**Exhibit 10.8**

INCENTIVE STOCK OPTION AGREEMENT PURSUANT 

TO THE VISION BANCSHARES, INC. 

INCENTIVE STOCK COMPENSATION PLAN 

This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the 

                     of                    ,         , by and between Vision Bancshares, Inc., an Alabama corporation (the“Company”), and                      (“Employee”). 

WITNESSETH: 

The Company has determined that it is in the best interests of the Company and itsshareholders to encourage ownership in the Company by qualified employees of the Company thereby providing additional incentive for them to continue in the employ of the Company or its affiliates. To that end, an Incentive Stock Option is granted bythe Board of Directors to Employee pursuant, and subject to, the Company’s Incentive Stock Compensation Plan (“the Plan”) in the following terms and conditions: 

SECTION I 

DEFINED TERMS 

Unless otherwise defined herein or, unless the context requires a different definition, capitalized terms used herein shall have the meanings assigned tothem in the Plan. 

SECTION II 

SHARES OPTIONED,OPTION PRICE, AND TIME OF EXERCISE 

Effective as of the date hereof, the Company grants to Employee, subject to the terms and provisionsset forth hereinafter and in the Plan, the right and option to purchase all or any part of the number of shares set forth on Exhibit A of the presently authorized but unissued common stock (“Common Stock”) of the Company at the purchaseprice per share set forth as the option price on Exhibit A. 

The Option shall not be considered granted (as of the effective date describedabove) or become exercisable unless and until Employee delivers to the Company a fully executed counterpart hereof. Thereafter, the Option shall be granted as of such effective date and shall be exercisable in accordance with the exercise scheduleset forth in Exhibit A, subject to any termination, acceleration or change in the exercise schedule set forth in this Agreement apart from Exhibit A. 

Neither the Option nor any other rights granted under this Agreement may be 

exercised after the Expiration Date set forth on Exhibit A and, before that time, the Option may be terminated as hereinafter provided. If the Employee doesnot purchase the full number of shares to which Employee is entitled in any one year, Employee may purchase such shares in the next year specified in the exercise schedule hereto, in addition to the shares which he is otherwise entitled to purchasein the next year. 

SECTION III 

EXERCISEPROCEDURE 

Employee shall exercise the Option by notifying the Company of the number of shares that he desires to purchase and bydelivering with such notice the full payment for the purchase price of the shares being purchased. Such purchase price shall be payable in cash, in Common Stock or in a combination of cash and Common Stock. For purposes of determining the amount, ifany, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be valued at its Fair Market Value on the date of exercise, as determined by the Board of Directors at the time of exercise. In no event shall the purchaseprice be less than one hundred percent (100%) of the Fair Market Value of such stock at the time the Option is granted; except that the purchase price shall be one hundred ten percent (110%) of the Fair Market Value in the case of anyperson who owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company. Any Common Stock delivered in satisfaction of all or a portion of the purchase price shall be approximatelyendorsed for transfer and assignment to the Company. 

The Company will, as soon as is reasonably possible, notify the Employee of theamount of withholding tax, if any, that must be paid under federal, state and local law due to the exercise of the Option. The Company shall have no obligation to deliver certificates for the shares purchased until Employee pays to the Company theamount of withholding specified in the Company’s notice in cash or in Common Stock. Alternatively, Employee may direct the Company to withhold that number of shares of Common Stock (valued according to the procedures set forth in this sectionon the date of withholding) sufficient to satisfy such obligation. 

SECTION IV 

TERMINATION OF EMPLOYMENT 

If Employee’s employment (or other service) with the Companyterminates for reasons other than Total and Permanent Disability or death, this Option shall be exercised not later than three months after such termination, but may be exercised only to the extent the Option was exercisable on the date oftermination, and in no event after ten (10) years from the date of granting thereof. Except as may be 

otherwise provided in this Agreement, the Option granted hereunder shall not be affected by any change of employment so long as Employee continues to beemployed by the Company. 

SECTION V 

ACCELERATION OF EXERCISE

 
 *(a)**Total and Permanent Disability*. If the Employee should incur a Total and Permanent Disability while holding this Option, the Option shall become fully exercisable as to allshares subject to it and may be exercised at any time within 365 days following the date of disability, but in no event after the Expiration date set forth on Exhibit A. If such Option is exercised after three months from the date Employee ceased tobe an employee of the Company, such Option may not receive favorable tax treatment under Code Section 421(a). 
 
 *(b)**Death.*If Employee should die while holding this Option, the Option may be exercised at any time within 365 days following the date of death. Such option may be exercised bythe beneficiary designated by the Employee on Exhibit B hereto, in accordance with Section X hereto, or if no beneficiary is designated on Exhibit B, by the executor or administrator of the Employee’s estate, but in no event after the earlierof (i) the date 365 days following the Employee’s date of death, or (ii) the Expiration date set forth on Exhibit A hereto. 
 
 *(c)**Change of Control.*This Option shall become fully exercisable upon a Change of Control or Potential Change of Control. 
SECTION VI 

NON-ASSIGNABILITY AND TERM OF OPTION 

The Option shall not be transferable or assignable by the Employee, otherwise than by will or the laws of descent and distribution and the Option shall beexercisable, during the Employee’s lifetime, only by him or, during periods of legal disability by his legal representative. No Option shall be subject to execution, attachment or similar process. 

In no event may the Option be exercisable to any extent by anyone after the Expiration Date specified in Exhibit A. It is expressly agreed that, anythingcontained herein to the contrary notwithstanding, this Agreement shall not constitute, or be evidence of, any agreement or understanding, express or implied, that the Company will employ Employee for any period of time or in any position or for anyparticular compensation. 

SECTION VII 

RIGHTS OFEMPLOYEE IN STOCK 

Neither Employee, nor his successors in interest, shall have any of the rights of a shareholder of the Company withrespect to the shares for which the Option is exercised until such shares are issued by the Company. 

SECTION VIII 

NOTICES 

Any notice to be given hereunder shall be in writingand shall be addressed to the Company, at 2201 West 1st Street, P. O. Box 4649, Gulf Shores, Alabama 36547,Attention: President, and any notice to be given to Employee shall be addressed to the address designated below the signature appearing hereinafter, or at such other address as either party may hereafter designate in writing to the other. Any suchnotice shall have been deemed duly given upon three (3) days of sending such notice enclosed in a properly sealed envelope, addressed as aforesaid, registered or certified and deposited (with the proper postage and registration or certificatefee prepaid) in the United States mail. 

SECTION IX 

SUCCESSORS OR ASSIGNS OF THE COMPANY 

The Option shall be binding upon and shall inure to the benefit of any successor of theCompany. 

SECTION X 

MISCELLANEOUS 

 
 *(a)*
*Designation of Beneficiary.*The Employee shall have the right to appoint any individual or legal entity in writing, on Exhibit B hereto, as Employee’sBeneficiary to receive any Option (to the extent not previously terminated or forfeited) under this Agreement upon the Employee’s death. Such designation under this Agreement maybe revoked by the Employee at any time and a new beneficiary maybe designated by the Employee by execution and submission to the Board of Directors of a revised Exhibit B to this Agreement. In order to be 

 
effective, a designation of beneficiary must be completed by the Employee on Exhibit B and received by the Board of Directors, or its designee, prior to thedate of the Employee’s death. In the absence of such designation, the Employee’s beneficiary shall be the legal representative of the Employee’s estate. 

 
 *(b)**Incapacity of Employee or Beneficary.*If any person entitled to a distribution under this Agreement is deemed by the Board of Directors to be incapable of making an electionhereunder or of personally receiving and giving a valid receipt for such distribution hereunder, then, unless and until an election or claim therefore shall have been made by a duly appointed guardian or other legal representative of such person,the Board of Directors may provide for such election or distribution or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such distribution shall bea distribution for the account of such person and a complete discharge of any libility of the Board of Directors, the Company and the Plan therefor. 
 
 *(c)**Incorporation of the Plan.*The terms and provisions of the Plan are hereby incorporated in this Agreement. Unless otherwise specifically stated herein, such terms andprovisions shall control in the event of any inconsistency between the Plan and this Agreement. 
 
 *(d)**Gender.*Reference to the masculine herein shall be deemed to include the feminine, wherever appropriate. 
 
 *(e)**Counterparts.*This Agreement may be executed in one or more counterparts, which shall together constitute a valid and binding agreement. 
 
 *(f)**Regulatory Capital Requirements.*The Employee hereby agrees that all Options subject to this Agreement, to the extent not exercised, may be canceled at any time by theCompany, or the Employee may be required to exercise such Options, to the extent they may be exercised, in accordance with Section 4.9 of the Plan. 
IN WITNESS WHEREOF, this Agreement has been executed by the Company and the Employee as of the date and year first written above. 

 
Employee: 
 
  VISION BANCSHARES, INC.Address: 
 
  BY: 
 
 
 
   J. DANIEL SIZEMORE    CHAIRMAN & CEO

**EXHIBIT A**

**INCENTIVE STOCK OPTION AGREEMENT**

**PURSUANT TO THE VISION BANCSHARES, INC.**

**INCENTIVE STOCK COMPENSATION PLAN**

 
Date of Grant:    Employee:    Number of Shares:               shares of Common Stock  Option Price per share:  $  Exercise Schedule    (subject to Article III of the Plan):    Expiration Date:  **10 yrs from grant**  
To qualify the favorable federal income tax treatment for incentive Stock Options tax treatment, the Employee mustnot dispose of shares obtained from exercise of an Option until at least two years after the date of grant and one year after the date of exercise of the Option. If these holding periods are not met, the sale or other disposition of shares will be adisqualifying disposition pursuant to code Section 422 (c). 

**EXHIBIT B**

**DESIGNATION OF BENEFICIARY FOR THE**

**INCENTIVE STOCK OPTION AGREEMENT PURSUANT**

**TO THE VISION BANCSHARES, INC.**

**INCENTIVE STOCK COMPENSATION PLAN**

Name of Employee: 

Original Date of Agreement:

If I shall cease to be an employee of the Company by reason of my death, or if I shall die after I have terminated my employment with the Company but,prior to the expiration of the Option (as provided in the Agreement), then all rights to the Option granted under thisAgreement that I hereby hold upon my death, to the extent not previously terminated or forfeited, shall be transferred to                            

                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                 

                                                                                                                                                                 as my primary beneficiary, or to 

                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                , 

as my secondary beneficiary if my primarybeneficiary is unable to accept transfer, in the manner provided for in the Plan and the Agreement. 

 
Employee: 
 
Dated: 
 

 
Receipt acknowledged by:
 
Dated: