<PAGE>   1
                                                                    EXHIBIT 10.9

                         FIRST CAPITAL BANCSHARES, INC.
                           2000 STOCK INCENTIVE PLAN

                               TABLE OF CONTENTS
<TABLE>
 <S>                                                                        <C>
 ARTICLE I DEFINITIONS ......................................................1
 ARTICLE II THE PLAN ........................................................4

    2.1   NAME ..............................................................4
    2.2   PURPOSE ...........................................................4
    2.3   EFFECTIVE DATE ....................................................4
 ARTICLE III PARTICIPANTS ...................................................5
 ARTICLE IV ADMINISTRATION ..................................................5

    4.1   DUTIES AND POWERS OF THE COMMITTEE ................................5
    4.2   INTERPRETATION; RULES .............................................5
    4.3   No LIABILITY ......................................................5
    4.4   MAJORITY RULE .....................................................6
    4.5   COMPANY ASSISTANCE ................................................6

 ARTICLE V SHARES OF STOCK SUBJECT TO PLAN ..................................6
    5.1   LIMITATIONS .......................................................6
    5.2   ANTIDILUTION ......................................................7
 ARTICLE VI OPTIONS .........................................................8

    6.1   TYPES OF OPTIONS GRANTED ..........................................8
    6.2   OPTION GRANT AND AGREEMENT ........................................8
    6.3   OPTIONEE LIMITATIONS ..............................................8
    6.4   $100,000 LIMITATION ...............................................9
    6.5   EXERCISE PRICE ....................................................9
    6.6   EXERCISE PERIOD ...................................................9
    6.7   OPTION EXERCISE ...................................................9
    6.8   NONTRANSFERABILITY OF OPTION .....................................10
    6.9   TERMINATION OF EMPLOYMENT OR SERVICE .............................11
    6.10  EMPLOYMENT RIGHTS ................................................11
    6.11  CERTAIN SUCCESSOR OPTIONS ........................................11
    6.12  EFFECT OF A CORPORATE TRANSACTION ................................11

 ARTICLE VII STOCK CERTIFICATES ............................................12
 ARTICLE VIII TERMINATION AND AMENDMENT ....................................12
    8.1   TERMINATION AND AMENDMENT ........................................12
    8.2   EFFECT ON GRANTEE'S RIGHTS .......................................13
 ARTICLE IX RELATIONSHIP TO OTHER COMPENSATION PLANS .......................13
 ARTICLE X MISCELLANEOUS ...................................................13
    10.1  REPLACEMENT OR AMENDED GRANTS ....................................13
    10.2  FORFEITURE FOR COMPETITION .......................................13
    10.3  LEAVE OF ABSENCE .................................................13
    10.4  PLAN BINDING ON SUCCESSORS........................................14
</TABLE>



                                       i
<PAGE>   2
<TABLE>
   <S>   <C>                                                                <C>
    10.5  HEADINGS, ETC., NO PART OF PLAN ..................................14
    10.6  SECTION  16 COMPLIANCE ...........................................14
</TABLE>


                                      ii
<PAGE>   3

                         FIRST CAPITAL BANCSHARES, INC.
                           2000 STOCK INCENTIVE PLAN

                                   ARTICLE I
                                  DEFINITIONS

         As used herein, the following terms have the following meanings unless
the context clearly indicates to the contrary:

         "Board" shall mean the Board of Directors of the Company.

         "Cause" (i) with respect to the Company or any subsidiary which
employs the recipient of an Option (the "recipient") or for which such
recipient primarily performs services, the commission by the recipient of an
act of fraud, embezzlement, theft or proven dishonesty, or any other illegal
act or practice (whether or not resulting in criminal prosecution or
conviction), or any act or practice which the Committee shall, in good faith,
deem to have resulted in the recipient's becoming unbondable under the
Company's or the subsidiary's fidelity bond; (ii) the willful engaging by the
recipient in misconduct which is deemed by the Committee, in good faith, to be
materially injurious to the Company or any subsidiary, monetarily or otherwise,
including, but not limited to, improperly disclosing trade secrets or other
confidential or sensitive business information and data about the Company or
any subsidiaries and competing with the Company or its subsidiaries, or
soliciting employees, consultants or customers of the Company in violation of
law or any employment or other agreement to which the recipient is a party; or
(iii) the willful and continued failure or habitual neglect by the recipient to
perform his or her duties with the Company or the subsidiary substantially in
accordance with the operating and personnel policies and procedures of the
Company or the subsidiary generally applicable to all their employees. For
purposes of this Plan, no act or failure to act by the recipient shall be
deemed to be "willful" unless done or omitted to be done by recipient not in
good faith and without reasonable belief that the recipient's action or omission
was in the best interest of the Company and/or the subsidiary. Notwithstanding
the foregoing, if the recipient has entered into an employment agreement that is
binding as of the date of employment termination, and if such employment
agreement defines "Cause," then the definition of "Cause" in such agreement
shall apply to the recipient in this Plan. Whether an act constitutes "Cause"
under either (i), (ii) or (iii) shall be determined by the Committee in its sole
discretion, and its determination shall be binding.

         "Code" shall mean the United States Internal Revenue Code of 1986,
including effective date and transition rules (whether or not codified). Any
reference herein to a specific section of the Code shall be deemed to include a
reference to any corresponding provision of future law.

         "Committee" shall mean a committee of at least two Directors appointed
from time to time by the Board, having the duties and authority set forth
herein in addition to any other authority granted by the Board. In selecting
the Committee, the Board shall consider (i) the benefits under Section 162(m)
of the Code of having a Committee composed of "outside directors" (as that term
is defined in the Code) for certain grants of Options to highly compensated
executives, and (ii) the benefits under Rule 16b-3 of having a Committee
composed of either the entire Board or a



<PAGE>   4

Committee of at least two Directors who are Non-Employee Directors for Options
granted to or held by any Section 16 Insider. At any time that the Board shall
not have appointed a committee as described above, any reference herein to the
Committee shall mean the Board.

         "Company" shall mean First Capital Bancshares, Inc., a South Carolina
corporation.

         "Change in Control" shall mean the occurrence of any of the following
events: (1) a change in the ownership, holding or power to vote more than 25%
of the Company's voting stock, (2) a change in the ownership or possession of
the ability to control the election of a majority of the Company's directors,
(3) a change in the ownership or possession of the ability to exercise a
controlling influence over the management or policies of 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 (4) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company (the "Continuing Directors") cease for
any reason to constitute at least two-thirds of the members of such Board of
Directors, provided that any individual whose election or nomination for
election as a member of such Board was approved by a vote of at least
two-thirds of the Continuing Directors then in office shall be considered a
Continuing Director. For purposes of this subparagraph only, the term "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 not specifically listed herein. The
decision of the Committee about whether a Change in Control has occurred shall
be conclusive and binding.

         "Director" shall mean a member of the Board and any person who is an
advisory or honorary director of the Company.

         "Employee" shall mean a person who constitutes an employee of the
Company as such term is defined in the instructions to the Form S-8
Registration Statement under the Securities Act of 1933, and also includes
non-employees to whom an offer of employment has been extended.

         "Exchange Act" shall mean the Securities Exchange Act of 1934. Any
reference herein to a specific section of the Exchange Act shall be deemed to
include a reference to any corresponding provision of future law.

         "Exercise Price" shall mean the price at which an Optionee may
purchase a share of Stock under a Stock Option Agreement.

         "Fair Market Value" on any date shall mean (i) the closing sales price
of the Stock, regular way, on such date on the national securities exchange
having the greatest volume of trading in the Stock during the thirty-day period
preceding the day the value is to be determined or, if such exchange was not
open for trading on such date, the next preceding date on which it was open;
(ii) if the Stock is not traded on any national securities exchange, the
average of the closing high bid and low asked prices of the Stock on the
over-the-counter market on the day such value is to be determined, or in the
absence of closing bids on such day, the closing bids on the next preceding day
on which there were bids; or (iii) if the Stock also is not traded on the
over-the-counter market, the fair market value as determined in good faith by
the Board or the



<PAGE>   5

Committee based on such relevant facts as may be available to the Board, which
may include opinions of independent experts, the price at which recent sales
have been made, the book value of the Stock, and the Company's current and
future earnings.

         "Grantee" shall mean a person who is an Optionee.

         "Incentive Stock Option" shall mean an option to purchase any stock
of the Company, which complies with and is subject to the terms, limitations
and conditions of Section 422 of the Code and any regulations promulgated with
respect thereto.

         "Non-Employee Director" shall have the meaning set forth in Rule 16b-3
under the Exchange Act, as the same may be in effect from time to time, or in
any successor rule thereto, and shall be determined for all purposes under the
Plan according to interpretative or "no-action" positions with respect thereto
issued by the Securities and Exchange Commission.

         "Officer" shall mean a person who constitutes an officer of the
Company for the purposes of Section 16 of the Exchange Act, as determined by
reference to such Section 16 and to the rules, regulations, judicial decisions,
and interpretative or "no-action" positions with respect thereto of the
Securities and Exchange Commission, as the same may be in effect or set forth
from time to time.

         "Option" shall mean an option, whether or not an Incentive Stock
Option, to purchase Stock granted pursuant to the provisions of Article VI
hereof.

         "Optionee" shall mean a person to whom an Option has been granted
hereunder.

         "Parent" shall mean any corporation (other than the Company or a
Subsidiary) in an unbroken chain of corporations ending with the Company if, at
the time of the grant (or modification) of the Option, each of the corporations
other than the Company or a Subsidiary owns stock possessing 50% or more of the
total combined voting power of the classes of stock in one of the other
corporations in such chain.

         "Permanent and Total Disability" shall have the same meaning as given
to that term by Code Section 22(e)(3) and any regulations or rulings
promulgated thereunder.

         "Plan" shall mean the First Capital Bancshares, Inc. 2000 Stock
Incentive  Plan, the terms of which are set forth herein.

         "Purchasable" shall refer to Stock which may be purchased by an
Optionee under the terms of this Plan on or after a certain date specified in
the applicable Stock Option Agreement.

         "Qualified Domestic Relations Order" shall have the meaning set forth
in the Code or in the Employee Retirement Income Security Act of 1974, or the
rules and regulations promulgated under the Code or such Act.



<PAGE>   6

         "Section 16 Insider" shall mean any person who is subject to the
provisions of Section 16 of the Exchange Act, as provided in Rule l6a-2
promulgated pursuant to the Exchange Act.

         "Stock" shall mean the Common Stock, par value $0.01 per share, of
the Company or, in the event that the outstanding shares of Stock are hereafter
changed into or exchanged for shares of a different stock or securities of the
Company or some other entity, such other stock or securities.

         "Stock Option Agreement" shall mean an agreement between the Company
and an Optionee under which the Optionee may purchase Stock hereunder.

         "Subsidiary" shall mean any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if, at the time of
the grant (or modification) of the Option, 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 such chain.

                                   ARTICLE II

                                    THE PLAN

         2.1      Name. This Plan shall be known as "First Capital Bancshares,
Inc. 2000 Stock Incentive Plan."

         2.2      Purpose. The purpose of the Plan is to advance the interests
of the Company, its Subsidiaries, and its shareholders by affording Employees
and Directors of the Company and its Subsidiaries an opportunity to acquire or
increase their proprietary interests in the Company. The objective of the
issuance of the Options is to promote the growth and profitability of the
Company and its Subsidiaries because the Grantees will be provided with an
additional incentive to achieve the Company's objectives through participation
in its success and growth and by encouraging their continued association with
or service to the Company.

         2.3      Effective Date. The Plan shall become effective on February
29, 2000; provided, however, that if the shareholders of the Company have not
approved the Plan on or prior to the first anniversary of such effective date,
then all options granted under the Plan shall be non-Incentive Stock Options.
If, at the time of any amendment to the Plan, shareholder approval is required
by the Code for Incentive Stock Options and such shareholder approval has not
been obtained (or is not obtained within 12 months thereof), any Incentive
Stock Options issued under the Plan shall automatically become options which do
not qualify as Incentive Stock Options.

<PAGE>   7
                                  ARTICLE III
                                  PARTICIPANTS

         The class of persons eligible to participate in the Plan shall consist
of all Directors and Employees of the Company or any Subsidiary, provided that
the grant of any Option to a nonemployee to whom an offer of employment has
been extended shall be conditioned upon that individual's acceptance of
employment.

                                   ARTICLE IV
                                 ADMINISTRATION

         4.1      Duties and Powers of the Committee. The Plan shall be
administered by the Committee. The Committee shall select one of its members
as its Chairman and shall hold its meetings at such times and places as it may
determine. The Committee shall keep minutes of its meetings and shall make such
rules and regulations for the conduct of its business as it may deem necessary.
The Committee shall have the power to act by unanimous written consent in lieu
of a meeting, and to meet telephonically. In administering the Plan, the
Committee's actions and determinations shall be binding on all interested
parties. The Committee shall have the power to grant Options in accordance with
the provisions of the Plan and may grant Options singly, in combination, or in
tandem. Subject to the provisions of the Plan, the Committee shall have the
discretion and authority to determine those individuals to whom Options will be
granted, the number of shares of Stock subject to each Option, such other
matters as are specified herein, and any other terms and conditions of a Stock
Option Agreement. The Committee shall also have the discretion and authority to
delegate to any Officer its powers to grant Options under the Plan to any
person who is an Employee of the Company but not an Officer or Director. To the
extent not inconsistent with the provisions of the Plan, the Committee may give
a Grantee an election to surrender an Option in exchange for the grant of a new
Option, and shall have the authority to amend or modify an outstanding Stock
Option Agreement, or to waive any provision thereof, provided that the Grantee
consents to such action.

         4.2      Interpretation; Rules. Subject to the express provisions of
the Plan, the Committee also shall have complete authority to interpret the
Plan, to prescribe, amend, and rescind rules and regulations relating to it, to
determine the details and provisions of each Stock Option Agreement, and to
make all other determinations necessary or advisable for the administration of
the Plan, including, without limitation, the amending or altering of the Plan
and any Options granted hereunder as may be required to comply with or to
conform to any federal, state, or local laws or regulations. If an option
granted under the Plan is intended to be an Incentive Stock Option but does not
qualify as an Incentive Stock Option for any reason, then the option granted
shall remain valid but shall be a non-Incentive Stock Option.

         4.3      No Liability. Neither any member of the Board nor any member
of the Committee shall be liable to any person for any act or determination
made in good faith with respect to the Plan or any Option granted hereunder.

<PAGE>   8


         4.4      Majority Rule. A majority of the members of the Committee
shall constitute a quorum, and any action taken by a majority at a meeting at
which a quorum is present, or any action taken without a meeting evidenced by a
writing executed by all the members of the Committee, shall constitute the
action of the Committee.

         4.5      Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability, or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary
in the performance of its duties.

                                   ARTICLE V

                        SHARES OF STOCK SUBJECT TO PLAN

         5.1      Limitations. The maximum number of shares that may be issued
hereunder shall initially be 84,560 and thereafter shall automatically be
increased each time the Company issues additional shares of Stock so that the
total number of shares issuable hereunder shall at all times equal 15% of the
then outstanding shares of Stock, unless in any case the Board of Directors
adopts a resolution providing that the number of shares issuable under this
Plan shall not be so increased. If for any reason the total number of shares
issuable under this Plan exceeds 15% of the then outstanding shares of Stock
at any time prior to September 27, 2002 (the third anniversary of the
commencement of operations of First Capital Bank), then the number of shares
issuable under this Plan shall automatically be reduced to equal 15% of the
then outstanding shares of Stock (but only to the extent the shares are not
issuable pursuant to outstanding Options), unless the Company obtains approval
from the Office of Thrift Supervision that such a reduction is not required.
Notwithstanding the above, the total number of shares of Stock issuable
pursuant to Incentive Stock Options may not be increased to more than 84,560
(other than pursuant to antidilution adjustments) without shareholder approval.
In addition, the number of shares that may be issued hereunder shall be subject
to any antidilution adjustment pursuant to the provisions of Section 5.2
hereof. Any or all shares of Stock subject to the Plan may be issued in any
combination of Incentive Stock Options or non-Incentive Stock Options. Shares
subject to an Option may be either authorized and unissued shares or shares
issued and later acquired by the Company. The shares covered by any unexercised
portion of an Option that has terminated for any reason (except as set forth in
the following paragraph) may again be optioned under the Plan, and such shares
shall not be considered as having been optioned or issued in computing the
number of shares of Stock remaining available for option hereunder.

         If Options are issued in respect of options to acquire stock of any
entity acquired, by merger or otherwise, by the Company (or any Subsidiary of
the Company), to the extent that such issuance shall not be inconsistent with
the terms, limitations and conditions of Code section 422 or Rule 16b-3 under
the Exchange Act, the aggregate number of shares of Stock for which Options may
be granted hereunder shall automatically be increased by the number of shares
subject to the Options so issued; provided, however, that the aggregate number
of shares of Stock for which



<PAGE>   9


Options may be granted hereunder shall automatically be decreased by the number
of shares covered by any unexercised portion of an Option so issued that has
terminated for any reason, and the shares subject to any such unexercised
portion may not be optioned to any other person.

         5.2      Antidilution.

                  (a)      If (x) the outstanding shares of Stock are changed
into or exchanged for a different number or kind of shares or other securities
of the Company by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination or exchange of shares, or stock
split or stock dividend, (y) any spin-off, spin-out or other distribution of
assets materially affects the price of the Company's stock, or (z) there is any
assumption and conversion to the Plan by the Company of an acquired company's
outstanding option grants, then:

                           (i)      the aggregate number and kind of shares of
                   Stock for which Options may be granted hereunder shall be
                   adjusted proportionately by the Committee; and

                           (ii)     the rights of Optionees (concerning the
                  number of shares subject to Options and the Exercise Price)
                  under outstanding Options shall be adjusted proportionately
                  by the Committee.

                  (b)      If the Company shall be a party to any
reorganization in which it does not survive, involving merger, consolidation,
or acquisition of the stock or substantially all the assets of the Company, the
Committee, in its sole discretion, may (but is not required to):

                           (i)      notwithstanding other provisions hereof,
                  declare that all Options granted under the Plan shall become
                  exercisable immediately notwithstanding the provisions of the
                  respective Stock Option Agreements regarding exercisability
                  and that all such Options shall terminate 30 days after the
                  Committee gives written notice of the immediate right to
                  exercise all such Options and of the decision to terminate
                  all Options not exercised within such 30-day period; and/or

                           (ii)     notify all Grantees that all Options
                  granted under the Plan shall be assumed by the successor
                  corporation or substituted on an equitable basis with options
                  issued by such successor corporation.

                  (c)      If the Company is to be liquidated or dissolved in
connection with a reorganization described in Section 5.2(b), the provisions of
such Section shall apply. In all other instances, the adoption of a plan of
dissolution or liquidation of the Company shall, notwithstanding other
provisions hereof, cause every Option outstanding under the Plan to terminate
to the extent not exercised prior to the adoption of the plan of dissolution or
liquidation by the shareholders.

                  (d)      The adjustments described in paragraphs (a) through
(c) of this Section 5.2, and the manner of their application, shall be
determined solely by the Committee, and any such adjustment may provide for the
elimination of fractional share interests; provided, however, that any
adjustment made by the Board or the Committee shall be made in a manner that
will not

<PAGE>   10


cause an Incentive Stock Option to be other than an Incentive Stock Option
under applicable statutory and regulatory provisions. The adjustments required
under this Article V shall apply to any successors of the Company and shall be
made regardless of the number or type of successive events requiring such
adjustments.

                                   ARTICLE VI
                                    OPTIONS

         6.1      Types of Options Granted. The Committee may, under this Plan,
grant either Incentive Stock Options or Options which do not qualify as
Incentive Stock Options. Within the limitations provided in this Plan, both
types of Options may be granted to the same person at the same time, or at
different times, under different terms and conditions, as long as the terms and
conditions of each Option are consistent with the provisions of the Plan.
Without limitation of the foregoing, Options may be granted subject to
conditions based on the financial performance of the Company or any other
factor the Committee deems relevant.

         6.2      Option Grant and Agreement. Each Option granted hereunder
shall be evidenced by minutes of a meeting or the written consent of the
Committee and by a written Stock Option Agreement executed by the Company and
the Optionee. The terms of the Option, including the Option's duration, time or
times of exercise, exercise price, and whether the Option is intended to be an
Incentive Stock Option, shall be stated in the Stock Option Agreement. No
Incentive Stock Option may be granted more than ten years after the earlier to
occur of the effective date of the Plan or the date the Plan is approved by the
Company's shareholders. Separate Stock Option Agreements may be used for
Options intended to be Incentive Stock Options and those not so intended, but
any failure to use such separate agreements shall not invalidate, or otherwise
adversely affect the Optionee's interest in, the Options evidenced thereby.

         6.3      Optionee Limitations. The Committee shall not grant an
Incentive Stock Option to any person who, at the time the Incentive Stock
Option is granted:

                  (a)      is not an employee of the Company or any of its
Subsidiaries (as the term "employee" is defined by the Code); or

                  (b)      owns or is considered to own stock possessing at
least 10% of the total combined voting power of all classes of stock of the
Company or any of its Parent or Subsidiary corporations; provided, however,
that this limitation shall not apply if at the time an Incentive Stock Option
is granted the Exercise Price is at least 110% of the Fair Market Value of the
Stock subject to such Option and such Option by its terms would not be
exercisable after five years from the date on which the Option is granted. For
the purpose of this subsection (b), a person shall be considered to own: (i)
the stock owned, directly or indirectly, by or for his or her brothers and
sisters (whether by whole or half blood), spouse, ancestors and lineal
descendants; (ii) the stock owned, directly or indirectly, by or for a
corporation, partnership, estate, or trust in proportion to such person's stock
interest, partnership interest or beneficial interest therein; and (iii) the
stock


<PAGE>   11


which such person may purchase under any outstanding options of the Company or
of any Parent or Subsidiary.

         6.4      $100,000 Limitation. Except as provided below, the Committee
shall not grant an Incentive Stock Option to, or modify the exercise provisions
of outstanding Incentive Stock Options held by, any person who, at the time the
Incentive Stock Option is granted (or modified), would thereby receive or hold
any Incentive Stock Options of the Company and any Parent or Subsidiary, such
that the aggregate Fair Market Value (determined as of the respective dates of
grant or modification of each option) of the stock with respect to which such
Incentive Stock Options are exercisable for the first time during any calendar
year is in excess of $100,000 (or such other limit as may be prescribed by the
Code from time to time); provided that the foregoing restriction on modification
of outstanding Incentive Stock Options shall not preclude the Committee from
modifying an outstanding Incentive Stock Option if, as a result of such
modification and with the consent of the Optionee, such Option no longer
constitutes an Incentive Stock Option; and provided that, if the $100,000
limitation (or such other limitation prescribed by the Code) described in this
Section 6.4 is exceeded, the Incentive Stock Option, the granting or
modification of which resulted in the exceeding of such limit, shall be treated
as an Incentive Stock Option up to the limitation and the excess shall be
treated as an Option not qualifying as an Incentive Stock Option.

         6.5      Exercise Price. The Exercise Price of the Stock subject to
each Option shall be determined by the Committee. Subject to the provisions of
Section 6.3(b) hereof, the Exercise Price of an Incentive Stock Option or a
non-Incentive Stock Option shall not be less than the Fair Market Value of the
Stock as of the date the Option is granted (or in the case of an Incentive
Stock Option that is subsequently modified, on the date of such modification).

         6.6      Exercise Period. The period for the exercise of each Option
granted hereunder shall be determined by the Committee, but the Stock Option
Agreement with respect to each Option intended to be an Incentive Stock Option
shall provide that such Option shall not be exercisable after the expiration of
ten years from the date of grant (or modification) of the Option.

         6.7      Option Exercise.

                  (a)      Unless otherwise provided in the Stock Option
Agreement or Section 6.6 hereof, an Option may be exercised at any time or from
time to time during the term of the Option as to any or all full shares which
have become Purchasable under the provisions of the Option, but not at any time
as to less than 100 shares unless the remaining shares that have become so
Purchasable are less than 100 shares. The Committee shall have the authority to
prescribe in any Stock Option Agreement that the Option may be exercised only
in accordance with a vesting schedule during the term of the Option. For so
long as required by the Office of Thrift Supervision, the Committee shall
prescribe a vesting period for each Option of no less than three years, which
may be subject to acceleration in the event of a Change in Control.

                  (b)      An Option shall be exercised by (i) delivery to the
Company at its principal office a written notice of exercise with respect to a
specified number of shares of Stock and (ii) payment to the Company at that
office of the full amount of the Exercise Price for such number of


<PAGE>   12


shares in accordance with Section 6.7(c). If requested by an Optionee, an
Option may be exercised with the involvement of a stockbroker in accordance
with the federal margin rules set forth in Regulation T (in which case the
certificates representing the underlying shares will be delivered by the
Company directly to the stockbroker).

                  (c)      The Exercise Price is to be paid in full in cash
upon the exercise of the Option and the Company shall not be required to
deliver certificates for the shares purchased until such payment has been made;
provided, however, that in lieu of cash, in the Company's discretion all or any
portion of the Exercise Price may be paid by tendering to the Company shares of
Stock duly endorsed for transfer and owned by the Optionee, or by authorization
to the Company to withhold shares of Stock otherwise issuable upon exercise of
the Option, in each case to be credited against the Exercise Price at the Fair
Market Value of such shares on the date of exercise (however, no fractional
shares may be so transferred, and the Company shall not be obligated to make
any cash payments in consideration of any excess of the aggregate Fair Market
Value of shares transferred over the aggregate Exercise Price); provided
further, that the Board may provide in a Stock Option Agreement (or may
otherwise determine in its sole discretion at the time of exercise) that, in
lieu of cash or shares, all or a portion of the Exercise Price may be paid by
the Optionee's execution of a recourse note equal to the Exercise Price or
relevant portion thereof, subject to compliance with applicable state and
federal laws, rules and regulations. Notwithstanding the above, the Company
shall not be obligated to accept tender of shares of Stock as payment of the
Exercise Price if doing so would result in a charge to the Company's earnings
for financial reporting purposes.

                  (d)      In addition to and at the time of payment of the
Exercise Price, the Optionee shall pay to the Company in cash the full amount
of any federal, state, and local income, employment, or other withholding taxes
applicable to the taxable income of such Optionee resulting from such exercise;
provided, however, that in the discretion of the Committee any Stock Option
Agreement may provide that all or any portion of such tax obligations, together
with additional taxes not exceeding the actual additional taxes to be owed by
the Optionee as a result of such exercise, may, upon the irrevocable election
of the Optionee, be paid by tendering to the Company whole shares of Stock duly
endorsed for transfer and owned by the Optionee, or by authorization to the
Company to withhold shares of Stock otherwise issuable upon exercise of the
Option, in either case in that number of shares having a Fair Market Value on
the date of exercise equal to the amount of such taxes thereby being paid, and
subject to such restrictions as to the approval and timing of any such election
as the Committee may from time to time determine to be necessary or appropriate
to satisfy the conditions of the exemption set forth in Rule 16b-3 under the
Exchange Act, if such rule is applicable.

                  (e)      The holder of an Option shall not have any of the
rights of a shareholder with respect to the shares of Stock subject to the
Option until such shares have been issued and transferred to the Optionee upon
the exercise of the Option.

         6.8      Nontransferability of Option. Other than as provided below,
no Option shall be transferable by an Optionee other than by will or the laws
of descent and distribution or, in the case of non-Incentive Stock Options,
pursuant to a Qualified Domestic Relations Order, and, during the lifetime of
an Optionee, Options shall be exercisable only by such Optionee (or by such


<PAGE>   13


Optionee's guardian or legal representative, should one be appointed). However,
a non-Incentive Stock Option may, in connection with the Optionee's estate
plan, be assigned in whole or in part during Optionee's lifetime to one or more
members of the Optionee's immediate family or to a trust established for the
exclusive benefit of one or more such family members. The assigned portion
shall be exercisable only by the person or persons who acquire a proprietary
interest in the Option pursuant to such assignment. The terms applicable to the
assigned portion shall be the same as those in effect for this Option
immediately prior to such assignment and shall be set forth in such documents
issued to the assignee as the Committee may deem appropriate.

         6.9      Termination of Employment or Service. The Committee shall
have the power to specify, with respect to the Options granted to a particular
Optionee, the effect upon such Optionee's right to exercise an Option of
termination of such Optionee's employment or service under various
circumstances, which effect may include immediate or deferred termination of
such Optionee's rights under an Option; provided, however, that in no event may
an Incentive Stock Option be exercised after the expiration of ten years from
the date of grant thereof. Unless a Stock Option Agreement specifically
provides otherwise, in the event the recipient of an Option is terminated from
his or her employment or other service to the Company or its subsidiaries for
Cause, Options, whether vested or unvested, granted to such person shall
terminate immediately and shall not thereafter be exercisable.

         6.10     Employment Rights. Nothing in the Plan or in any Stock Option
Agreement shall confer on any person any right to continue in the employ of the
Company or any of its Subsidiaries, or shall interfere in any way with the
right of the Company or any of its Subsidiaries to terminate such person's
employment at any time.

         6.11     Certain Successor Options. To the extent not inconsistent
with the terms, limitations and conditions of Code section 422 and any
regulations promulgated with respect thereto, an Option issued in respect of an
option held by an employee to acquire stock of any entity acquired, by merger
or otherwise, by the Company (or any Subsidiary of the Company) may contain
terms that differ from those stated in this Article VI, but solely to the
extent necessary to preserve for any such employee the rights and benefits
contained in such predecessor option, or to satisfy the requirements of Code
section 424(a).

         6.12     Effect of a Change in Control. All Options, to the extent
outstanding at the time of a Change in Control but not otherwise fully
exercisable, shall automatically accelerate so that the Options shall,
immediately prior to the effective date of the Change in Control, become
exercisable for all shares at the time subject to such Options and may be
exercised for any or all of those shares as fully vested shares of Stock.


<PAGE>   14


                                  ARTICLE VII
                               STOCK CERTIFICATES

         The Company shall not be required to issue or deliver any certificate
for shares of Stock purchased upon the exercise of any Option granted hereunder
or any portion thereof prior to fulfillment of all of the following conditions:

         (a)      The admission of such shares to listing on all stock
exchanges on which the Stock is then listed;

         (b)      The completion of any registration or other qualification of
such shares which the Committee shall deem necessary or advisable under any
federal or state law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body;

         (c)      The obtaining of any approval or other clearance from any
federal or state governmental agency or body which the Committee shall
determine to be necessary or advisable; and

         (d) The lapse of such reasonable period of time following the exercise
of the Option as the Board from time to time may establish for reasons of
administrative convenience.

         Stock certificates issued and delivered to Grantees shall bear such
restrictive legends as the Company shall deem necessary or advisable pursuant
to applicable federal and state securities laws. The inability of the Company
to obtain approval from any regulatory body having authority deemed by the
Company to be necessary to the lawful issuance and sale of any Stock pursuant
to Options shall relieve the Company of any liability with respect to the
non-issuance or sale of the Stock as to which such approval shall not have been
obtained. However, the Company shall use its best efforts to obtain all such
approvals.

                                  ARTICLE VIII
                           TERMINATION AND AMENDMENT

         8.1      Termination and Amendment. The Board may at any time amend or
terminate the Plan; provided, however, that the Board (unless its actions are
approved or ratified by the shareholders of the Company within twelve months of
the date that the Board amends the Plan) may not amend the Plan to:

                  (a)      Increase the total number of shares of Stock
issuable pursuant to Incentive Stock Options under the Plan, except as
contemplated in Section 5.2 hereof; or

                  (b)      Change the class of employees eligible to receive
Incentive Stock Options that may participate in the Plan.


<PAGE>   15


         8.2      Effect on Grantee's Rights. No termination, amendment, or
modification of the Plan shall affect adversely a Grantee's rights under a
Stock Option Agreement without the consent of the Grantee or his legal
representative.

                                  ARTICLE IX
                   RELATIONSHIP TO OTHER COMPENSATION PLANS

         The adoption of the Plan shall not affect any other stock option,
incentive, or other compensation plans in effect for the Company or any of its
Subsidiaries; nor shall the adoption of the Plan preclude the Company or any of
its Subsidiaries from establishing any other form of incentive or other
compensation plan for employees or Directors of the Company or any of its
Subsidiaries.

                                   ARTICLE X
                                 MISCELLANEOUS

         10.1     Replacement or Amended Grants. At the sole discretion of the
Committee, and subject to the terms of the Plan, the Committee may modify
outstanding Options or accept the surrender of outstanding Options and grant
new Options in substitution for them. However no modification of an Option
shall adversely affect a Grantee's rights under a Stock Option Agreement
without the consent of the Grantee or his legal representative.

         10.2     Forfeiture for Competition. If a Grantee provides services
to a competitor of the Company or any of its Subsidiaries, whether as an
employee, officer, director, independent contractor, consultant, agent, or
otherwise, such services being of a nature that can reasonably be expected to
involve the skills and experience used or developed by the Grantee while an
Employee, then that Grantee's rights under any Options outstanding hereunder
shall be forfeited and terminated, subject in each case to a determination to
the contrary by the Committee.

         10.3     Leave of Absence. Unless provided otherwise in a particular
Stock Option Agreement, the following provisions shall apply upon an Optionee's
commencement of an authorized leave of absence:

         (a)      The exercise schedule in effect for such Option shall be
frozen as of the first day of the authorized leave, and the Option shall not
become exercisable for any additional installments of shares of Stock during
the period Optionee remains on such leave.

         (b)      Should the Optionee resume active Employee status within 60
days after the start date of the authorized leave, Optionee shall, for purposes
of the applicable exercise schedule, receive service credit for the entire
period of such leave. If the Optionee does not resume active Employee status
within such 60-day period, then no service credit shall be given for the entire
period of such leave.


<PAGE>   16


         (c)      If the Option is an Incentive Stock Option, then the
following additional provision shall apply:

                           If the leave of absence continues for more than
         three months, then the Option shall automatically convert to a
         non-Incentive Stock Option under the Federal tax laws upon the
         expiration of such three-month period, unless the Optionee's
         reemployment rights are guaranteed by statute or written agreement.
         Following any such conversion of the Option, all subsequent exercises
         of the Option, whether effected before or after Optionee's return to
         active Employee status, shall result in an immediate taxable event,
         and the Company shall be required to collect from Optionee the
         Federal, state and local income and employment withholding taxes
         applicable to such exercise.

         (d)      In no event shall the Option become exercisable for any
additional shares or otherwise remain outstanding if Optionee does not resume
Employee status prior to the Expiration Date of the option term.

         10.4     Plan Binding on Successors. The Plan shall be binding upon
the successors and assigns of the Company.

         10.5     Headings, etc., No Part of Plan. Headings of Articles and
Sections hereof are inserted for convenience and reference; they do not
constitute part of the Plan.

         10.6     Section 16 Compliance. With respect to Section 16 Insiders,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the
extent any provision of the Plan or action by the Committee fails to so comply,
it shall be deemed void to the extent permitted by law and deemed advisable by
the Committee. In addition, if necessary to comply with Rule 16b-3 with respect
to any grant of an Option hereunder, and in addition to any other vesting or
holding period specified hereunder or in an applicable Stock Option Agreement,
any Section 16 Insider acquiring an Option shall be required to hold either the
Option or the underlying shares of Stock obtained upon exercise of the Option
for a minimum of six months.