<PAGE>   1





                                      1993

                          INCENTIVE STOCK OPTION PLAN

                                       OF

                           INDEPENDENT BANCORP, INC.
<PAGE>   2
                                     INDEX
                        1993 INCENTIVE STOCK OPTION PLAN
                                       OF
                           INDEPENDENT BANCORP, INC.

<TABLE>
<S>  <C>                                                                                                                <C>
 1.  PURPOSE OF PLAN  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     ---------------                                                                                                     

 2.  ADMINISTRATION OF 1993 PLAN  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     ---------------------------                                                                                         

 3.  DESIGNATION OF PARTICIPANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     ---------------------------                                                                                         

 4.  STOCK RESERVED FOR 1993 PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     ----------------------------                                                                                        

 5.  OPTION PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     ------------                                                                                                        

 6.  OPTION PERIOD
     -------------
      A.  Termination Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
          ----------------                                                                                               
      B.  Reorganization, Merger, or Consolidation of Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
          ---------------------------------------------------                                                            
      C.  Definition of "Employment"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
          --------------------------                                                                                     

 7.  EXERCISE OF OPTIONS
     -------------------
      A.  Committee's Discretion  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
          ----------------------                                                                                         
      B.  Who May Exercise  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
          ----------------                                                                                               
      C.  Exercise After Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
          --------------------------                                                                                     
      D.  Acceleration on Death of Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
          ---------------------------------                                                                              
      E.  Effect of Retirement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
          --------------------                                                                                           
      F.  Payment of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
          -------------------------                                                                                      
      G.  Withholding with Respect to Certain Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
          -----------------------------------------                                                                      

 8.  ASSIGNABILITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     -------------                                                                                                       

 9.  CAPITAL CHANGE OF COMPANY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     -------------------------                                                                                           

10.  PURCHASE FOR INVESTMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     -----------------------                                                                                             

11.  TAXES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
     -----                                                                                                               

12.  EFFECTIVE DATE OF 1993 PLAN  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
     ---------------------------                                                                                         

13.  AMENDMENTS OR TERMINATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
     -------------------------                                                                                           

14.  GOVERNMENT REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
     ----------------------                                                                                              
</TABLE>




                                       2
<PAGE>   3
                        1993 INCENTIVE STOCK OPTION PLAN
                                       OF
                           INDEPENDENT BANCORP, INC.

1.       PURPOSE OF PLAN

         The purpose of this 1993 Incentive Stock Option Plan ("1993 PLAN") is
         to provide incentive stock options as a means of attracting,
         retaining, and motivating existing and future selected employees of
         Independent Bancorp, Inc. ("Company") and any Parent or Subsidiary of
         the Company (within the meaning of Section 425 (e) or (f) of the
         Internal Revenue Code of 1986, as amended ("Code") ; thereby
         benefiting the Company.  It is further intended that options issued
         pursuant to this 1993 Plan shall constitute incentive stock options
         within the meaning of Section 422A of the Code.

2.       ADMINISTRATION OF 1993 PLAN

         The Board of Directors shall appoint and maintain as administrator of
         the 1993 Plan the Stock Option Committee (the "Committee") which shall
         consist of at least three members of the Board of Directors who shall
         not have been eligible to participate in the 1993 Plan or any other
         plan of the Company or its affiliates which entitles participants to
         acquire stock, stock appreciation rights or stock options of the
         Company or its affiliates at any time within one year prior to
         appointment and who shall serve at the pleasure of the Board of
         Directors.  No member of such Committee shall be eligible to receive
         stock options under the 1993 Plan ("Options") or any other plan of the
         Company or its affiliates which entitles participants to acquire
         stock, stock appreciation rights or stock options of the Company or
         its affiliates while serving on the Committee.  The Committee shall
         have full power and authority to designate participants, to determine
         the terms and provisions of respective option agreements (which need
         not be identical) and to interpret the provisions and supervise the
         administration of the 1993 Plan.  All decisions and selections made by
         the Committee pursuant to the provisions of the 1993 Plan shall be
         made by a majority of its members.  Any decision reduced to writing
         and signed by all members shall be fully effective as if it had been
         made by a majority at a meeting duly held.  The Committee shall have
         the authority, subject to shareholder approval, to grant in its
         discretion to the holder of an outstanding Option in exchange for the
         surrender and cancellation of such Option, a new Option having a
         purchase price lower than provided in the Option so surrendered and
         cancelled and containing such other terms and conditions as the
         Committee pay prescribe in accordance with the provisions of the 1993
         Plan.  All  Options granted under this 1993 Plan are subject to, and
         may not be exercised before, the approval of the 1993 Plan by the
         Company's shareholders at the 1993 Annual Meeting of Shareholders and
         if such approval is not forthcoming all Options previously granted
         shall be void.





                                       3
<PAGE>   4
3.       DESIGNATION OF PARTICIPANTS

         The persons eligible for participation in the 1993 Plan as recipients
         of Options shall include only key employees of the Company or of any
         Parent or Subsidiary of the Company ("employee" or "employees").  The
         Directors of the Company shall not be eligible to participate in the
         1993 Plan as directors, but Directors otherwise qualified shall be
         eligible to participate.  An employee who has been granted an Option
         hereunder may be granted an additional Option or Options, if the
         Committee shall so determine.  The aggregate fair market value
         (determined at the time the Option is granted in accordance with
         Paragraph 5 of the 1993 Plan) of the stock (within the meaning of
         Section 422A(b)(8) of the Code) with respect to which Options are
         exercisable for the first time by such optionee during any calendar
         year (under all such plans of the Company; its Parent and
         Subsidiaries) shall not exceed $100,000.

4.       STOCK RESERVED FOR 1993 PLAN

         Subject to adjustment as provided in Paragraph 9 hereof, a total of
         ten thousand (10,000) shares of Common Stock, $10.00 par value
         ("Stock") of the Company shall be subject to the 1993 Plan.  The
         Shares subject to the 1993 Plan shall consist of unissued shares or
         previously issued shares reacquired and held by the Company, or any
         Parent or Subsidiary of the Company, and no Option shall be granted
         unless the Company has previously reserved sufficient shares for sale
         so as to provide for the to exercise of the Option.  Any of such
         shares which may remain unsold and which are not subject to
         outstanding Options at the termination of the 1993 Plan shall cease to
         be reserved for the purpose of the 1993 Plan, but until termination of
         the 1993 Plan the Company shall at all times reserve a sufficient
         number of shares to meet the requirements of the 1993 Plan.  Should
         any Option expire or be cancelled prior to its exercise in full, the
         shares theretofore subject to such Option may again be subjected to an
         Option under the 1993 Plan.

5.       OPTION PRICE

         The purchase price of each share placed under Option shall be 100% of
         the fair market value of such share on the date the Option is granted.

6.       OPTION PERIOD

A.       Termination Date
         Options granted under this 1993 Plan shall terminate and be of no
         force and effect with respect to any shares not previously taken up by
         the optionee upon the first to occur of:
         (1) the expiration of ten years from the date of granting of each 
         Option; or 
         (2) the expiration of three months after the termination of service of 
         the optionee for





                                       4
<PAGE>   5
         reasons other than death, disability, retirement under a retirement
         plan of the Company or any Parent or Subsidiary of the Company, or
         other reasons approved in writing by the Committee.

B.       Reorganization, Merger, or Consolidation of Company

         If the Company is reorganized, or merged or consolidated with another
         corporation while unexercised Options remain outstanding under the
         1993 Plan, there shall be substituted for the shares subject to the
         unexercised portions of such outstanding Options an appropriate number
         of shares of each class of stock or other securities of the
         reorganized or merged or consolidated corporation which were
         distributed to the shareholders of the Company in respect of such
         shares (such number of shares to be determined in accordance with the
         provisions of Section 425 of the Code or other applicable provisions
         of the Code or regulations issued hereafter which may from time to
         time govern the treatment of incentive options in such a transaction);
         provided, however, that all such Options may be cancelled by the
         Company as of the effective date of any such reorganization, merger or
         consolidation or of any dissolution or liquidation of the Company by
         giving notice to each holder thereof or his personal representative of
         its intention to do so and by permitting the purchase during the
         thirty-day period next preceding such effective date of all of the
         shares subject to such outstanding Options.

C.       Definition of "Employment"

         "Employment with the Company" as used in this 1993 Plan shall include
         employment with the Company and any Parent or Subsidiary of the
         Company and Options granted under this 1993 Plan shall not be affected
         by an employee's transfer of employment from the Company to a Parent
         or Subsidiary of the Company, from a Parent or Subsidiary of the
         Company to the Company, or between a Parent or Subsidiary of the
         Company.

7.       EXERCISE OF OPTIONS

A.       Committee's Discretion

         The Committee, in granting Options hereunder, shall have discretion to
         determine the terms upon which such Options shall be exercisable,
         subject to the applicable provisions of the 1993 Plan.

B.       Who May Exercise

         Options may be exercised solely by the optionee during his lifetime;
         or:
         (1) after an optionee's death by the person or persons designated in
         writing by the





                                       5
<PAGE>   6
         optionee in such form as the Committee may prescribe or in the absence
         of such designation by such person or persons entitled thereto under
         the optionee's will or the laws of descent and distribution;

         (2) by the legally appointed Guardian, Attorney in Fact, or by the
         person or persons designated in writing by the optionee in such form
         as the Committee may prescribe in the event an optionee is disabled as
         defined pursuant to Section 22(e)(3) of the Code.

C.       Exercise After Termination

         In the event of termination of employment for any reason other than
         death, disability, or retirement, Options may be exercised only with
         respect to the number of shares which the optionee had the right to
         purchase at the time of such termination.

D.       Acceleration on Death of Employee

         In the event of the death of the optionee following the date of grant
         and while in the employment of the Company or any Parent or Subsidiary
         of the Company, and while Options granted hereunder are still in force
         and unexpired under the terms of Paragraph 6 hereof, any unmatured
         installments of the Options shall be accelerated.  Such acceleration
         shall be effective as of the date of death.  The Options outstanding
         in the name of a deceased optionee shall thereupon be exercisable in
         full.

E.       Effect of Retirement

         In the event the optionee terminates his employment because of
         retirement under any retirement plan of the Company or of any Parent
         or Subsidiary of the Company while Options granted hereunder are still
         in force and unexpired under the terms of Paragraph 6 hereof, the
         Committee shall have discretion to permit any unmatured installments
         of the Options to be accelerated as of the date of retirement and the
         Options shall thereupon be exercisable in full.

F.       Payment of Purchase Price

         The purchase price of shares as to which an Option is exercised shall
         be paid in full at the time of the exercise.  Such purchase price
         shall be payable in cash, or, if the Option Agreement so provides, at
         the option of the holder of such Option, in the Stock then owned by
         such holder or any combination of cash and such Stock.  For purposes
         of determining the amount, if any, of the purchase price satisfied by
         payment in Stock, such Stock shall be valued at its fair market value
         on the date of





                                       6
<PAGE>   7
         exercise.  Any Stock delivered in satisfaction of all or a portion of
         the purchase price shall be appropriately endorsed for transfer and
         assignment to the Company.  No holder of an Option shall be, or have
         any of the rights or privileges of, a shareholder of the Company in
         respect of any shares purchasable upon the exercise of any part of an
         Option unless and until certificates representing such shares shall
         have been issued by the Company to such holders.

G.       Withholding with Respect to Certain Sales

         The option agreement evidencing any Options granted under this 1993
         Plan shall provide that if the optionee makes a disposition, within
         the meaning of Section 425(c) of the Code, and regulations
         promulgated thereunder, of any share or shares of Stock issued to him
         pursuant to his exercise of an Option granted under the 1993 Plan
         within a two-year period commencing on the day after the date of the
         grant of such Option or within a one-year period commencing on the day
         after the date of transfer of the share or shares to him pursuant to
         the exercise of such Option, he shall, within ten (10) days of such
         disposition, notify the Company thereof and immediately deliver to the
         Company any amount of federal income tax withholding required by law.

8.       ASSIGNABILITY

         No Option shall be assignable or otherwise transferable except by will
         or the laws of descent and distribution.

9.       CAPITAL CHANGE OF COMPANY

         If the outstanding shares of Stock shall at any time be changed or
         exchanged by declaration of a stock dividend, split-up, combination of
         shares, or recapitalization, the number and kind of shares subject to
         this 1993 Plan or subject to any Options theretofore granted, and the
         Option Prices, shall be appropriately and equitably adjusted so as to
         maintain the proportionate number of shares without changing the
         aggregate Option Price; provided, however, no adjustment shall be made
         by reason of the distribution of subscription rights on outstanding
         stock.

10.      PURCHASE FOR INVESTMENT

         Unless the Options and shares covered by the 1993 Plan have been
         registered under the Securities Act of 1933, as amended, or the
         Company has determined that such registration is unnecessary under
         regulations promulgated thereunder by any banking regulatory agency,
         each person exercising an Option under the 1993 Plan may be required
         by the Company to give a representation in writing that he is
         acquiring such shares for his own account for investment and not with
         a view to, or





                                       7
<PAGE>   8
         for sale in connection with, the distribution of any part thereof.

11.      TAXES

         The Company may make such provisions as it may deem appropriate for
         the withholding of any taxes which it determines is required in
         connection with any Options granted under the 1993 Plan.

12.      EFFECTIVE DATE OF 1993 PLAN

         The 1993 Plan, shall be effective as of April 15, 1993.

13.      AMENDMENTS OR TERMINATION

         The Board of Directors may amend, alter or discontinue the 1993 Plan,
         except that no amendment or alteration shall be made which would
         impair the rights of any participant under any Option theretofore
         granted, without his consent, and except that no amendment or
         alteration shall be made which, without the approval of the
         shareholders, would:

         A.      Increase the total number of shares reserved for the purposes
                 of the 1993 Plan, except as is provided in Paragraph 9, or
                 decrease the Option Price provided for in Paragraph 5, or
                 change the class of employees eligible to participate in the
                 1993 Plan as provided in Paragraph 3; or

         B.      Extend the Option Period provided for in Paragraph 6; or

         C.      Materially increase the benefits accruing to participants
                 under the 1993 Plan; or

         D.      Materially modify the requirements as to eligibility for
                 participation in the 1993 Plan.

14.      GOVERNMENT REGULATIONS

         The 1993 Plan, and the granting and exercise of Options thereunder,
         and the obligation of the Company to sell and deliver shares such
         Options, shall be subject to all applicable laws, rules and
         regulations, and to such approvals by any governmental agencies or
         national securities exchanges as may be required.





                                       8