Exhibit 10(d)

                          INDIAN RIVER BANKING COMPANY

                             1999 STOCK OPTION PLAN

1.   PURPOSE OF THE PLAN.

     The purpose of this Indian  River  Banking  Company  1999 Stock Option Plan
(the "Plan") is to advance the interests of Indian River Banking  Company.  (the
"Company") by providing  directors  and selected key employees of the Bank,  the
Company,  and their  affiliates  with the  opportunity  to acquire shares of the
Company's  common stock. By encouraging  stock  ownership,  the Company seeks to
attract,  retain and  motivate the best  available  personnel  for  positions of
substantial responsibility; to provide additional incentive to directors and key
employees of the Company,  the Bank and their  affiliates to promote the success
of the  business  as  measured  by the value of its  shares;  and  generally  to
increase the commonality of interests among directors,  key employees, and other
shareholders.

     The Plan is intended to replace the Indian River Banking Company 1995 Stock
Option Plan (the "1995 Plan") upon this Plan's  approval by  shareholders of the
Company.  Options issued under the 1995 Plan will continue in effect and will be
subject to the requirements of the 1995 Plan, but no new options will be granted
under the 1995 Plan after this Plan is approved by shareholders.

     The Plan is not intended as an agreement or promise of employment.  Neither
the Plan, nor any Option granted pursuant to the Plan, confers on any person any
right to continue in the employ of the Company.  The right of the  Company,  the
Bank, or any of their  affiliates to terminate the  employment of an Employee is
not  limited by the Plan or by any Option  granted  pursuant  to the Plan unless
such right is specifically described by the terms of any such Option.

2.   DEFINITIONS.

     (a) "Affiliate" means any "parent corporation" or "subsidiary  corporation"
     of the  Company  as such  terms are  defined  in  Section  424(e)  and (f),
     respectively, of the Code.

     (b) "Agreement"  means a written  agreement entered into in accordance with
     Paragraph 5(c).

     (c) "Bank" means the Indian River National Bank.

     (d) "Board" means the Board of Directors of the Company.

     (e) "Change in Control"  means any one of the  following  events  occurring
     after the Effective  Date:  (1) the  acquisition  of ownership of, power to
     vote,  or control of 25% or more of any class of voting  securities  of the
     Company or the Bank;  (2) the exercise of a controlling  influence over the
     management  or  policies  of the Bank or the  Company  by any  person or by
     persons  acting as a "group"  (within the  meaning of Section  13(d) of the
     Securities  Exchange  Act  of  1934),  or (3)  the  failure  of  Continuing
     Directors to  constitute  at least  two-thirds of the Board of Directors of
     the  Company  or the Bank (the  "Company  Board")  during any period of two
     consecutive  years.  A "change in control" does not include  acquisition of
     ownership of, control of or power to vote voting  securities of the Company
     by an  employee  benefit  plan  sponsored  by  the  Company  or  the  Bank;
     acquisition of voting securities by the Company through share repurchase or
     otherwise;  or  acquisition  by an  exchange  of voting  securities  with a
     successor to the Company in a reorganization,  such as a  re-incorporation,
     that does not have the purpose or effect of  significantly  changing voting
     power or  control.  For  purposes  of this  definition,  only,  "Continuing
     Directors"  includes only those individuals who were members of the Company
     Board at the Effective Date and those other  individuals  whose election or
     nomination  for election as a member of the Company Board was approved by a
     vote of at least two-thirds of the Continuing Directors then in office, and
     "person"  refers to an individual  or a  corporation,  partnership,  trust,
     association,   joint  venture,   pool,   syndicate,   sole  proprietorship,
     unincorporated  organization  or any other form of entity.  The decision of
     the  Board  as to  whether  a  Change  in  Control  has  occurred  shall be
     conclusive and binding.

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

     (g)  "Committee"  means the Committee  appointed by the Board in accordance
     with Paragraph 5(a) hereof.


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     (h) "Common  Stock" means the common stock,  par value $1.00 per share,  of
     the Company.

     (i) "Company" means Indian River Banking Company, a Florida corporation.

     (j)  "Continuous   Service"  means  the  absence  of  any  interruption  or
     termination  of  employment  by  the  Company  or  any  present  or  future
     Affiliate.  Employment  shall not be considered  interrupted in the case of
     sick leave,  military  leave or any other leave of absence  approved by the
     Company or in the case of  transfers  between  locations  of the Company or
     among the Company, the Bank, or any other Affiliate.

     (k) "Director" means any member of the Board of Directors of the Company.

     (l) "Effective Date" means the date specified in Paragraph 14 hereof.

     (m) "Employee"  means any person  employed by the Company or by the Bank or
     any other present or future Affiliate.

     (n) "Exercise  Price" means the price per Optioned Share at which an Option
     may be exercised.

     (o)  "ISO"  means an  option  to  purchase  Common  Stock  that  meets  the
     requirements  set forth in the Plan,  and  which is  intended  to be and is
     identified as an "incentive stock option" within the meaning of Section 422
     of the Code.

     (p) "Market  Value"  means the fair market  value of the Common  Stock,  as
     determined under Paragraph 7(b) hereof.

     (q) "Non-Employee  Director" means any member of the Board who, at the time
     discretion under the Plan is exercised, is a "Non-Employee Director" within
     the meaning of Rule 16b-3.

     (r)  "Non-ISO"  means an option to  purchase  Common  Stock  that meets the
     requirements  set forth in the Plan but which is not intended to be, and is
     not identified as, an ISO.

     (s)  "Offer  to  Effect a Change  in  Control"  means  any  offer to buy or
     acquire,  solicitation of an offer to sell, tender offer for, or request of
     invitation for tenders of, 25% or more of any class of voting securities of
     the Company for value.  The decision of the Board as to whether an Offer to
     Effect a Change in Control has been made shall be conclusive and binding.

     (t)  "Option"  means an option to  purchase  Shares,  granted  by the Board
     pursuant to this Plan, whether the option is an ISO or a Non-ISO.

     (u) "Optioned Shares" means Shares subject to an Option granted pursuant to
     this Plan.

     (v)  "Optionee"  means any person who  receives an Option  pursuant to this
     Plan.

     (w) "Outstanding  Shares" means the total shares of Common Stock which have
     been issued and which (a) are not held as treasury shares, and (b) have not
     been cancelled or retired by the Company.

     (x) "Parent" shall mean any present or future  corporation  that would be a
     "parent corporation" as defined in Subsections 424(e) and (g) of the Code.

     (y) "Plan" means the Indian River Banking Company 1999 Stock Option Plan.

     (z) "Rule  16b-3"  means Rule 16b-3 of the  General  Rules and  Regulations
     under the Securities Exchange Act of 1934, as amended (the "Act").

     (aa) "Share" shall mean a share of Common Stock.

     (bb) "Subsidiary"  shall mean any present or future corporation which would
     be a "subsidiary  corporation" as defined in Subsections  424(f) and (g) of
     the Code.

     (cc) "Transaction" means (i) the liquidation or dissolution of the Company,
     (ii) a merger or  consolidation  in which the Company is not the  surviving
     entity; or (iii) the sale or disposition of all or substantially all of the
     Company's assets.


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3.   TERM OF THE PLAN AND OPTIONS.

     (a) Term of the Plan.  The Plan shall  continue in effect for a term of ten
years from the Effective Date unless sooner terminated pursuant to Paragraph 17.
No Option may be granted under the Plan after ten years from the Effective Date.

     (b) Term of Options.  The Committee shall establish the term of each Option
granted under the Plan. No Option may have a term that exceeds 10 years.  No ISO
granted  to an  Employee  who  owns  Shares  representing  more  than 10% of the
outstanding shares of Common Stock at the time an ISO is granted may have a term
that exceeds five years.

4.   SHARES SUBJECT TO THE PLAN.

     (a) Except as otherwise  required by Paragraph 11, the aggregate  number of
Shares  deliverable  upon the exercise of Options pursuant to the Plan shall not
exceed 125,000 Shares.  Such Shares may either be authorized but unissued Shares
or Shares held in treasury to the extent allowed by Florida law.

     (b) If Options should expire, become unexercisable, or be forfeited for any
reason without having been exercised in full, the Optioned Shares shall,  unless
the Plan shall have been  terminated,  be available  for the grant of additional
Options under the Plan.

5.   ADMINISTRATION OF THE PLAN.

     (a) Powers of the Board. Except as limited by the express provisions of the
Plan or by resolutions adopted by the Board, the Board shall administer the Plan
have sole and complete  authority  and  discretion  (i) to select  Optionees and
grant Options, (ii) to determine the form and content of Options to be issued in
the form of  Agreements  under the Plan,  (iii) to interpret  the Plan,  (iv) to
prescribe, amend and rescind rules and regulations relating to the Plan, and (v)
to make other  determinations  necessary or advisable for the  administration of
the Plan.  The  Committee  shall  have and may  exercise  such  other  power and
authority  as may be  delegated to it by the Board from time to time. A majority
of the entire  Board shall  constitute  a quorum and the action of a majority of
the  members  present  at any  meeting  at which a quorum  is  present,  or acts
approved  in  writing  by a majority  of the Board  without a meeting,  shall be
deemed the action of the Board.  The Board may delegate any or all of its powers
and responsibilities under this Plan to a Committee of the Board.

     (b)  Agreement.  Each  Option  shall be  evidenced  by a written  agreement
containing such provisions as may be approved by the Board.  Each such Agreement
shall constitute a binding  contract  between the Company and the Optionee,  and
every Optionee,  upon acceptance of such Agreement,  shall be bound by the terms
and  restrictions  of the Plan and of such  Agreement.  The  terms of each  such
Agreement  shall be in accordance  with the Plan, but each Agreement may include
such  additional  provisions and  restrictions  determined by the Board,  in its
discretion,  provided that such additional  provisions and  restrictions are not
inconsistent  with the terms of the Plan.  In  particular,  the Board  shall set
forth in each Agreement (i) the Exercise Price of an Option,  (ii) the number of
Shares  subject to, and the  expiration  date of, the Option,  (iii) the manner,
time and rate  (cumulative  or otherwise) of exercise or vesting of such Option,
and (iv) the restrictions, if any, to be placed upon such Option, or upon Shares
which may be issued upon exercise of such Option.  The Chairman of the Board and
such other officers as shall be designated by the Board are hereby authorized to
execute Agreements on behalf of the Company and to cause them to be delivered to
the recipients of Options.

     (c) Effect of the Board's  Decisions.  All decisions,  determinations,  and
interpretations  of the  Board  shall be final  and  conclusive  on all  persons
affected thereby.

     (d) Indemnification. In addition to such other rights of indemnification as
they may have,  the members of the Board shall be  indemnified by the Company in
connection  with any claim,  action,  suit or proceeding  relating to any action
taken or  failure  to act under or in  connection  with the Plan or any  Option,
granted  hereunder to the full extent provided for under the Company's  Articles
of Incorporation or Bylaws with respect to the indemnification of Directors.

6.   GRANT OF OPTIONS.

     (a) General  Rule.  The Board,  in its sole  discretion,  may grant ISOs or
Non-ISOs to Employees of the Company or its Affiliates and may grant Non-ISOs to
Directors or directors of Affiliates.


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     (b) Special Rules for ISOs. The aggregate  Market Value, as of the date the
Option is granted,  of the Shares with respect to which ISOs are exercisable for
the first time by an Employee  during any  calendar  year  (under all  incentive
stock option plans, as defined in Section 422 of the Code, of the Company or any
present or future  "parent" or  "Subsidiary"  of the  Company)  shall not exceed
$100,000.  Notwithstanding the prior provisions of this paragraph, the Board may
grant Options in excess of the foregoing limitations, in which case such Options
granted in excess of such limitation shall be Options which are Non-ISOs.

7.   EXERCISE PRICE FOR OPTIONS.

     (a) Limits on Board  Discretion.  The Exercise  Price as to any  particular
Option  granted  under the Plan shall not be less than the  Market  Value of the
Optioned Shares on the date of grant. In the case of an Employee who owns Shares
representing more than 10% of the Company's  Outstanding  Shares of Common Stock
at the time an ISO is granted, the Exercise Price shall not be less than 110% of
the Market Value of the Optioned Shares at the time the ISO is granted.

     (b) Standards for Determining Exercise Price. If the Common Stock is listed
on a national  securities exchange (including the NASDAQ National Market) on the
date in  question,  then the Market  Value per Share  shall be not less than the
average of the highest and lowest  selling  price on such exchange on such date,
or if there were no sales on such date,  then the  Exercise  Price  shall be not
less than the mean between the bid and asked prices on such date.  If the Common
Stock is traded otherwise than on a national  securities exchange on the date in
question,  then the  Market  Value  per  Share  shall be not less  than the mean
between the bid and asked  price on such date,  or, if there is no bid and asked
price on such date, then on the next prior business day on which there was a bid
and asked price.  If no such bid and asked price is  available,  then the Market
Value per Share shall be its fair market value as  determined  by the Board,  in
its sole and absolute discretion.

     (c) Reissuance of Options. Notwithstanding anything herein to the contrary,
the Board  shall  have the  authority  to cancel  outstanding  Options  with the
consent of the  Optionee  and to grant new Options at a lower Option Price equal
to the then fair  market  value per share of Common  Stock in the event that the
fair  market  value per share of Common  Stock at any time  prior to the date of
exercise of outstanding Options falls below the Option Price of such Options.

8.   EXERCISE OF OPTIONS.

     (a) Generally. Any Option shall be exercisable at such times and under such
conditions  as  shall  be  permissible  under  the  terms of the Plan and of the
Agreement. An Option may not be exercised for a fractional Share.

     (b) Procedure for Exercise.  An Optionee may exercise  Options,  subject to
provisions relative to its termination and limitations on its exercise,  only by
(1) written  notice of intent to exercise the Option with respect to a specified
number of Shares, and (2) either payment to the Company  (contemporaneously with
delivery of such notice) in cash, in Common Stock,  or a combination of cash and
Common Stock,  of the amount of the Exercise Price for the number of Shares with
respect to which the Option is then being exercised,  or a cashless  exercise of
the Option in accordance  with Section 8(c) of this Plan.  Each such notice (and
payment where required) shall be delivered,  or mailed by prepaid  registered or
certified mail,  addressed to the Chief Financial  Officer of the Company at the
Company's executive offices. Common Stock utilized in full or partial payment of
the Exercise  Price for Options  shall be valued at its Market Value at the date
of exercise.

     (c) Any  Optionee  may elect to  receive  upon the proper  exercise  of any
Option for the full number of Shares to which such Option relates, the number of
Shares  determined by dividing (i) the  difference  between the  aggregate  fair
market value of all shares issuable upon the exercise of the Options in full (as
determined  in  accordance  with  Section  7(b) of this Plan) and the  aggregate
Option  Price  for the  exercise  of the  Option  in  full,  by (ii)  the  price
determined in accordance  with Section 7(b).  Shares received upon such election
shall reflect the exercise in full of such Options and the full  satisfaction of
the Company's  obligations under said Option. Shares received upon such election
shall be deemed to be Shares  received  upon the  exercise  of an Option for all
purposes hereof.

         (d)  Notwithstanding the provisions of any Option that provides for its
exercise in  installments  as designated by the Board,  such Option shall become
immediately  exercisable  upon the  Optionee's  death  or  Permanent  and  Total
Disability.


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<PAGE>

     (e) Period of  Exercisability-ISOs.  An ISO may be exercised by an Optionee
only while the Optionee is an Employee  and has  maintained  Continuous  Service
from the date of the grant of the ISO, or within three months after  termination
of such  Continuous  Service  (but not later  than the date on which the  Option
would otherwise expire),  except if the Employee's Continuous Service terminates
by reason of -

          (1) "Just Cause" which for purposes  hereof shall have the meaning set
          forth in any unexpired  employment or severance  agreement between the
          Optionee and the Company or any Affiliate  (and, in the absence of any
          such agreement,  means termination  because of the Employee's personal
          dishonesty, incompetence, willful misconduct, breach of fiduciary duty
          involving  personal  profit,  intentional  failure to  perform  stated
          duties,  willful  violation of any law, rule or regulation (other than
          traffic  violations  or similar  offenses)  or final  cease-and-desist
          order),  then the Optionee's  rights to exercise such ISO shall expire
          on the date of such termination;

          (2)  Death,  then an ISO of the  deceased  Optionee  may be  exercised
          within  two years  from the date of his death  (but not later than the
          date on which the  Option  would  otherwise  expire)  by the  personal
          representatives  of his estate or person or persons to whom his rights
          under  such ISO shall have  passed by will or by laws of  descent  and
          distribution;

          (3) Permanent and Total Disability (as such term is defined in Section
          22(e)(3) of the Code),  then an ISO may be  exercised  within one year
          from the date of such  Permanent and Total  Disability,  but not later
          than the date on which the ISO would otherwise expire.

     (f)  Period  of  Exercisability-Non-ISOs.  Except to the  extent  otherwise
provided in the terms of an Agreement, a Non-ISO may be exercised by an Optionee
only while  such  Optionee  is an  Employee,  a  Director,  or a director  of an
Affiliate,  or within three months  after  termination  of such service (but not
later than the date on which the Option would otherwise  expire),  except if the
Optionee's service terminates by reason of -

          (1) "Just Cause" which for purposes  hereof shall have the meaning set
          forth in any unexpired  employment or severance  agreement between the
          Optionee and the Company or any Affiliate  (and, in the absence of any
          such agreement,  means termination  because of the Optionee's personal
          dishonesty, incompetence, willful misconduct, breach of fiduciary duty
          involving  personal  profit,  intentional  failure to  perform  stated
          duties,  willful  violation of any law, rule or regulation (other than
          traffic  violations  or similar  offenses)  or final  cease-and-desist
          order),  then the  Optionee's  rights to exercise  such Non-ISO  shall
          expire on the date of such termination; or

          (2)  Removal  from  the  Board  or  the  Bank  Board  pursuant  to the
          respective  Articles of  Incorporation,  then the Optionee's rights to
          exercise such Non-ISO shall expire on the date of such removal.

          (3) Death,  then a Non-ISO of the  deceased  Optionee may be exercised
          within  two years  from the date of his death  (but not later than the
          date on which the  Option  would  otherwise  expire)  by the  personal
          representatives  of his estate or person or persons to whom his rights
          under such Non-ISO shall have passed by will or by laws of descent and
          distribution  or  otherwise  shall have  transferred  pursuant to this
          Plan;

          (4) Permanent and Total Disability (as such term is defined in Section
          22(e)(3) of the Code), then a Non-ISO may be exercised within one year
          from the date of such  Permanent and Total  Disability,  but not later
          than the date on which the ISO would otherwise expire.

     (g) Effect of the Board's Decisions.  The Board's  determination whether an
Optionee's  Continuous  Service  or  service as a  Director  or  director  of an
Affiliate  has  ceased,  and the  effective  date  thereof  shall be  final  and
conclusive on all persons affected thereby.

9.   CONDITIONS UPON ISSUANCE OF SHARES.

     (a) Compliance  with Securities  Laws.  Shares of Common Stock shall not be
issued  with  respect to any Option  unless the  issuance  and  delivery of such
Shares shall  comply with all relevant  provisions  of law,  including,  without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated   thereunder,   any  applicable   state   securities  law,  and  the
requirements of any stock exchange upon which the Shares may then be listed. The
Plan is intended to comply with Rule 16b-3,  and any  provision of the Plan than
the Board determines in its sole


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and absolute  discretion to be inconsistent  with said Rule shall, to the extent
of such  inconsistency,  be inoperative  and null and void, and shall not affect
the validity of the remaining provisions of the Plan.

     (b) Special Circumstances.  The inability of the Company to obtain approval
from any  regulatory  body or authority  deemed by the  Company's  counsel to be
necessary to the lawful issuance and sale of any Shares  hereunder shall relieve
the Company of any liability  with respect to the  non-issuance  or sale of such
Shares. As a condition to the exercise of an Option, the Company may require the
person exercising the Option to make such  representations and warranties as the
Board  determines  may be necessary to assure the  availability  of an exemption
from the registration requirements of federal or state securities law.

     (c) Board Discretion.  The Board shall have the discretionary  authority to
impose in Agreements such  restrictions on Shares as it may deem  appropriate or
desirable, including but not limited to the authority to impose a right of first
refusal or to establish repurchase rights or both of these restrictions.

10.  RESTRICTIONS ON SALE OF SHARES

     (a) Six-Month  Restriction.  Shares of Common Stock that have been acquired
upon  exercise of an Option may not be sold or otherwise  disposed of before the
end of a six-month  period  beginning on the date the Option was  granted.  This
restriction is in addition to any other  restriction  imposed by this Plan or by
the Board pursuant to this Plan.

     (b) Exceptions. The six-month restriction imposed by subparagraph (a) shall
not apply to dispositions by bona fide gifts or to transfers by will or the laws
of descent or distribution.

11.  EFFECT OF CHANGES IN CONTROL  AND  CHANGES IN COMMON  STOCK  SUBJECT TO THE
     PLAN.

     (a) Effects of Change in Control.

          (1) Notwithstanding the provisions of any Option that provides for its
          exercise or vesting in installments,  all Options shall be immediately
          exercisable  and fully  vested upon a Change in Control or the receipt
          of an Offer to Effect a Change in Control.

          (2) At the time of a Change in Control,  the  Optionee  shall,  at the
          sole and absolute  discretion  of the Board,  be entitled to receive a
          cash  payment in an amount  equal to the excess of the Market Value of
          the Shares  subject to such  Option  over the  Exercise  Price of such
          Option,  provided  that in no event  may an  Option  be  cancelled  in
          exchange for cash within the  six-month  period  following the date of
          its grant. For purposes of calculating this payment,  the Market Value
          shall be the Market  Value at the date of the Change in Control or the
          highest   Market   Value  in  the  five   trading  days  after  public
          announcement of an Offer to Effect a Change in Control,  as determined
          by the Board.

          (3) In the event there is a Transaction, all outstanding Options shall
          be surrendered.  With respect to each Option so surrendered, the Board
          shall in its sole and absolute discretion determine whether the holder
          of each Option so surrendered shall receive--

               (A) For each Share  then  subject to an  outstanding  Option,  an
               Option  for  the  number  and  kind of  shares  into  which  each
               Outstanding   Share   (other  than  Shares  held  by   dissenting
               shareholders)   is  changed  or   exchanged,   together  with  an
               appropriate adjustment to the Exercise Price; or

               (B) The  number and kind of shares  into  which each  Outstanding
               Share  (other  than Shares held by  dissenting  shareholders)  is
               changed or exchanged in the Transaction  that are equal in market
               value  to the  excess  of the  Market  Value  on the  date of the
               Transaction  of the  Shares  subject  to  the  Option,  over  the
               Exercise Price of the Option; or

               (C)  A  cash   payment   (from  the  Company  or  the   successor
               corporation),  in an amount  equal to the  excess  of the  Market
               Value on the date of the Transaction of the Shares subject to the
               Option, over the Exercise Price of the Option.

          (4) The  decision  of the Board as to whether a Change in Control  has
          occurred,  or an Offer to  Effect a Change  in  Control  has been made
          shall be conclusive and binding.

     (b)  Recapitalizations,  Stock  Splits,  Etc. The number and kind of shares
reserved for issuance  under the Plan, and the number and kind of shares subject
to outstanding Options and the Exercise Price thereof,  shall be

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proportionately  adjusted  for any  increase,  decrease,  change or  exchange of
Shares  for a  different  number or kind of shares  or other  securities  of the
Company   which   results  from  a  merger,   consolidation,   recapitalization,
reorganization,  reclassification,  stock  dividend,  split-up,  combination  of
shares,  or  similar  event in which the  number  or kind of  shares is  changed
without the receipt or payment of consideration by the Company.

     (c) Special Rule for ISOs.  Any adjustment  made pursuant to  subparagraphs
(a)(3)(A)  or (b) of this  Paragraph  shall be made in such a  manner  as not to
constitute a modification,  within the meaning of Section 424(h) of the Code, of
outstanding ISOs.

     (d) Conditions and Restrictions on New, Additional,  or Different Shares or
Securities.  If, by reason of any adjustment made pursuant to this Paragraph, an
Optionee  becomes entitled to new,  additional,  or different shares of stock or
securities,  such new,  additional,  or different  shares of stock or securities
shall thereupon be subject to all of the conditions and restrictions  which were
applicable to the Shares pursuant to the Option before the adjustment was made.

     (e) Other Issuances.  Except as expressly  provided in this Paragraph,  the
issuance by the Company or an Affiliate  of shares of stock of any class,  or of
securities  convertible  into  Shares  or stock of  another  class,  for cash or
property or for labor or services  either upon direct sale or upon the  exercise
of rights or warrants to subscribe therefor, shall not affect, and no adjustment
shall be made with respect to, the number,  class,  or Exercise  Price of Shares
then subject to Options or reserved for issuance under the Plan.

12.  NON-TRANSFERABILITY OF OPTIONS.

     (a) ISOs may not be sold, pledged, assigned,  hypothecated,  transferred or
disposed  of in any  manner  other  than by will or by the laws of  descent  and
distribution, or pursuant to the terms of a "qualified domestic relations order"
(within  the  meaning  of  Section  414(p) of the Code and the  regulations  and
rulings thereunder).

     (b) Non-ISO's may not be sold, pledged, assigned, hypothecated, transferred
or  disposed  of in any manner  other than by will or by the laws of descent and
distribution,  pursuant to the terms of a "qualified  domestic  relations order"
(within  the  meaning  of  Section  414(p) of the Code and the  regulations  and
rulings thereunder), or, in the sole discretion of the Board, in connection with
a transfer for estate or retirement planning purposes to a trust established for
such purposes.

13.  TIME OF GRANTING  OPTIONS.  The date of grant of an Option  shall,  for all
purposes, be the later of the date on which the Board makes the determination of
granting such Option and the Effective Date. Notice of the  determination  shall
be given to each  Optionee to whom an Option is so granted  within a  reasonable
time after the date of such grant.

14.  EFFECTIVE DATE. The Plan shall be effective as of October 13, 1999.  Option
grants  may be made  before  approval  of the  Plan by the  shareholders  of the
Company, if the exercise of Options is conditioned upon shareholder  approval of
the Plan.

15. APPROVAL BY SHAREHOLDERS.  The Plan shall be approved by shareholders of the
Company within twelve (12) months before or after the Effective Date.

16.  MODIFICATION OF OPTIONS.  At any time, and from time to time, the Board may
direct  execution  of an  instrument  providing  for  the  modification  of  any
outstanding Option,  provided no such modification shall confer on the holder of
said Option any right or benefit which could not be conferred on the Optionee by
the grant of a new Option at such time, or impair the Option without the consent
of the holder of the Option.

17. AMENDMENT AND TERMINATION OF THE PLAN. The Board may from time to time amend
the terms of the Plan and, with respect to any Shares at the time not subject to
Options, suspend or terminate the Plan; provided that shareholder approval shall
be  required to increase  the number of Shares  subject to the Plan  provided in
Paragraph 4 or to extend the terms of the Plan.  No  amendment,  suspension,  or
termination of the Plan shall, without the consent of any affected holders of an
Option,  alter or impair any rights or obligations under any Option  theretofore
granted.

18. RESERVATION OF SHARES. During the term of the Plan, the Company will reserve
and keep available a number of Shares  sufficient to satisfy the requirements of
the Plan.

19. WITHHOLDING TAX. The Company's obligation to deliver Shares upon exercise of
Options (or such earlier time that the Optionee  makes an election under Section
83(b) of the  Code)  shall be  subject  to the  Optionee's  satisfaction  of all
applicable  federal,  state,  and local income and  employment  tax  withholding
obligations.  The Board, in its  discretion,  may permit the Optionee to satisfy
the obligation, in whole or in part, by irrevocably electing to have the

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Company withhold  Shares,  or to deliver to the Company Shares that the Optionee
already owns,  having a value equal to the amount  required to be withheld.  The
value of Shares to be withheld,  or delivered to the Company,  shall be based on
the Market  Value of the Shares on the date the amount of tax to be  withheld is
to be determined.  As an  alternative,  the Company may retain,  or sell without
notice,  a number of such Shares  sufficient to cover the amount  required to be
withheld.

20. NO EMPLOYMENT OR OTHER RIGHTS.  In no event shall  eligibility to be granted
an Option or the grant of an Option  create or be deemed to create  any legal or
equitable right of a Director, Employee, director of any Affiliate, or any other
party to continue service with the Company, the Bank, or any other Affiliate. No
person shall have a right to be granted an Option or, having received an Option,
the right to be granted an additional Option.

21.  GOVERNING  LAW. The Plan shall be governed by and  construed in  accordance
with the laws of the State of  Florida,  except to the extent  that  federal law
shall be deemed to apply.

22.  SUCCESSORS  AND  ASSIGNS.  The Plan  shall be  binding  upon the  Company's
successors and assigns.

                                     * * * *


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