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                                                               Exhibit 10.12

                           FIRST STERLING BANKS, INC.
                        1997 INCENTIVE STOCK OPTION PLAN
                        INCENTIVE STOCK OPTION AGREEMENT
                                      with


                        ---------------------------------

        THIS INCENTIVE STOCK OPTION AGREEMENT (the "Option Agreement") is
made and entered into effective as of the          day of                  ,
by and between FIRST STERLING BANKS, INC. (the "Company") and
        , a resident of the State of Georgia (the "Grantee") and an employee
of                        (the "Bank") a wholly-owned subsidiary of the
Company. This Option Agreement is entered into by the Company and the Grantee
pursuant to the First Sterling Banks, Inc. 1997 Incentive Stock Option Plan
(the "Plan"). The Plan is incorporated herein by reference and made a part of
this Option Agreement.

1.      Stock Option.

         The Company hereby grants to Grantee the option (the "Option") to
         purchase                     (             ) shares (the "Shares") of
         the common stock (the "Common Stock") of the Company in accordance
         with the terms and subject to the restrictions hereinafter set forth.

         The Option has been granted on the effective date of this Option
         Agreement and shall terminate on                    , unless sooner
         terminated in whole or in part as follows:

        (a)  The  Option  shall  be  fully   terminated   immediately  upon  the
termination of employment of the Grantee by the Bank and the Company,  excluding
termination by reason of death, retirement or disability.

        (b) The Option shall be fully  terminated in the event the Grantee fails
to exercise the Option in  accordance  with Section 2 hereof  within ninety (90)
days after the date of the termination of Grantee's employment with the Bank and
the Company due to death,  retirement or  disability.  During such 90-day period
all  unexercised   options  may  be  exercised  by  the  Grantee  or  his  legal
representative in the event of death or mental disability.

2.      Exercise of Option.

        The Option  granted  hereunder  may be exercised  only during the period
(the  "Exercise  Period")  commencing  on the  effective  date  of  this  Option
Agreement and ending on the date that the Option is terminated under paragraph I
above;  provided  that the Option may be exercised  only to the extent that this
Option has vested and is  exercisable as provided  hereinafter  and in the Plan.
The Option may be  exercised  in lots of not less than one hundred  (100) Shares
each unless the exercise for a lesser  number of Shares would exhaust the number
of Shares available for purchase at the time of exercise.

        The  Option  shall  be  exercised  by  written  notice  directed  to the
Secretary of the Company. Such written notice shall be accompanied by payment in
full of the Option Price, in cash or by check or by shares of the


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Common Stock as described in Section 8 of the Plan, for the number of Shares
specified in such written notice.

3 .     Option Price.

        The  price  per  share at which  Shares  may be  purchased  pursuant  to
        exercise of the Option (the "Option Price") shall be $ per Share.

4.      Vesting of Option.

        (a) Years of Service. The Option hereby granted shall vest only during
the Grantee's continuous employment with the Company and/or the Bank and/or any
subsidiary thereof, and shall be exercisable by Grantee only upon and after such
vesting and prior to its termination in accordance with the following schedule:

        (b) Earlier Vesting.. Notwithstanding the provisions of subparagraph (a)
above, in the event of a Change in Control (as hereinafter defined) during the
Grantee's employment with the Company and/or the Bank and/or any subsidiary or
affiliate thereof, the Option hereby granted shall vest with respect to all of
the Shares immediately prior to such Change in Control.

        The term "Change in Control" shall mean:

        (i) The acquisition (other than from the Company) by any person, entity
or group within the meaning of Sections 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 ("34 Act") (excluding, for this purpose, the
Company, the Bank, or any of their subsidiaries, or any employee benefit plan of
the Company, the Bank, or any of their subsidiaries) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the 34 Act) of more than 50%
of either the then outstanding shares of Common Stock or of the combined voting
power of the Company's then outstanding voting securities entitled to vote
generally in the election of directors; or

        (ii) Individuals who, as of the date hereof, constitute the board of
directors of the Company ("Incumbent Board") cease for any reason to constitute
at least a majority of the board of directors, provided that any individual
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual is a member of the Incumbent Board; or

        (iii) Approval by the shareholders of the Company of the sale of all or
substantially all of the assets of the Company or of a merger, consolidation or
other reorganization in each case, with respect to which persons who were the
shareholders of the Company and optionee immediately prior to such merger,
consolidation or other reorganization, immediately thereafter, do not own more
than 50% of the combined voting power entitled to vote generally in the
election of directors of the merged, consolidated or reorganized corporation's
then outstanding voting securities; provided, however, in such event the Change
in Control will be deemed to have occurred immediately prior to the merger,
consolidation or other reorganization.


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5.      Nontransferability.

        The Option is not transferable  except by will or by the laws of descent
and distribution.

6.      Limitation of Rights.

        The Grantee or the personal representative of the Grantee shall have no
rights as a stockholder with respect to the Shares covered by the Option until
the Grantee or the personal representative of the Grantee shall become the
holder of record of such Shares. Neither the Plan, the granting of the Option,
nor this Option Agreement shall impose any obligation on the Bank or the Company
or any subsidiary thereof to continue the employment of the Grantee.

7.      Stock Reserve.

        The Company shall at all times during the Exercise Period under this
Option Agreement reserve and keep available such number of Shares of Common
Stock as will be sufficient to satisfy the requirements of this Option Agreement
and shall pay all original issue taxes (if any) on the exercise of the Option
and all other fees and expenses necessarily incurred by the Company in
connection therewith.

8.      Grantee's Covenant.

        The Grantee hereby agrees to use his best efforts to provide services to
the Bank or Company in a workmanlike manner and to promote the Bank's or
Company's interests.

9.      Restrictions on Transfer and Pledge.

        Except as provided in Section 5 hereof, the Option and all rights and
privileges granted hereunder shall not be transferred, assigned pledged or
hypothecated in any way, whether by operation of law or otherwise, and shall not
be subject to execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the Option or any
right or privilege granted hereunder, except as provided herein, or upon the
levy or any attachment or similar process upon the rights and privileges herein
conferred, the Option and the rights and privileges hereunder shall become
immediately null and void.

10.     Restrictions on lssuance  of Shares.

        If at any time the Board of Directors of the Company shall determine, in
its discretion, that listing, registration or qualification of the Shares
covered by the Option upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition to the exercise of the Option, the Option
may not be exercised in whole or in part unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of directors of the
Company.


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11.     Plan Controls.

        In the event of any actual or alleged conflict between the provisions of
the Plan and the provisions of this Option Agreement, the provisions of the Plan
shall be controlling and determinative.

12.     Successors.

        This Agreement shall be binding upon any successor of the Company in
accordance with the terms of this Option Agreement and the Plan.

13.     Interpret

        It is the intent of the parties hereto that the Option qualify for
incentive stock option treatment pursuant to, and to the extent permitted by,
Section 422 of the Internal Revenue Code of 1986. All provisions hereof are
intended to have, and shall be construed to have, such meanings as are set forth
in applicable provisions of the Code and Treasury Regulations to allow the
Option to so qualify.


IN WITNESS WHEREOF, the Company, acting by and through its duly authorized
officers, has caused this Option Agreement to be executed and the Grantee has
executed this Option Agreement, all as of the day and year first above written.


                                FIRST STERLING BANKS, INC.:



                                By:
                                   -------------------------------------------
                                       Edward C. Milligan, President

                                GRANTEE:



                                By:
                                   -------------------------------------------





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