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                                                                   Exhibit 10.36
                                                                   -------------

                        ALABAMA NATIONAL BANCORPORATION
                         1999 LONG TERM INCENTIVE PLAN


                                  SECTION 1.
                                   PURPOSE

     The name of this plan is the Alabama National BanCorporation 1999 Long
Term Incentive Plan (the "Plan"). The purpose of the Plan is to enable Alabama
National BanCorporation (the "Company") and its Subsidiaries to retain employees
who contribute to the Company's success by their ability, ingenuity and
industry, to attract employees who the Company's management believes can make
such contributions, and to enable such employees to participate in the long term
success and growth of the Company through equity ownership in the Company.


                                   SECTION 2.
                                  DEFINITIONS

     For purposes of the Plan, the following terms shall be defined as set
forth below:

     "Board" means the Board of Directors of the Company.

     "Cause" means a felony conviction of a participant or the failure of a
participant to contest prosecution for a felony, or a participant's willful
misconduct or dishonesty which is harmful to the business or reputation of the
Company or any Subsidiary, as determined by the Committee in its sole
discretion.

     "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto.

     "Committee" means a committee of the Board appointed for the purpose of
administering the Plan.

     "Commission" means the Securities and Exchange Commission.

     "Company" means Alabama National BanCorporation, a corporation organized
under the laws of the State of Delaware (or any successor corporation).

     "Disability" means total and permanent disability as determined in
accordance with the Company's long term disability programs or policies in
effect at the time of determination.

     "Early Retirement" means retirement from active employment with the Company
or any Subsidiary on or after the date on which a participant reaches the age of
fifty-five (55) but before the date on which the participant reaches the age of
sixty-five (65).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
any successor thereto.

     "Fair Market Value" means, as of any given date, the closing price of the
Stock on such date (or if no transactions were reported on such date on the next
preceding date on which transactions were so reported) on the NASDAQ Stock
Market or if the Stock is not on such date listed on the NASDAQ Stock Market, in
the principal market in which such Stock is traded on such date.

     "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.

     "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

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     "Normal Retirement" means retirement from active employment with the
Company and any Subsidiary on or after the date on which a participant reaches
the age of sixty-five (65).

     "Performance Award" means an award of shares of Stock or cash to a
participant pursuant to Section 9 contingent upon achieving certain performance
goals.

     "Plan" means this 1999 Long Term Incentive Plan.

     "Restricted Stock" means an award of shares of Stock granted pursuant to
Section 8 hereof.

     "Retirement" means Normal or Early Retirement.

     "Stock" means the Common Stock of the Company.

     "Stock Appreciation Right" means a right granted pursuant to Section 7,
which entitles the holder to receive a cash payment or an award of Stock in an
amount equal to the difference between (i) the Fair Market Value of the Stock
covered by such right at the date the right is granted, unless otherwise
determined by the Committee pursuant to Section 6, and (ii) the Fair Market
Value of the Stock covered by such right at the date the right is exercised,
multiplied by the number of shares covered by the right.

     "Stock Option" means any option to purchase shares of Stock granted to
employees pursuant to Section 6.

     "Subsidiary" means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if each of the corporations
(other than the last corporation in the unbroken chain) owns stock possessing
50% or more of the total combined voting power of all classes of stock in one of
the other corporations in the chain.

     "Ten Percent Shareholder" means a person who owns (after taking into
account the attribution rules of Section 424(b) of the Code) more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company.

                                  SECTION 3.
                                ADMINISTRATION

     The Plan shall be administered by the Committee, which shall have the power
and authority to grant to eligible employees, pursuant to the terms of the Plan:
(i) Stock Options; (ii) Stock Appreciation Rights; (iii) Restricted Stock; or
(iv) Performance Awards.

     In particular, the Committee shall have the authority:

     (i)   to select the employees of the Company and its Subsidiaries to whom
Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Awards
or a combination of the foregoing from time to time will be granted hereunder;

     (ii)  to determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock,
Performance Awards or a combination of the foregoing, are to be granted
hereunder;

     (iii) to determine the number of shares of Stock to be covered by each such
award granted hereunder;

     (iv)  to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder including, but not limited to,
any restriction on any Stock Option or other award and/or the shares of Stock
relating thereto based on performance and/or such other factors as the Committee
may determine, in its sole

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discretion, and any vesting features based on the passage of time, performance
and/or such other factors as the Committee may determine, in its sole
discretion;

     (v)   to determine whether, to what extent and under what circumstances
Stock and other amounts payable with respect to an award under this Plan shall
be deferred either automatically or at the election of a participant, including
providing for and determining the amount (if any) of deemed earnings on any
deferred amount during any deferral period.

     Subject to Section 11, the Committee shall have the authority to adopt,
alter and repeal such administrative rules, guidelines and practices governing
the Plan as it shall, from time to time, deem advisable; to interpret the terms
and provisions of the Plan and any award issued under the Plan (and any
agreements relating thereto); and to otherwise supervise the administration of
the Plan.

     Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any award hereunder shall be within the sole discretion of the
Committee, may be made at any time, and shall be final, conclusive and binding
upon all persons, including the Company, any employee, any holder or beneficiary
of any award granted hereunder and any shareholder.


                                  SECTION 4.
                             STOCK SUBJECT TO PLAN

     The total number of shares of Stock reserved and available for distribution
under the Plan shall be 300,000 (subject to appropriate adjustments to reflect
changes in the capitalization of the Company). Such shares may consist, in whole
or in part, of authorized and unissued shares or treasury shares.

     The maximum number of shares subject to awards which may be granted under
the Plan to any individual in any one year is 75,000 (subject to appropriate
adjustments to reflect changes in the capitalization of the Company).

     If any shares of Stock that have been subject to Stock Options cease to be
subject to Stock Options, or if any shares subject to any Restricted Stock award
granted hereunder are forfeited or such award is otherwise terminated, such
shares shall again be available for distribution in connection with future
awards under the Plan.

     In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, a substitution or adjustment shall be made in the aggregate
number of shares reserved for issuance under the Plan, in the number and option
price of shares subject to outstanding Stock Options granted under the Plan and
in the number of shares subject to Restricted Stock awards granted under the
Plan as may be determined to be appropriate by the Committee, in its sole
discretion, provided that the number of shares subject to any award shall always
be a whole number. Such adjusted option price shall also be used to determine
the amount payable by the Company upon the exercise of any Stock Appreciation
Right associated with any Stock Option.


                                   SECTION 5.
                                  ELIGIBILITY

     Employees of the Company or its Subsidiaries (but excluding members of the
Committee and any person who serves only as a director) who are responsible for
or contribute to the management, growth and/or profitability of the business of
the Company or its Subsidiaries are eligible to be granted Stock Options, Stock
Appreciation Rights, Restricted Stock or Performance Awards. The optionees and
participants under the Plan shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible, and the Committee
shall determine, in its sole discretion, the number of shares covered by each
award or grant.


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                                  SECTION 6.
                                 STOCK OPTIONS

     Stock Options may be granted either alone or in addition to other awards
granted under the Plan. Any Stock Option granted under the Plan shall be in such
form as the Committee may from time to time approve, and the provisions of Stock
Option awards need not be the same with respect to each optionee.

     The Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options.

     The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in
each case with or without Stock Appreciation Rights). To the extent that any
Stock Option does not qualify as an Incentive Stock Option, it shall constitute
a separate Non-Qualified Stock Option.

     Except as provided in Section 6(j) hereof, no term of this Plan relating to
Incentive Stock Options shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so exercised, so as to
disqualify either the Plan or any Incentive Stock Option under Section 422 of
the Code. Notwithstanding the foregoing, in the event an optionee voluntarily
disqualifies a Stock Option as an Incentive Stock Option within the meaning of
Section 422 of the Code, the Committee may, but shall not be obligated to, make
such additional grants, awards or bonuses as the Committee shall deem
appropriate, to reflect the tax savings to the Company which results from such
disqualification.

     Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

     (a)  Option Price. The option price per share of Stock purchasable under a
          ------------
Stock Option shall be determined by the Committee at the time of grant but shall
not be less than 100% of the Fair Market Value of the Stock on the date of the
grant of the Stock Option; provided, however, if the Stock Option is an
Incentive Stock Option granted to a Ten Percent Shareholder, the option price
for each share of Stock subject to such Incentive Stock Option shall be no less
than one hundred ten percent (110%) of the Fair Market Value of a share of Stock
on the date such Incentive Stock Option is granted.

     (b)  Option Term. The term of each Stock Option shall be fixed by the
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Committee, provided that no Stock Option which is granted to a Ten Percent
Shareholder shall be exercisable more than five (5) years after the date such
Stock Option is granted and that no Stock Option which is granted to an optionee
that is not a Ten Percent Shareholder shall be exercisable more than ten (10)
years after the date such Stock Option is granted.

     (c)  Exercisability. Subject to Section 6(j) with respect to Incentive
          --------------
Stock Options, Stock Options shall be exercisable at such time or times and
subject to such terms and conditions, including, without limitation, vesting
conditions tied to Stock price or other criteria, as shall be determined by the
Committee at grant. If the Committee provides, in its discretion, that any Stock
Option is exercisable only in installments, the Committee may waive such
installment exercise provision at any time in whole or in part based on
performance and/or such other factors as the Committee may determine in its sole
discretion.

     (d)  Method of Exercise. Stock Options may be exercised in whole or in
          ------------------
part at any time during the option period, by giving written notice of exercise
to the Company specifying the number of shares to be purchased, accompanied by
payment in full of the purchase price, in cash, by check or such other
instrument as may be acceptable to the Committee. As determined by the
Committee, in its sole discretion, at or after grant, payment in full or in part
may also be made in the form of unrestricted Stock owned by the optionee or, in
the case of the exercise of a Non-Qualified Stock Option, Restricted Stock
subject to an award hereunder may be used for payment (based, in each case, on
the Fair Market Value of the Stock on the date the option is exercised, as
determined by the Committee). If payment of the option exercise price of a
Non-Qualified Stock Option is made in whole or in part with shares of Restricted
Stock the shares received upon the exercise of such Stock Option shall be
restricted or deferred, as the case

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may be, in accordance with the original term of the Restricted Stock award in
question, except that the Committee may direct that such restrictions or
deferral provisions shall apply only to the number of such shares equal to the
number of shares of Restricted Stock surrendered upon the exercise of such
option. No shares of unrestricted Stock shall be issued until full payment
therefor has been made. An optionee shall have the rights to dividends or other
rights of a stockholder with respect to shares subject to the Stock Option when
the optionee has given written notice of exercise and has paid in full for such
shares.

     (e)  Transferability of Options. Except as otherwise set forth in this
          --------------------------
Section 6(e), no Stock Option shall be transferable by the Optionee otherwise
than by will or by the laws of descent and distribution. All Stock Options shall
be exercisable, during the optionee's lifetime, only by the optionee. The
Committee shall have the discretionary authority, however, to grant
Non-Qualified Stock Options which would be transferable to members of an
optionee's immediate family (which shall include, for purposes of this section,
spouses and children and grandchildren, whether natural or adopted), and to
trusts for the benefit of such family members and partnerships or limited
liability companies in which such family members are the only partners or
members. For purposes of paragraphs (f), (g), (h) and (i) of this Section 6, a
transferred Stock Option may be exercised by the transferee only to the extent
that the optionee would have been entitled had the Stock Option not been
transferred.

     (f)  Termination of Employment by Reason of Death. Unless otherwise
          --------------------------------------------
determined by the Committee, if any optionee's employment with the Company or
any Subsidiary terminates by reason of death, the Stock Option may thereafter be
immediately exercised, to the extent then exercisable (or on such accelerated
basis as the Committee shall determine at or after grant), by the legal
representative of the estate or by the legatee of the optionee under the will of
the optionee, for a period of three (3) years from the date of death (or such
shorter period as may be determined by the Committee at the time of grant) or
until the expiration of the stated term of such Stock Option, whichever period
is the shorter.

     (g)  Termination of Employment by Reason of Disability. Unless otherwise
          -------------------------------------------------
determined by the Committee, if any optionee's employment with the Company and
any Subsidiary terminates by reason of Disability, any Stock Option held by such
optionee may thereafter be exercised, to the extent it was exercisable at the
time of termination due to Disability (or on such accelerated basis as the
Committee shall determine at or after grant), for a period of three (3) years
(or such shorter period as may be determined by the Committee at the time of
grant) from the date of such termination of employment or the expiration of the
stated term of such Stock Option, whichever period is the shorter; and if the
optionee dies within such period, any unexercised Stock Option held by such
optionee shall thereafter be exercisable to the extent to which it was
exercisable at the time of death, for the remainder of such period. In the event
of termination of employment by reason of Disability, if an Incentive Stock
Option is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.

     (h)  Termination of Employment by Reason of Retirement. Unless otherwise
          -------------------------------------------------
determined by the Committee, if any optionee's employment with the Company or
any Subsidiary terminates by reason of Retirement (with Committee consent) under
a formal plan or policy of the Company, any Stock Option held by such optionee
may thereafter be exercised, to the extent it was exercisable at the time of
such Retirement (or on such accelerated basis as the Committee shall determine
at or after grant), for a period of three (3) years (or such shorter period as
may be determined by the Committee at the time of grant) from the date of such
termination of employment or the expiration of the stated term of such Stock
Option, whichever period is the shorter; and if the optionee dies within such
period, any unexercised Stock Option held by such optionee shall thereafter be
exercisable, to the extent to which it was exercisable at the time of death, for
the remainder of such period. In the event of termination of employment by
reason of Retirement, if an Incentive Stock Option is exercised after the
exercise periods that apply for purposes of Section 422 of the Code, such Stock
Option will thereafter be treated as a Non-Qualified Stock Option.

     (i)  Other Termination of Employment. Unless otherwise determined by the
          -------------------------------
Committee, if an optionee's employment with the Company or any Subsidiary
terminates for any reason other than death, Disability or Retirement, the Stock
Option shall thereupon terminate, except that such Stock Option may be
exercised, to the extent it was exercisable at the time of termination, for the
lesser of three (3) months from the date of termination or the balance

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of such Stock Option's term, if the optionee's employment with the Company and
any Subsidiary is involuntarily terminated by the optionee's employer without
Cause.

     (j)  Limit on Value of Incentive Stock Option First Exercisable Annually.
          -------------------------------------------------------------------
The aggregate Fair Market Value (determined at the time of grant) of the Stock
for which Incentive Stock Options are exercisable for the first time by an
optionee during any calendar year under the Plan (and/or any other stock option
plans of the Company and any Subsidiary) shall not exceed $100,000.


                                  SECTION 7.
                           STOCK APPRECIATION RIGHTS

     (a)  Grant and Exercise When Granted in Conjunction With Stock Options.
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Stock Appreciation Rights may be granted in conjunction with all or part of any
Stock Option granted under the Plan and may contain terms and conditions
different from those of the related Stock Option, except as otherwise provided
below. In the case of a Non-Qualified Stock Option, such rights may be granted
either at or after the time of the grant of such Non-Qualified Stock Option. In
the case of an Incentive Stock Option, such rights may be granted only at the
time of the grant of such Incentive Stock Option.

     A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, except that,
unless otherwise provided by the Committee at the time of grant, a Stock
Appreciation Right granted with respect to less than the full number of shares
covered by a related Stock Option shall only be reduced if and to the extent
that the number of shares covered by the exercise or termination of the related
Stock Option exceeds the number of shares not covered by the Stock Appreciation
Right.

     A Stock Appreciation Right may be exercised by an optionee, in accordance
with Section 7(c), by surrendering the applicable portion of the related Stock
Option. Upon such exercise and surrender, the optionee shall be entitled to
receive an amount determined in the manner prescribed in Section 7(c). Stock
Options which have been so surrendered, in whole or in part, shall no longer be
exercisable to the extent the related Stock Appreciation Rights have been
exercised.

     (b)  Grant and Exercise When Granted Alone. Stock Appreciation Rights
          -------------------------------------
may be granted at the discretion of the Committee in a manner not related to an
award of a Stock Option. The Stock Appreciation Right, granted under Section
7(b), shall be exercisable in accordance with Section 7(c) over a period not to
exceed ten years. Any Stock Appreciation Right which is outstanding on the last
day of the exercisable period shall be automatically exercised on such date for
cash or Common Stock, as determined by the Committee, without any action by the
holder.

     (c)  Terms and Conditions. Stock Appreciation Rights shall be subject to
          --------------------
such terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee, including the following:

          (i)   Stock Appreciation Rights granted pursuant to Section 7(a) shall
be exercisable only at such time or times and to the extent that the Stock
Options to which the Stock Appreciation Rights relate shall be exercisable in
accordance with the provisions of Section 6 and this Section 7 of the Plan.

          (ii)   Upon the exercise of a Stock Appreciation Right granted
pursuant to Section 7(a), an optionee shall be entitled to receive an amount in
cash or shares of Stock equal in value to the excess of the Fair Market Value of
one share of Stock over the option price per share specified in the related
Stock Option multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised, with the Committee having the
right to determine the form of payment. Upon the exercise of a Stock
Appreciation Right granted pursuant to Section 7(b), the holder shall be
entitled to receive an amount in cash or shares of Stock equal in value to the
excess of the Fair Market Value of one share of Stock over the Fair Market Value
of one share of Stock

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at the date the Stock Appreciation Right was granted multiplied by the number of
shares in respect of which the Stock Appreciation Right shall have been
exercised, with the Committee having the right to determine the form of payment.

          (iii)  Stock Appreciation Rights shall be transferable only
when and to the extent that any underlying Stock Option would be transferable
under Section 6(e) of the Plan. Otherwise, Stock Appreciation Rights shall not
be transferable by the holder other than by will or the laws of descent and
distribution. Except as set forth above, all Stock Appreciation Rights shall be
exercisable, during the holder's lifetime, only by the holder.

          (iv)   Upon the exercise of a Stock Appreciation Right granted
pursuant to Section 7(a), the Stock Option, or part thereof to which such Stock
Appreciation Right is related, shall be deemed to have been exercised for the
purpose of the limitation set forth in Section 4 of the Plan on the number of
shares of Stock to be issued under the Plan.

          (v)    A Stock Appreciation Right granted in connection with an
Incentive Stock Option pursuant to Section 7(a) may be exercised only if and
when the market price of the Stock subject to the Incentive Stock Option exceeds
the exercise price of such Stock Option.


                                  SECTION 8.
                               RESTRICTED STOCK

     (a)  Administration. Shares of Restricted Stock may be issued either alone
          --------------
or in addition to other awards granted under the Plan. The Committee shall
determine the employees of the Company and its Subsidiaries to whom, and the
time or times at which, grants of Restricted Stock will be made, the number of
shares to be awarded, the price, if any, to be paid by the recipient of
Restricted Stock (subject to Section 8(b) hereof), the time or times within
which such awards may be subject to forfeiture, and all other conditions of the
awards. However, in no event shall any restriction, including risk of
forfeiture, attach to the Restricted Stock for a term to exceed ten years from
the date such Stock was granted. The Committee may also condition the grant of
Restricted Stock upon the attainment of specified performance goals, or such
other criteria as the Committee may determine, in its sole discretion. The
provisions of Restricted Stock awards need not be the same with respect to each
recipient.

     (b)  Awards and Certificates. The prospective recipient of an award of
          -----------------------
shares of Restricted Stock shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
(a "Restricted Stock Award Agreement") and has delivered a fully executed copy
thereof to the Company, and has otherwise complied with the then applicable
terms and conditions.

          (i)    Awards of Restricted Stock must be accepted within a period of
60 days (or such shorter period as the Committee may specify) after the award
date by executing a Restricted Stock Award Agreement and paying whatever price,
if any, is required.

          (ii)   Each participant who is awarded Restricted Stock shall be
issued a stock certificate in respect of such shares of Restricted Stock.

     Such certificate shall be registered in the name of the participant, and
shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such award, substantially in the following:

     The transferability of this certificate and the shares of stock
     represented hereby are subject to the terms and conditions
     (including forfeiture) of the Alabama National BanCorporation
     1999 Long Term Incentive Plan and a Restricted Stock Agreement
     entered into between the registered owner and Alabama National
     BanCorporation. Copies of such Plan and Agreement are on file in
     the offices of Alabama National BanCorporation, 1927 First Avenue
     North, Birmingham, Alabama 35203.

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          (iii)  The Committee shall require that the stock certificates
evidencing such shares be held in custody by the Company until the restrictions
thereon shall have lapsed, and that, as a condition of any Restricted Stock
award, the participant shall have delivered a stock power, endorsed in blank,
relating to the Stock covered by such award.

     (c)  Restrictions and Conditions. The shares of Restricted Stock awarded
          ---------------------------
pursuant to this Section 8 shall be subject to the following restrictions and
conditions:

          (i)    Subject to the provisions of this Plan and Restricted Stock
Award Agreements, during the period established by the Committee in which the
Restricted Stock is subject to forfeiture (the "Restriction Period"), the
participant shall not be permitted to sell, transfer, pledge or assign shares of
Restricted Stock awarded under the Plan. Within these limits, the Committee may,
in its sole discretion, provide for the lapse of such restrictions in
installments and may accelerate or waive such restrictions in whole or in part
based on performance and/or such other factors as the Committee may determine,
in its sole discretion.

          (ii)   Except as provided in Section 8(c)(i), the participant shall
have, with respect to the shares of Restricted Stock, all of the rights of a
stockholder of the Company, including the right to receive any dividends.

          Dividends paid in cash with respect to shares of Restricted Stock
shall not be subject to any restrictions or subject to forfeiture. Dividends
paid in stock of the Company or stock received in connection with a stock split
with respect to Restricted Stock shall be subject to the same restrictions as on
such Restricted Stock. Certificates for shares of unrestricted Stock shall be
delivered to the participant promptly after, and only after, the period of
forfeiture shall expire without forfeiture in respect of such shares of
Restricted Stock.

          (iii)  Subject to the provisions of the Restricted Stock Award
Agreement and this Section 8, upon termination of employment for any reason
during the Restriction Period, all shares still subject to restriction shall be
forfeited by the participant, and the participant shall only receive the amount,
if any, paid by the participant for such forfeited Restricted Stock.

          (iv)   In the event of special hardship circumstances of a participant
whose employment is involuntarily terminated (other than for Cause), the
Committee may, in its sole discretion, waive in whole or in part any or all
remaining restrictions with respect to such participant's shares of Restricted
Stock.


                                  SECTION 9.
                              PERFORMANCE AWARDS

     Performance Awards shall be evidenced by performance award agreements
in such form not inconsistent with the Plan as the Committee shall approve from
time to time. Such agreements shall contain in substance the following terms and
conditions:

     (a)  Performance Period. The performance period for a Performance Award
          ------------------
shall be established by the Committee and shall be not more than ten (10) years.

     (b)  Valuation of Awards. A value for each Performance Award shall be
          -------------------
established by the Committee, together with principal and minimum performance
targets to be achieved with respect to the Performance Award during the
performance period. The participant shall be entitled to receive one hundred
percent (100%) of the value of the Performance Award if the principal target is
achieved during the performance period, but shall be entitled to received
nothing for such Performance Award if the minimum target is not achieved during
the performance period. The participant shall be entitled to receive a stated
portion of the value of the Performance Award for performance during the
performance period which meets or exceeds the minimum target but fails to meet
the principal target.

     (c)  Performance Targets. The performance targets established under the
          -------------------
Plan shall relate to the performance of the Company or any segment thereof
(collectively referred to in this Section 9 as "Company's

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performance") over the performance period, and may be established in terms of
growth in earnings or equity, ratio of earnings to stockholders' equity or to
total capital, total return to the Company's stockholders, or any other
performance standards as may be determined by the Committee. Multiple targets
may be used and may have the same or different weighting, and they may relate to
the Company's absolute performance or the Company's performance as measured
against that of other companies, or any other standards as may be determined by
the Committee.

     (d)  Adjustments. At any time prior to payment of the Performance Awards,
          -----------
the Committee may adjust previously established performance targets and other
terms and conditions, to reflect major unforeseen events such as changes in
laws, regulations or accounting policies or procedures, mergers, acquisitions or
divestitures or extraordinary, unusual or nonrecurring items or events.

     (e)  Payments of Performance Awards. Following the conclusion of each
          ------------------------------
performance period, the Committee shall determine the extent to which
performance targets have been attained for such period as well as the other
terms and conditions established by the Committee. The Committee shall determine
what, if any, payment is due on the Performance Awards and whether such payment
shall be made in cash, in Stock, or partially in cash and partially in Stock.
Any payments made in Stock shall be made as promptly as practicable following
the end of the performance period unless deferred subject to such terms and
conditions as may be prescribed by the Committee.

     (f)  Termination by Death, Disability or Retirement. Any employee granted a
          ----------------------------------------------
Performance Award pursuant to this Section 9, who, by reason of death,
Disability or Retirement, terminates employment before the end of the
performance period, may be entitled to receive a portion of any earned
Performance Award. The Committee, in its discretion, will determine the amount,
if any, of the Performance Award earned and the time at which payment will be
made.

     (g)  Other Termination. An employee who voluntarily terminates employment
          -----------------
or whose employment is terminated involuntarily for Cause will forfeit all
rights under the Performance Awards.

     (h)  Section 162(m) Provisions. Unless otherwise determined by the
          -------------------------
Committee, achievement objectives established for the top five most highly
compensated officers of the Company shall be pre-established objective
performance goals within the meaning of Section 162(m) of the Code and treasury
regulations promulgated thereunder. Furthermore, unless otherwise determined by
the Committee, once the Committee has established one or more performance
targets with respect to a Performance Award granted to one of the top five most
highly compensated officers of the Company which were, when granted, intended to
be pre-established objective performance goals within the meaning of Section
162(m) of the Code and the treasury regulations thereunder, the Committee shall
not waive or alter the targets after the earlier of (i) the expiration of
twenty-five percent (25%) of the performance period or (ii) the date on which
the outcome under the targets is substantially certain. Unless otherwise
determined by the Committee, if any provision of the Plan or any Performance
Award granted to an individual who is one of the top five most highly
compensated officers of the Company hereunder would disqualify the Performance
Award with respect to such individual, or would otherwise not comply with
Section 162(m) of the Code, such provision or Performance Award shall be
construed or deemed amended to conform to Section 162(m) of the Code.


                                  SECTION 10.
                                LOAN PROVISIONS

     With the consent of the Committee, the Company may make, or arrange for, a
loan or loans to an employee with respect to the exercise of any Stock Option
granted under the Plan and/or with respect to the payment of the purchase price,
if any, of any Restricted Stock awarded hereunder. The Committee shall have full
authority to decide whether to make a loan or loans hereunder and to determine
the amount, term and provisions of any such loan or loans, including the
interest rate to be charged in respect of any such loan or loans, whether the
loan or loans are to be with or without recourse against the borrower, the terms
on which the loan is to be repaid and the conditions, if any, under which the
loan or loans may be forgiven.

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<PAGE>

                                  SECTION 11.
                          AMENDMENTS AND TERMINATION

     The Board may amend, alter, or discontinue the Plan as it shall deem
advisable or to conform to any change in any applicable law or regulation
applicable thereto (including, without limitation, applicable federal securities
laws and regulations and applicable federal income tax laws and regulations);
provided, however, that no amendment, alteration, or discontinuation shall be
made which would impair the right of an optionee or participant under a Stock
Option, Stock Appreciation Right, Restricted Stock, or Performance Award
theretofore granted, without the optionee's or participant's consent, or which
without the approval of the stockholders would:

     (a)  except as expressly provided in this Plan, increase the total number
of shares reserved for issuance under the Plan;

     (b)  decrease the option price of any Stock Option to less than 100% of the
Fair Market Value on the date of the granting of the option;

     (c)  change the participants or class of participants eligible to
participate in the Plan; or

     (d)  extend the maximum option period under Section 6(b) of the Plan.

     The Committee may amend the terms of any award or option theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any holder without his or her consent. The Committee may also
substitute new Stock Options for previously granted Stock Options including
options granted under other plans applicable to the participant and previously
granted Stock Options having higher option prices.


                                  SECTION 12.
                            UNFUNDED STATUS OF PLAN

     The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company nothing set forth herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Stock or payment in lieu of or with respect to awards
hereunder; provided, however, that the existence of such trusts or other
arrangements shall be consistent with the unfunded status of the Plan.


                                  SECTION 13.
                               CHANGE IN CONTROL

     In the case of a merger or consolidation in which the Company is not the
surviving corporation, or a sale or other transfer of all or substantially all
of the business or property of the Company (including, but not limited to, the
sale or other transfer of one or more of the Company's principal Subsidiary
banks if such sale or transfer could constitute a substantial majority of the
Company's business or property), or liquidation or dissolution of the Company,
or in the event of a tender offer or any other change involving a threatened
change in control of the Company which, in the opinion of the Committee, could
deprive the holders of the benefits intended to be conferred by awards
hereunder, the Committee may, in anticipation of any such transaction event,
either at the time of grant or thereafter, make such adjustments in the terms
and conditions of outstanding awards, as the Committee in its sole discretion
determines are equitably warranted under the circumstances, including, without
limitation, (i) acceleration of exercise terms or (ii) acceleration of the lapse
of restrictions and/or performance objectives or other terms.


                                      10
<PAGE>

                                  SECTION 14.
                              GENERAL PROVISIONS

     (a)  All certificates for shares of Stock delivered under the Plan shall
be subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Commission, any stock exchange upon which the Stock is then listed, and any
applicable Federal or state securities law, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate reference to
such restrictions.

     (b)  Nothing set forth in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan shall
not confer upon any employee of the Company or any Subsidiary, any right to
continued employment with the Company or a Subsidiary, as the case may be, nor
shall it interfere in any way with the right of the Company or a Subsidiary to
terminate the employment of any of its employees at any time.

     (c)  No employee shall have any rights as a shareholder of the Company as a
result of the grant of a Stock Option to him or her under this Plan or his or
her exercise of such Stock Option pending the actual issuance of Stock subject
to such Stock Option to such employee.

     (d)  Each participant shall, no later than the date as of which the value
of an award first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of, any Federal, state, or local
taxes of any kind required by law to be withheld with respect to the award. The
obligations of the Company under the Plan shall be conditioned on such payment
or arrangements, and the Company (and, where applicable, its Subsidiaries),
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the participant.

     Subject to applicable laws and regulations regarding transactions in Stock
by persons who are deemed insiders, a participant may elect to have the
withholding tax obligations or, in the case of all awards hereunder except Stock
Options which have related Stock Appreciation Rights, if the Committee so
determines, any additional tax obligation with respect to any awards hereunder
satisfied by (a) having the Company withhold shares of Stock otherwise
deliverable to the participant with respect to the award or (b) delivering to
the Company shares of unrestricted Stock.

     (e)  At the time of grant or purchase, the Committee may provide, in
connection with any grant or purchase made under this Plan, that the shares of
Stock received as a result of such grant or purchase shall be subject to a right
of first refusal, pursuant to which the participant shall be required to offer
the Company any shares that the participant wishes to sell, with the price being
the then Fair Market Value of the Stock, subject to such terms and conditions as
the Committee may specify at the time of grant.

     (f)  No member of the Board or the Committee, nor any officer or employee
of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation taken or made
in good faith with respect to the Plan, and all members of the Board or the
Committee and each and any officer or employee of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and protected
by the Company in respect of any such action, determination or interpretation.

     (g)  If any provision of the Plan or any agreement representing an award
granted hereunder is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction or as to any person or award, or would
disqualify the Plan or any award granted hereunder under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to the applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the award, such provision shall be stricken as to such
jurisdiction, person or award and the remainder of the Plan and any such award
shall remain in full force and effect.

                                      11
<PAGE>

     (h)  Each award under the Plan shall be subject to the requirement that, if
at any time the Committee shall determine that (a) the listing, registration or
qualification of the shares of Stock subject or related thereto upon any
securities exchange or under any state or federal law, or (b) the consent or
approval of any government regulatory authority, or (c) an agreement by the
recipient of an award with respect to the disposition of shares of Stock, is
necessary or desirable as a condition of, or in connection with, the granting of
such award or the issue or purchase of shares of Stock thereunder, such award
may not be consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee. A participant
shall agree, as a condition of receiving any award under the Plan, to execute
any documents, make any representations, agree to restrictions on stock
transferability and take any actions which in the opinion of legal counsel to
the Company is required by any applicable law, ruling or regulation.

     (i)  Nothing in the Plan shall affect the right or power of the Company or
its stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of stock
or of options, warrants or rights to purchase stock or of bonds, debentures,
preferred or prior preference stocks whose rights are superior to or affect the
Stock or the rights thereof or which are convertible into or exchangeable for
Stock, or the dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.

     (j)  Headings are given to the sections and subsections of the Plan solely
as a convenience to facilitate reference. Such headings shall not be deemed in
any way material or relevant to the construction or interpretation of the Plan
or any provision thereof.


                                  SECTION 15.
                            EFFECTIVE DATE OF PLAN

     The effective date of this Plan shall be the date it is adopted by the
Board; provided that the shareholders of the Company shall approve the Plan
within twelve (12) months after the date of adoption; and, provided further,
that any awards granted under this Plan before the date of such shareholder
approval shall be granted subject to such approval.


                                  SECTION 16.
                                 TERM OF PLAN

     No Stock Option, Stock Appreciation Right, Restricted Stock or Performance
Award shall be granted pursuant to the Plan on or after the tenth anniversary of
the date of stockholder approval, but awards theretofore granted may extend
beyond that date.


                                      12