation) other than by will or the laws of intestate succession or
pursuant to a qualified domestic relations order, as defined by the Code or
Title I of ERISA or the rules thereunder, except as may be permitted by the
Committee in a manner consistent with the registration provisions of the
Securities Act of 1933, as amended (the "Securities Act").  An Option shall be
exercisable during the Optionee's lifetime only by him.  To the extent required
by Section 16 of the Exchange Act, shares acquired upon the exercise of an
Option shall not, without the consent of the Committee, be transferable
(including by pledge or hypothecation) until the expiration of six months after
the date the Option was granted.

10.  DILUTION OR OTHER ADJUSTMENTS
     -----------------------------

     If there is any change in the outstanding shares of Common Stock of the
Corporation as a result of a merger, consolidation, reorganization, stock
dividend, stock split distributable in shares, or other change in the capital
stock structure of the Corporation, the Committee shall make such adjustments to
Options,  to the number of shares reserved for issuance and issuable under the
Plan, and to any provisions of this Plan as the Committee deems equitable to
prevent dilution or enlargement of Options or otherwise advisable to reflect
such change.

11.  WITHHOLDING
     -----------

     The Corporation shall require any recipient of shares pursuant to the
exercise of a Nonqualified Option to pay to the Corporation in cash the amount
of any tax or other amount required by any governmental authority to be withheld
and paid over by the Corporation to such authority for the account of such
Optionee.  Notwithstanding the foregoing, the Optionee may satisfy such
obligation in whole or in part, and any other local, state or federal income tax
obligations relating to the exercise of a Nonqualified Option, by electing (the
"Election") to have the Corporation withhold shares of Common Stock from the
shares to which the Optionee is entitled.  The number of shares to be withheld
shall have a fair market value (determined in accordance with Section 7) as of
the date that the amount of tax to be withheld is determined (the "Tax Date") as
nearly equal as possible to (but not exceeding) the amount of such obligations
being satisfied.  Each Election must be made in writing to the Committee prior
to the Tax Date.

12.  CERTAIN DEFINITIONS
     -------------------

     For purposes of the Plan, the following terms shall have the meaning
indicated:

     (a) "Related corporation" means any parent, subsidiary or predecessor of
the Corporation.

          (b) "Parent" or "parent corporation" shall mean any corporation (other
than the Corporation) in an unbroken chain of corporations ending with the
Corporation if, at the time that the Option is granted, each corporation other
than the Corporation owns stock possessing fifty percent or more of the total
combined voting power of all classes of stock in another corporation in the
chain.

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     (c) "Subsidiary" or "subsidiary corporation" means any corporation (other
than the Corporation) in an unbroken chain of corporations beginning with the
Corporation if, at the time that the Option is granted, each corporation other
than the last corporation in the unbroken chain owns stock possessing fifty
percent or more of the total combined voting power of all classes of stock in
another corporation in the chain.

     (d) "Predecessor" or "predecessor corporation" means a corporation which
was a party to a transaction described in Section 424(a) of the Code (or which
would be so described if a substitution or assumption under that Section had
occurred) with the Corporation, or a corporation which is a parent or subsidiary
of the Corporation, or a predecessor of any such corporation.

     In general, terms used in the Plan shall, where appropriate, be given the
meaning ascribed to them under the provisions of the Code applicable to
incentive stock Options.

13.  STOCK OPTION AGREEMENT
     ----------------------

     The grant of any Option under the Plan shall be evidenced by the execution
of an agreement (the "Agreement") between the Corporation and the Optionee.
Such Agreement shall set forth the date of grant of the Option, the Option
price, the Option period, the designation of the Option as an Incentive Option
or a Nonqualified Option, and the time or times when and the conditions upon the
happening of which the Option shall become exercisable.  Such Agreement shall
also set forth the restrictions, if any, with respect to which the shares to be
purchased thereunder shall be subject, and such other terms and conditions as
the Committee shall determine which are consistent with the provisions of the
Plan and applicable law and regulations.

14.  RESTRICTIONS ON SHARES
     ----------------------

     The Corporation may impose such restrictions on any shares acquired upon
exercise of Options granted under the Plan as it may deem advisable, including,
without limitation, restrictions necessary to ensure compliance with the
Securities Act, under the requirements of any applicable self-regulatory
organization and under any blue sky or state securities laws applicable to such
shares. The Corporation may cause a restrictive legend to be placed on any
certificate issued pursuant to the exercise of an Option in such form as may be
prescribed from time to time by applicable laws and regulations or as may be
advised by legal counsel to the Corporation.


15.  AMENDMENT OR TERMINATION
     ------------------------

     The Plan may be amended or terminated at any time by action of the Board;
provided, that:

     (a) Any amendment which would  (i) materially increase the aggregate number
of shares which may be issued under the Plan (other than changes as described in
Section 10), or (ii) materially change the requirements for eligibility to
receive Options under the Plan shall be made only with the approval of the
shareholders of the Corporation.

                                      -8-
<PAGE>

     (b) No outstanding Option shall be amended or terminated (i) without the
consent of the Optionee if such amendment or termination would adversely affect
the Optionee's rights with respect to such Option; and (ii) if the Option is an
Incentive Option, without the opinion of legal counsel to the Corporation that
such amendment or termination will not constitute a "modification" within the
meaning of Section 424 of the Code if the Committee determines such an opinion
is necessary.

16.  APPLICABLE LAW
     --------------

     Except as otherwise provided herein, the Plan shall be construed and
enforced according to the laws of the State of Georgia.

17.  SECTION 16(B) COMPLIANCE
     ------------------------

     To the extent that participants in the Plan are subject to Section 16(b) of
the Exchange Act, it is the intention of the Corporation that transactions under
the Plan shall comply with Rule 16b-3 under the Exchange Act and, if any Plan
provision is later found not to be in compliance with Section 16 of the Exchange
Act, the provision shall be deemed null and void, and in all events the Plan
shall be construed in favor of Plan transactions meeting the requirements of
Rule 16b-3 or successor rules applicable to the Plan.

18.  SHAREHOLDER APPROVAL
     --------------------

     The Plan is subject to the approval of the shareholders of the Corporation,
which approval must occur, if at all, within twelve months of the effective date
of the Plan.  All Incentive Options granted prior to shareholder approval shall
be conditioned upon such approval, and no Incentive Option shall be exercisable
prior to such approval.

                                      -9-
<PAGE>

          IN WITNESS WHEREOF, this Premier Bancshares, Inc. Directors' Stock
Option Plan has been executed in behalf of the Corporation effective as of the
__ day of __________, 1997.


                              PREMIER BANCSHARES, INC.



                              By: /s/ Darrell D. Pittard
                                 ----------------------------
                                    Darrell D. Pittard
                                    Chairman of the Board and
                                    Chief Executive Officer

Attest:


--------------------------
Secretary

[Corporate Seal]

                                      -10-