<PAGE>

                            PREMIER BANCSHARES, INC.

                             1997 STOCK OPTION PLAN
<PAGE>

                            PREMIER BANCSHARES, INC.
                             1997 STOCK OPTION PLAN


1.  PURPOSE
    -------

     The purpose of the Premier Bancshares, Inc. 1997 Stock Option Plan (the
"Plan") is to encourage and enable selected key employees, independent
contractors, consultants and advisors in the service of Premier Bancshares, Inc.
(the "Corporation") or its related corporations to acquire or to increase their
holdings of 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 incentive
stock options ("Incentive Options") intended to qualify under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"),  and nonqualified stock
options ("Nonqualified Options").  Incentive Options and Nonqualified Options
shall be referred to herein collectively as "Options."  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.

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

     (a) The Plan shall be administered by a committee (the "Committee")
appointed by the Board of Directors of the Corporation (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 held and called. Subject to the provisions of the
Plan, the Committee shall have full and final authority, in its discretion, to
take any action with respect to the Plan including, without limitation, the
following: (i) to determine the individuals to receive Options, the nature of
each Option as an Incentive Option or a Nonqualified Option, the times when
Options shall be granted, the number of shares to be subject to each Option, the
Option price (determined in accordance with Section 6), the Option period, the
time or times when each Option shall be exercisable and the other terms,
conditions, restrictions and limitations of an Option; (ii) to prescribe the
form or forms of the agreements evi dencing any Options granted under the Plan;
(iii) to establish, amend and rescind rules and regulations for the
administration of the Plan; and (iv) to construe and interpret the Plan, the
rules and regulations, and the agreements evidencing Options granted under the
Plan, and to make all other determinations deemed necessary or advisable for
administering the Plan.  In addition, the Committee shall have complete
authority, in its discretion, to accelerate the date that any Option which is
not otherwise exercisable shall become exercisable in whole or in part, without
any obligation to accelerate such date with respect to any other Option granted
to any person.
<PAGE>

     (c) Notwithstanding Section 2(b), and subject to the terms of the Plan
herein, the Committee may delegate to the Chief Executive Officer of the
Corporation the authority to grant Options, and to make any or all of the
determinations reserved for the Committee in the Plan and summarized in Section
2(b) with respect to Options that have been granted, to any individual who, at
the time of such grant or other determination, (i) is not an officer or director
of the Corporation subject to Section 16 of the Exchange Act and (ii) is
otherwise eligible to participate in the Plan under Section 5.

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

     The effective date of the Plan shall be the June 15, 1997.  Options may be
granted under the Plan on and after the effective date, but not after June 14,
2007.

4.  OPTIONS; SHARES OF STOCK SUBJECT TO THE PLAN
    --------------------------------------------

     Both Incentive Options and Nonqualified Options, as designated by the
Committee, may be granted under the Plan. Subject to adjustment as provided in
Section 10, the shares of Common Stock that may be issued and sold pursuant to
Options shall not exceed in the aggregate 750,000 shares 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 Optionee may be granted Options in any calendar year for more than
75,000 shares of Common Stock (subject to adjustment as provided in Section 10).

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

     An Option may be granted only to an individual who satisfies the following
eligibility requirements on the date the Option is granted:

     (a) The individual is either (i) a key employee of the Corporation or a
related corporation or (ii) an independent contractor, consultant or advisor
(collectively, "independent contractors") providing services to the Corporation
or a related corporation.  Directors of the Corporation or a related corporation
who are otherwise eligible to participate in the Plan may be granted Options
under the Plan.  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.

     Also, for this purpose, a "key employee" is an employee of the Corporation
or a related corporation whom the Committee determines qualifies as a key
employee based on the

                                       2
<PAGE>

nature and extent of such employee's duties, responsibilities, personal
capabilities, performance and potential, or any combination of such factors.

     (b) Notwithstanding the foregoing, the Committee shall also have authority,
in its discretion, to grant Options to non-employees or non-key employees in
connection with a merger, reorganization or other business combination involving
the Corporation or a related corporation.

     (c) 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 Option period 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.

     (d) The individual, being otherwise eligible under this Section 5, is
selected by the Committee as an individual to whom an Option shall be granted
(an "Optionee").

6.  OPTION PRICE
    ------------

     The price per share at which an Option may be exercised (the "Option
price") shall be established by the Committee at the time the Option is granted
and shall be set forth in the terms of the agreement evidencing the grant of the
Option; provided, that in the case of an Incentive Option, the Option price
shall be equal to or greater than the fair market value per share of the Common
Stock on the date the Option is granted.   In addition, the following rules
shall apply:

     (a) An Incentive Option shall be considered to be granted on the date that
the Committee acts to grant the Option, or on any later date specified by the
Committee as the date of grant of the Option.  A Nonqualified Option shall be
considered to be granted on the date the Committee acts to grant the Option or
any other date specified by the Committee as the date of grant of the Option.

     (b) The fair market value of the shares shall be determined in good faith
by the Committee in accordance with the following provisions: (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 other manner
consistent with the Code and accompanying regulations.

                                       3
<PAGE>

     (c) In no event shall there first become exercisable by the Optionee in any
one calendar year incentive stock 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.

7.  OPTION PERIOD AND LIMITATIONS ON THE RIGHT TO
    ---------------------------------------------
     EXERCISE OPTIONS
     ----------------

     (a) The period during which an Option may be exercised (the "Option
period") shall be determined by the Committee when the Option is granted and
shall not extend more than ten years from the date on which the Option is
granted.  An Option shall be exercisable on such date or dates, during such
period, for such number of shares, and subject to such conditions as shall be
determined by the Committee and set forth in the agreement evidencing such
Option, subject to the right of the Committee to accelerate the time when
Options may be exercised.  Any 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 of Common Stock owned by the Optionee at the time
of 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 6(b).

     (c) No Option granted to an Optionee who was an employee at the time of
grant shall be exercised unless the Optionee is, at the time of exercise, an
employee as described in Section 5(a), 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 Optionee's employment, provided that the Optionee continues to
be an employee of the Corporation or a related corporation.

     (ii) The employment relationship of an Optionee shall be treated as
continuing intact for any period that the Optionee is on military or sick leave
or other bona fide leave of absence, provided that the period of such leave does
not exceed ninety days, or, if longer, as long as the Optionee's right to
reemployment is guaranteed either by statute or by contract.  The employment
relationship of an Optionee shall also be treated as continuing intact while the
Optionee is not in active service because of disability. For purposes of this
Section 7(c)(ii), "disability" shall mean the inability of the Optionee to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in

                                       4
<PAGE>

death, or which has lasted or can be expected to last for a continuous period of
not less than twelve months. The Committee shall determine whether an Optionee
is disabled within the meaning of this paragraph.

     (iii)  If the employment of an Optionee is terminated because of disability
within the meaning of subparagraph (ii), or if the Optionee 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
Optionee'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 Optionee'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 Optionee 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 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
Optionee dies following such termination of employment and prior to the earlier
of the dates specified in (A) or (B) of this subparagraph (iv), the Optionee
shall be treated as having died while employed under subparagraph (iii)
immediately preceding (treating for this purpose the Optionee's date of
termination of employment as the termination date).  In the event of the
Optionee'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 Optionee is terminated for "cause," his Option
shall lapse and no longer be exercisable as of the effective time of his
termination of employment, as determined by the Committee.  For purposes of this
subparagraph (v) and subparagraph (iv), the Optionee's termination shall be for
"cause" if such termination results from the Optionee'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) An Option granted to an Optionee who was an independent contractor of
the Corporation or a related corporation at the time of grant (and who does not
thereafter become an employee, in which case he shall be subject to the
provisions of Section 7(c) herein) may be exercised only to the extent
exercisable on the date of the Optionee's termination of service to the
Corporation or a related corporation (unless the termination was for cause), and

                                       5
<PAGE>

must be exercised, if at all, prior to the first to occur of the following, as
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 services of such
an Optionee are terminated for cause (as defined in Section 7(c)(v) herein), his
Option shall lapse and no longer be exercisable as of the effective time of his
termination of services, as determined by the Committee.  Notwithstanding the
foregoing, the Committee may in its discretion accelerate the date for
exercising all or any part of an Option which was not otherwise exercisable on
the termination date or extend the Option period, or both.

     (e) An Optionee 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 Optionee any right to
continue in the service of the Corporation or a related corporation as an
employee or independent contractor, as the case may be, or to interfere in any
way with the right of the Corporation or a related corporation to terminate the
Optionee's service at any time.

     8.  CHANGE OF CONTROL
         -----------------

     (a) Except as provided in Section 8(b) herein, in the event of a Change of
Control (as defined in Section 8(c) herein), all Options outstanding as of the
date of such Change of Control shall become fully exercisable, whether or not
then otherwise exercisable.

     (b) Notwithstanding the foregoing, in the event of a merger, share
exchange, reorganization or other business combination affecting the Corporation
or a related corporation, the Committee may, in its sole and absolute
discretion, determine that any or all Options granted pursuant to the Plan shall
not become exercisable on an accelerated basis, if the Board of Directors or the
surviving or acquiring corporation, as the case may be, shall have taken such
action, including but not limited to the assumption of Options granted under the
Plan or the grant of substitute options or awards, as in the opinion of the
Committee is equitable or appropriate to protect the rights and interests of
participants under the Plan.  For the purposes herein, the Committee authorized
to make the determinations provided for in this Section 8(b) shall be appointed
by the Board of Directors, two-thirds of the members of which shall have been
Directors of the Corporation prior to the merger, share exchange, reorganization
or other business combination affecting the Corporation or a related
corporation.

     (c) For the purposes herein, as "Change of Control" shall be deemed to have
occurred on the earliest of the following dates:

     (i) The date any entity or person shall have become the beneficial owner
of, or shall have obtained voting control over, thirty percent (30%) or more of
the outstanding Common Stock of the Corporation;

     (ii) The date the shareholders of the Corporation approve a definitive
agreement (A) to merge or consolidate the Corporation with or into another
corporation, in which the Corporation is not the continuing or surviving
corporation or pursuant to which any shares of Common Stock of the Corporation
would be converted into cash, securities or other property of another

                                       6
<PAGE>

corporation, other than a merger of the Corporation in which holders of Common
Stock immediately prior to the merger have the same proportionate ownership of
Common Stock of the surviving corporation immediately after the merger as
immediately before, or (B) to sell or otherwise dispose of all or substantially
all the assets of the Corporation; or

     (iii)  The date there shall have been a change in a majority of the Board
of Directors of the Corporation within a twelve-month period unless the
nomination for election by the Corporation's shareholders of each new director
was approved by the vote of two-thirds of the directors then still in office who
were in office at the beginning of the twelve-month period.

For the purposes herein, the term "person" shall mean any individual,
corporation, partnership, group, association or other person, as such term is
defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than
the Corporation, a subsidiary of the Corporation or any employee benefit plan(s)
sponsored or maintained by the Corporation or any subsidiary thereof, and the
term "beneficial owner" shall have the meaning given the term in Rule 13d-3
under the Exchange Act.

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
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 an 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.

                                       7
<PAGE>

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 an 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 6(b)) 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.

     (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.

                                       8
<PAGE>

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.

     (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. 1997 Stock Option Plan,
is, by the authority of the Board of Directors of the Corporation, executed in
behalf of the Corporation, 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
<PAGE>

                            PREMIER BANCSHARES, INC.
                             1997 STOCK OPTION PLAN
                          (EMPLOYEE OPTION AGREEMENT)


     THIS AGREEMENT (the "Agreement"), made the ______ day of ____________,
____, between PREMIER BANCSHARES, INC., a Georgia corporation (the
"Corporation"), and __________________________, an employee of the Corporation
or a related corporation (the "Optionee");

                               R E C I T A L S :
                               - - - - - - - -

     In furtherance of the purposes of the Premier Bancshares, Inc. 1997 Stock
Option Plan, as it may be hereafter amended (the "Plan"), the Corporation and
the Optionee hereby agree as follows:

     1.   The rights and duties of the Corporation and the Optionee under this
Agreement shall in all respects be subject to and governed by the provisions of
the Plan, a copy of which is delivered herewith or has been previously provided
to the Optionee and the terms of which are incorporated herein by reference.

     2.   The Corporation hereby grants to the Optionee pursuant to the Plan, as
a matter of separate inducement and agreement in connection with his employment
or service to the Corporation, and not in lieu of any salary or other
compensation for his services, the right and Option (the "Option") to purchase
all or any part of an aggregate of _______________ (_________) shares (the
"shares") of the Common Stock of the Corporation, at the purchase price of
_____________________________ ($__________) per share.  The Option to purchase
_____________ (_____) of the shares shall be designated as an Incentive Option.
The Option to purchase ________________ (_____) of the shares shall be
designated 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 be treated as a Nonqualified Option.  Except as
otherwise provided in the Plan, the Option will expire if not exercised in full
before ______________, ________.

     3.   The Option shall become exercisable on the date or dates set forth on
Schedule A attached hereto.  To the extent that an Option which is exercisable
is not exercised, such Option shall accumulate and be exercisable by the
Optionee in whole or in part at any time prior to expiration of the Option.  The
minimum number of shares that may be purchased under the Option at one time
shall be ten (10).  Upon the exercise of an Option in whole or in part, the
Optionee shall pay the Option price to the Corporation in accordance with the
provisions of Section 7 of the Plan, and the Corporation shall as soon
thereafter as practicable deliver to the Optionee a certificate or certificates
for the shares purchased.

     4.   Nothing contained in this Agreement or the Plan shall require the
Corporation or a related corporation to continue to employ the Optionee for any
particular period of time, nor shall it require the Optionee to remain in the
employ of the Corporation or such related corporation for any particular period
of time.  Except as otherwise expressly provided in the Plan, all rights of the
Optionee under the Plan with respect to the unexercised portion of his Option
shall terminate upon termination of the employment of the Optionee with the
Corporation or a related corporation.
<PAGE>

     5.   To the extent that this Option is designated as an Incentive Option,
the Option 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 Internal Revenue Code of
1986, as amended (the "Code"), or Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or the rules thereunder).  To the
extent that this Option is designated as a Nonqualified Option, the Option 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, Title I of ERISA or the rules thereunder), except
as may be permitted pursuant to the Plan.  This Option shall be exercisable
during the Optionee's lifetime only by the Optionee.

     6.   This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective executors, administrators, next-of-kin,
successors and assigns.

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

     IN WITNESS WHEREOF, this Agreement has been executed in behalf of the
Corporation and by the Optionee on the day and year first above written.


                              PREMIER BANCSHARES, INC.


                              By:____________________________________________
                              Name:__________________________________________
                              Title:_________________________________________

Attest:


______________________________
Secretary

[Corporate Seal]

                              OPTIONEE


                               ________________________________________(SEAL)



                                       2
<PAGE>

                            PREMIER BANCSHARES, INC.
                             1997 STOCK OPTION PLAN
                          (EMPLOYEE OPTION AGREEMENT)

                                   SCHEDULE A



Date Option granted: __________________, 19__.
Date Option expires: __________________, 19__.
Number of shares subject to Option: _______ shares.
Option price (per share): $________.



Date Installment              Number of Shares               Incentive or
First Exercisable              in Installment          Nonqualified Stock Option
-----------------           ---------------------      -------------------------
<PAGE>

                            PREMIER BANCSHARES, INC.
                             1997 STOCK OPTION PLAN
             (INDEPENDENT CONTRACTOR/CONSULTANT/ADVISOR AGREEMENT)


     THIS AGREEMENT (the "Agreement"), made the ______ day of ____________,
____, between PREMIER BANCSHARES, INC., a Georgia corporation (the
"Corporation"), and __________________________ (the "Optionee");

                               R E C I T A L S :
                               - - - - - - - -

     In furtherance of the purposes of the Premier Bancshares, Inc. 1997 Stock
Option Plan, as it may be hereafter amended  (the "Plan"), the Corporation and
the Optionee hereby agree as follows:

     1.   The rights and duties of the Corporation and the Optionee under this
Agreement shall in all respects be subject to and governed by the provisions of
the Plan, a copy of which is delivered herewith or has been previously provided
to the Optionee and the terms of which are incorporated herein by reference.

     2.   The Corporation hereby grants to the Optionee pursuant to the Plan, as
a matter of separate inducement and agreement in connection with his services to
the Corporation or a related corporation, and not in lieu of any salary or other
compensation for his services, the right and Option (the "Option") to purchase
all or any part of an aggregate of _______________ (_________) shares (the
"shares") of the Common Stock of the Corporation, at the purchase price of
_____________________________ ($__________) per share.  The Option shall be
designated as a Nonqualified Option.  Except as otherwise provided in the Plan,
the Option will expire if not exercised in full before ____________, ______.

     3.   The Option shall become exercisable on the date or dates shown on
Schedule A.  To the extent that an Option which is exercisable is not exercised,
such Option shall accumulate and be exercisable by the Optionee in whole or in
part at any time prior to expiration of the Option.  The minimum number of
shares that may be purchased under the Option at one time shall be ten (10).
Upon the exercise of an Option in whole or in part, the Optionee shall pay the
Option price to the Corporation in accordance with the provisions of Section 7
of the Plan, and the Corporation shall as soon thereafter as practicable deliver
to the Optionee a certificate or certificates for the shares purchased.

     4.   Nothing contained in this Agreement or the Plan shall require the
Corporation or a related corporation to continue to require the services of  the
Optionee for any particular period of time, nor shall it require the Optionee to
remain in service to the Corporation or such related corporation for any
particular period of time.  Except as otherwise expressly provided in the Plan,
all rights of the Optionee under the Plan with respect to the unexercised
portion of his Option shall terminate upon termination of the service of the
Optionee with the Corporation or a related corporation.

     5.   Except as may be permitted pursuant to the Plan, this Option 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 Internal Revenue Code of 1986, as amended,
<PAGE>

or Title I of the Employee Retirement Income Security Act of 1974, as amended,
or the rules thereunder). This Option shall be exercisable during the Optionee's
lifetime only by the Optionee.

     6.   This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective executors, administrators, next-of-kin,
successors and assigns.

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

     IN WITNESS WHEREOF, this Agreement has been executed in behalf of the
Corporation and by the Optionee on the day and year first above written.


                              PREMIER BANCSHARES, INC.


                              By:_____________________________________
                              Name:___________________________________
                              Title:__________________________________


Attest:


___________________________
Secretary

[Corporate Seal]

                              OPTIONEE


                              ________________________________   (SEAL)



                                       2
<PAGE>

                            PREMIER BANCSHARES, INC.
                             1997 STOCK OPTION PLAN
             (INDEPENDENT CONTRACTOR/CONSULTANT/ADVISOR AGREEMENT)

                                   SCHEDULE A



Date Option granted: __________________, 19__.
Date Option expires: __________________, 19__.
Number of shares subject to Option: _______ shares.
Option price (per share): $________.


          Date Installment         Number of Shares
          First Exercisable         in Installment
          -----------------      ---------------------