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                                                                  Exhibit 10.9

                           FIRST STERLING BANKS, INC.
                        1997 DIRECTORS STOCK OPTION PLAN

1. DEFINITIONS

   a.   "Bank"--The Eastside Bank & Trust Company.
   b.   "Code"--IRS Code Section 83.
   c.   "Committee"--a committee named specifically to administer this Plan.
   d.   "Common Stock"--common voting stock of the Corporation.
   e.   "Corporation"--FIRST STERLING BANKS, INC.
   f.   "Directors"--voting members of the Board of directors of either The
         Eastside Bank & Trust Company or First Sterling Banks, Inc.
   g.   "Emeritus Director"--non-voting advisory member of the Emeritus Board
         of Directors of The Eastside Bank & Trust Company.
   h.   "Fair Market  Value"--determined  in good faith by the Board of
         Directors if shares are not listed on any exchange or quoted in the
         NASDAQ National Market System or over-the-counter market.
   i.   "Option"--right to purchase shares of Common Stock.
   j.   "Option  Agreement"--formal agreement for each grant with specific
         terms and conditions not inconsistent with this Plan.
   k.   "Optionee"--an eligible person under Section 5 below who has been
         granted options under Plan.

2.      PURPOSE

        To  advance  the  interests  of the  Bank  and the  Corporation  and its
        shareholders  by providing  Bank Directors who are not employees a sense
        of  proprietorship  and  personal  involvement  and  to  encourage  Bank
        Directors  to remain with and devote  their best  efforts to the Bank or
        the Corporation.

3.      SHARES SUBJECT TO THE PLAN

        There shall be authorized and reserved for issuance upon the exercise of
        Options to be granted under the Plan,  45,000 shares of Common Stock, or
        3.5% of current outstanding shares.

4.      ADMINISTRATION

        A Committee appointed by the Board of directors with not less than three
        members  who  are  not  participants  in the  Plan  will  have  complete
        authority to interpret the Plan,  make grants,  and determine  terms and
        conditions within the context of the Plan.


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5.      ELIGIBILITY

        The  following  persons are eligible to receive  options under the Plan:
        All Bank Directors who are not employees of the Corporation or the Bank.
        To the extent  that  shares are  available,  Directors  who take  office
        subsequent  to the  effective  date of the  Plan  shall be  eligible  to
        receive Options.

6.      GRANTING OF OPTIONS; OPTION EXERCISE PRICE

        All  Options  granted  under the Plan will be  Non-Qualified  Options as
        evidenced by a Non-Qualified Option Agreement. Each eligible Director in
        office  on the  effective  date of the Plan  will  receive  an Option to
        purchase        shares of Common  Stock at a price per share equal to
        the Fair Market Value of a share on that date. The Committee may make
        additional grants of options as desirable.  Any Option granted hereunder
        shall have a per share  option  exercise  price at least  equal to the
        Fair  Market Value of a share on the date of the grant as determined in
        good faith by the Board of Directors.

7.      TERM OF OPTION

        Options granted hereunder shall be exercisable in whole or in part, from
        time to time,  during the ten year period  subsequent to the date of the
        grant.  Except as provided in Section 11, no Option  granted  under the
        Plan may be exercised prior to six months after the date it is granted.

8.      MANNER OF EXERCISE

        The Options  shall be  exercised  by written  notice,  delivered  to the
        Corporation  and signed by the  Director or his  successors  stating the
        number of shares  with  respect to which the Option is being  exercised.
        Payment in full of the Option  price of the said  shares must be made at
        the time of  exercise,  and payment may be made in cash or shares of the
        Common Stock  previously held by the Optionee or a combination.  Payment
        in shares may be made with shares  received upon the exercise or partial
        exercise of an Option, whether or not involving a series of exercises or
        partial exercises and whether or not share  certificates for such shares
        surrendered have been delivered to the Optionee.  Shares  surrendered in
        payment of the Option  Price shall be valued at the Fair Market Value as
        of the date of the exercise.

        Except as  otherwise  provided  herein at the time of the exercise of an
        Option, the Optionee must be a Director or an Emeritus Director.

9.      NON-TRANSFERABILITY

        Options  can only be  transferred  by will or by the laws of descent and
        distribution.

10.     TERMINATION OF SERVICE AS A DIRECTOR

        At the later of the time that an Optionee  ceases to be a Director or an
        Emeritus  Director  other  than by his or her death or  disability,  all
        Options  held by him or her at the  time of such  termination  shall  be
        exercisable

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        by such Optionee but only:

        a.   if and to the extent the same were exercisable at the time such
             Optionee ceases to be a Director or Emeritus Director, and

        b.   prior to the earlier of (1) the expiration dates of such Options
             or (2) that date which is twelve (12) months from the date such
             Optionee ceases to be a Director or an Emeritus Director,  such
             twelve (12) month period to include the date on which such
             termination  occurs,  provided that the Board may in its discretion
             extend such date for an additional twelve (12) months.

        If an  Optionee  ceases to be a Director  or an  Emeritus  Director as a
        result of such Optionee's death or disability,  then all Options held by
        such Optionee on the date of such  termination  shall be  exercisable in
        full, whether or not exercisable on the date of such termination, at any
        time prior to the earlier of (1) the expiration dates of such Options or
        (2) that date which is two years from the date such  Optionee  ceases to
        be a  Director  or  Emeritus  Director.  In the event of the death of an
        Optionee,  then such  Optionee's  Options  shall be  exercisable  to the
        extent   herein   otherwise   provided  by  the   executor  or  personal
        representative  of the  Optionee's  estate or by any person who acquired
        the right to exercise such Options by bequest under the Optionee's  will
        or by inheritance.

        If any Optionee  ceases to be a Director and immediately is appointed to
        the Emeritus  Board of Directors,  then the provisions of this Paragraph
        10 shall not apply until he or she ceases to be an Emeritus Director.

11.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; ACCELERATION
        OF EXERCISE RIGHTS

        The total  number of shares on which  Options  may be granted  under the
        Plan and Option  rights  (both as to the number of shares and the option
        price) shall be  appropriately  adjusted for any increase or decrease in
        the  number of  outstanding  shares of Common  Stock of the  Corporation
        resulting  from  payment  of a stock  dividend  on the Common  Stock,  a
        subdivision  or  combination  of  shares  of  the  Common  Stock,  or  a
        reclassification  of the Common  Stock,  and in the event of a merger or
        consolidation in accordance with the following paragraph.

         After any merger, consolidation or reorganization of any form involving
         the Corporation as a party thereto involving any exchange, conversion,
         adjustment or other modification of the outstanding shares of the
         Corporation's Common Stock, each Optionee at the time of such
         reorganization shall, at no additional cost, be entitled, upon any
         exercise of his Option, to receive, in lieu of the number of shares as
         to which such Option shall then be so exercised, the number and class
         of shares of stock or other securities or such other property to which
         such Optionee would have been entitled pursuant to the terms of the
         agreement of merger or consolidation, if at the time of such merger or
         consolidation, such Optionee had been a holder of record of a number of
         shares of the Common Stock of the Corporation equal to the number of
         shares as to which such Option shall then be so exercised. Comparable
         rights shall accrue to each Optionee in the event of successive mergers
         or consolidations of the character described above.


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        The foregoing adjustments and the manner of their application will be in
        the sole discretion of the Committee to determine.

        In the event of (1) the adoption of a plan of merger or consolidation in
        which the Corporation's  shareholders as a group would receive less than
        5 0% of the  voting  capital  stock  ofthe  surviving  entity;  (2)  the
        approval by the Board of  directors  ofthe  Corporation  of an agreement
        providing  for  the  sale  or  transfer  (other  than  as  security  for
        obligations of the Corporation) of  substantially  all the assets of the
        Corporation;   or  (3)  the   acquisition  of  more  than   20%  of  the
        Corporation's  voting  capital stock by any person as defined by Section
        13(d)(3) ofthe Securities and Exchange Act of 1934, other than a person,
        or group including a person who beneficially  owned, as of the effective
        date of the Plan, more than 3% of the Corporation's  securities,  in the
        absence of a prior  expression  of approval of the Board Of Directors of
        the Corporation,  any Option granted hereunder shall become  immediately
        exercisable  in full,  subject  to any  appropriate  adjustments  in the
        number of shares  subject  to Option  and the  Option  Price,  and shall
        remain exercisable for the remaining term of such Option,  regardless of
        whether  such  option  has been  outstanding  for six  months  or of any
        provision  contained  in the Stock  Option  Agreement  with  respect  to
        limitations of the  exercisability  of the Option or any portion thereof
        for any length of time.

        Anything  contained  herein to the  contrary  notwithstanding,  upon the
        dissolution or liquidation of the Corporation  each Option granted under
        the Plan shall terminate.

        The grant of an Option pursuant to this Plan shall not in any way affect
        the   right   or  power  of  the   Corporation   to  make   adjustments,
        reclassifications,  or changes of its capital or business structure,  or
        to merge or consolidate, or to dissolve,  liquidate or sell, or transfer
        all or any part of its business or assets.

12.     EFFECTIVENESS OF THE PLAN

        The effective  date of the Plan shall be March 26, 1997, the date of the
        approval  of the Plan by the  Board  of  directors  of the  Corporation,
        subject  to  the  approval  of  the  Plan  by  the  shareholders  of the
        Corporation  within one (1) year  following such date. No Option granted
        hereunder  may be  exercised  prior to the  approval  of the Plan by the
        shareholders of the Corporation,  and in the event that the shareholders
        fail to  approve  the Plan  within one year of any  Option  grants  made
        pursuant to the Plan, then all such Options shall be void.

        No Options  may be granted  under the Plan  after the  expiration of ten
        years from and including the effective date of the Plan.

13.     AMENDMENT AND TERMINATION

        The Plan may be amended or  terminated  by the Board of Directors at any
        time as  deemed  in the best  interests  of the  Corporation;  provided,
        however, no amendments shall be made in the Plan without the approval of
        the shareholders of the Corporation which:


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        a.   Increase  the  total  number of shares  for  which  options  may be
             granted under the Plan except as provided in Section 11.

        b.   Change the minimum  purchase price for the optioned  shares except
             as provided in Section 11.

        c.   Affect  any  outstanding   option  or  any  unexercised   right
             thereunder except as provided in Section 11.

        d.    Extend the option period provided in Section 7.

        e.    Extend the termination date of the Plan.




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