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                                                                    Exhibit 10.2

                        FIRST STATE FINANCIAL CORPORATION

                                 2004 STOCK PLAN

SECTION 1. BACKGROUND AND PURPOSE

      The name of this Plan is the First State Financial Corporation 2004 Stock
Plan. The purpose of this Plan is to promote the interests of First State and
its Subsidiaries through grants to Employees and Directors of Options to
purchase Stock, in order (1) to attract and retain Employees and Directors, (2)
to provide an additional incentive to each Employee and Director to work to
increase the value of Stock and (3) to provide each Employee and Director with a
stake in the future of First State which corresponds to the stake of each of
First State's shareholders.

SECTION 2. DEFINITIONS

Each term set forth in this Section 2 shall have the meaning set forth opposite
such term for purposes of this Plan and, for purposes of such definitions, the
singular shall include the plural and the plural shall include the singular.

      2.1.  Board - means the Board of Directors of First State.

      2.2   Change in Control - means a change in control of First State of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange Act as in effect
at the time of such "change in control," provided that such a change in control
shall be deemed to have occurred at such time as (i) any "person" (as that term
is used in Sections 13(d) and 14(d) (2) of the Exchange Act), is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or
indirectly, of securities representing 50% or more of the combined voting power
for election of directors of the then outstanding securities of First State or
any successor of First State; (ii) during any period of two consecutive years or
less, individuals who at the beginning of such period constitute the Board
cease, for any reason, to constitute at least a majority of the Board, unless
the election or nomination for election of each new director was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period; (iii) the shareholders of First State
approve any reorganization, merger, consolidation or share exchange as a result
of which the common stock of First State shall be changed, converted or
exchanged into or for securities of another corporation (other than a merger
with a wholly-owned subsidiary of First State) or any dissolution or liquidation
of First State or any sale or the disposition of 50% or more of the assets or
business of First State; or (iv) the shareholders of First State approve any
reorganization, merger, consolidation or share exchange unless (A) the persons
who were the beneficial owners of the outstanding shares of the common stock of
First State immediately before the consummation of such transaction beneficially
own more than 65% of the outstanding shares of the common stock of the successor
or survivor corporation in such transaction immediately following the
consummation of such transaction and (B) the number of shares of the common
stock of such successor or survivor corporation beneficially owned by the
persons described in Section 2.2 (iv) (A) immediately following the consummation
of such transaction is beneficially owned by each such person in substantially
the same proportion that each such person had beneficially owned shares of First
State common stock immediately before the consummation of such transaction,
provided (C) the percentage described in Section 2.2(iv) (A) of the beneficially
owned shares of

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the successor or survivor corporation and the number described in 2.2(iv) (B) of
the beneficially owned shares of the successor or survivor corporation shall be
determined exclusively by reference to the shares of the successor or survivor
corporation which result from the beneficial ownership of shares of common stock
of First State by the persons described in Section 2.2(iv) (A) immediately
before the consummation of such transaction.

      2.3.  Code - means the Internal Revenue Code of 1986, as amended.

      2.4.  Committee - means a Committee of the Board to which the
responsibility to administer this Plan is delegated by the Board and which shall
consist of at least two members of the Board, each of whom shall be a
"non-employee director" within the meaning of Rule 16b-3 under the Exchange Act
and each of whom shall be (or be treated as) an "outside director" for purposes
of Section 162(m) of the Code.

      2.5.  Director - means a member of the Board, or a director of any
Subsidiary of First State, who is not an employee of First State or any
Subsidiary.

      2.6.  Employee - means a select employee of First State or any Subsidiary
whose performance is, in the judgment of the Committee acting in its absolute
discretion, directly or indirectly material to the success of First State or
such Subsidiary.

      2.7.  Exchange Act - means the Securities Exchange Act of 1934, as
amended.

      2.8.  Fair Market Value - means (1) the closing price on any date for a
share of Stock as reported by the Nasdaq National Market quotation system (or
under any successor quotation system) or, if Stock is no longer quoted on the
Nasdaq National Market, under the quotation system under which such closing
price is reported or, if the Nasdaq National Market no longer reports such
closing price, such closing price as reported by a newspaper or trade journal
selected by the Committee or, if no such closing price is available on such
date, (2) such closing price as so reported in accordance with Section 2.8(1)
for the immediately preceding business day, or, if no newspaper or trade journal
reports such closing price, (3) the price which the Committee acting in good
faith determines through any reasonable valuation method that a share of Stock
might change hands between a willing buyer and a willing seller, neither being
under any compulsion to buy or to sell and both having reasonable knowledge of
the relevant facts. If the closing price for a share of Stock is misquoted or
omitted by the applicable publication, the Committee shall directly solicit the
information from officials of the stock exchange or from other informed
independent market sources.

      2.9.  ISO - means an Option granted under Section 7 of this Plan to
purchase Stock which is evidenced by an Option Agreement which provides that the
Option is intended to satisfy the requirements for an incentive stock option
under Section 422 of the Code.

      2.10. NQO - means an Option granted under Section 7 of this Plan to
purchase Stock which is evidenced by an Option Agreement which provides that the
Option shall not be treated as an incentive stock option under Section 422 of
the Code.

      2.11. Option - means an ISO or a NQO.

      2.12. Option Agreement - means the written agreement or instrument which
sets forth the terms of an Option granted to an Employee or Director under this
Plan.

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      2.13. Option Price - means the price which shall be paid to purchase one
share of Stock upon the exercise of an Option granted under this Plan.

      2.14. Plan - means this First State Financial Corporation 2004 Stock Plan,
as amended from time to time.

      2.15. Predecessor Plan - means the First State Bank Non-Qualified Stock
Option Plan and Agreement as in effect on the effective date of this Plan and as
thereafter amended.

      2.16. Rule 16b-3 -means the exemption under Rule 16b-3 to Section 16 (b)
of the Exchange Act or any successor to such rule.

      2.17. Stock - means the One Dollar ($1.00) par value common stock of First
State.

      2.18. Subsidiary - means any corporation which is a subsidiary corporation
(within the meaning of Section 424(f) of the Code) of First State except a
corporation which has subsidiary corporation status under Section 424(f) of the
Code exclusively as a result of First State or a First State subsidiary holding
stock in such corporation as a fiduciary with respect to any trust, estate,
conservatorship, guardianship or agency.

      2.19. First State - means First State Financial Corporation, a Florida
corporation, and any successor to such corporation.

SECTION 3. SHARES RESERVED UNDER PLAN

      3.1.  Shares. There shall (subject to Section 10) be reserved for issuance
under this Plan (a) 500,000 shares of Stock less (b) the number of shares of
Stock which would remain available for issuance under (i) the Predecessor Plan
if shares were issued on the effective date of this Plan sufficient to satisfy
all grants then outstanding under the Predecessor Plan, and (ii) the options to
purchase Stock granted to the President and Chief Executive Officer of First
State, plus (c) the number of shares of Stock subject to grants (i) under the
Predecessor Plan which are outstanding on the effective date of this Plan and
which are forfeited or expire on or after such effective date in accordance with
the terms of such grants, and (ii) to the President and Chief Executive Officer
of First State which are outstanding on the effective date of this Plan and
which are forfeited or expire on or after such effective date in accordance with
the terms of such grants; provided, however, only the shares of Stock described
in Section 3.1 (a) shall be issued in connection with the exercise of ISOs and
nothing in this Plan shall affect any grants under the Predecessor Plan or to
the President and Chief Executive Officer of First State which are outstanding
on the effective date of this Plan until such time, if any, that any shares of
Stock subject to such grants are forfeited or grants respecting any shares of
Stock expire on or after such effective date in accordance with the terms of
such grants.

      3.2   Source of Shares. The shares of Stock described in Section 3.1 shall
be reserved to the extent that First State deems appropriate from authorized but
unissued shares of Stock and from shares of Stock which have been reacquired by
First State. The surrender right in an Option shall reduce the number of shares
available for issuance under this Plan only to the extent of the shares of
Stock, if any, actually issued upon such exercise. Finally, if the Option Price
of an Option is paid in whole or in part in shares of Stock, such shares
thereafter shall be treated the same as any other shares of Stock available for
issuance under this Plan.

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      3.3.  Use of Proceeds. The proceeds which First State receives from the
sale of any shares of Stock under this Plan shall be used for general corporate
purposes and shall be added to the general funds of First State.

      3.4.  Predecessor Plan. No grants shall be made under the Predecessor Plan
on or after the date this Plan becomes effective.

SECTION 4. EFFECTIVE DATE

      This Plan shall be effective on the date the shareholders of First State
(acting at a duly called meeting of such shareholders) approve the adoption of
this Plan.

SECTION 5. COMMITTEE

      This Plan shall be administered by the Committee. Subject to the
provisions of this Plan (including Sections 10, 11, and 12), the Committee shall
have the power, authority, and sole and exclusive discretion to construe,
interpret and administer this Plan, including without limitation, the power and
authority to make factual determinations relating to Plan grants and correct
mistakes in Option, and to take such other action in the administration and
operation of this Plan as the Committee deems equitable under the circumstances.
Such actions of the Committee shall be binding on First State, on each affected
Employee and Director and on each other person directly or indirectly affected
by such action. The Committee may delegate such powers and duties, whether
ministerial or discretionary, as the Committee may deem appropriate, including,
but not limited to, authorizing the Committee's delegate to execute agreements
evidencing the grant of Options or other documents on the Committee's behalf.

SECTION 6. ELIGIBILITY

      Employees and Directors shall be eligible for the grant of Options under
this Plan.

SECTION 7. OPTIONS

      7.1.  Options. The Committee acting in its absolute discretion shall have
the right to grant Options to Employees and Directors under this Plan from time
to time to purchase shares of Stock, and Options may be granted for any reason
the Committee deems appropriate under the circumstances, including in lieu of
compensation otherwise payable in cash. Each grant of an Option shall be
evidenced by an Option Agreement, and each Option Agreement shall set forth
whether the Option is an ISO or a NQO and shall set forth such other terms and
conditions of such grant as the Committee acting in its absolute discretion
deems consistent with the terms of this Plan. All Options granted to Directors
shall be NQOs.

      7.2.  $100,000 Limit. The aggregate Fair Market Value of ISOs granted to
an Employee under this Plan and incentive stock options granted to such Employee
under any other stock option plan adopted by First State, or a Subsidiary which
first become exercisable in any calendar year (which begins on or after January
1, 2005) shall not exceed $100,000. Such Fair Market Value figure shall be
determined by the Committee on the date the ISO or other incentive stock option
is granted, and the Committee shall interpret and administer the limitation set
forth in this Section 7.2 in accordance with Section 422(d) of the Code.

      7.3.  Share Limitations

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            (a)   Employees. An Employee may not be granted in any calendar year
      Options which in the aggregate relate to more than such amount of shares
      of Stock as the Board shall determine.

            (b)   Directors. The Directors as a group may not over the life of
      this Plan be issued in the aggregate more than 100,000 shares of Stock in
      connection with the exercise of Options, less the number of shares of
      Stock issued to Directors pursuant to the Predecessor Plan.

      7.4.  Option Price and Exercise Period.

            (a)   Option Price. The Option Price for each share of Stock subject
      to an Option shall be no less than the Fair Market Value of a share of
      Stock on the date the Option is granted. The Option Price shall be payable
      in full upon the exercise of any Option. Except in accordance with the
      provisions of Section 10 of this Plan, the Committee shall not, absent the
      approval of First State's shareholders, take any action, whether through
      amendment, cancellation, replacement grants, or any other means, to reduce
      the Option Price of any outstanding Options.

            (b)   Exercise Period. Each Option granted under this Plan shall be
      exercisable in whole or in part at such time or times as set forth in the
      related Option Agreement, but no Option Agreement shall make an Option
      exercisable before the date such Option is granted or on or after the date
      which is the tenth anniversary of the date such Option is granted. In the
      discretion of the Committee, an Option Agreement may provide for the
      exercise of an Option after the employment of an Employee or the status of
      an individual as a Director has terminated for any reason whatsoever,
      including death or disability.

      7.5.  Method of Exercise.

            (a)   Committee Rules. An Option may be exercised as provided in
      this Section 7.5 pursuant to procedures (including, without limitation,
      procedures restricting the frequency or method of exercise) as shall be
      established by the Committee or its delegate from time to time for the
      exercise of Options.

            (b)   Notice and Payment. An Option shall be exercised by delivering
      to First State's President and Chief Executive Officer or his delegate
      during the period in which such Option is exercisable, (1) written notice
      of exercise in, a form acceptable to the Committee indicating the specific
      number of shares of Stock subject to the Option which are being exercised
      and (2) payment in full of the Option Price for such specific number of
      shares. An Option Agreement, at the discretion of the Committee, may
      provide for the payment of the Option Price by any of the following means:

                  (1)   in cash, electronic funds transfer or a check acceptable
            to the Committee;

                  (2)   in Stock which has been held by the Employee or Director
            for a period acceptable to the Committee and which Stock is
            otherwise acceptable to the Committee, provided that the Committee
            may impose whatever restrictions it deems necessary or desirable
            with respect to such method of payment;

                  (3)   through a broker-facilitated cashless exercise procedure
            acceptable to the Committee; or

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                  (4)   in any combination of the methods described in this
            Section 7.5 (b) which is acceptable to the Committee.

Any payment made in Stock shall be treated as equal to the Fair Market Value of
such Stock on the date the properly endorsed stock certificate for such Stock is
delivered to the Committee or, if payment is effected through a certification of
ownership of Stock in lieu of a stock certificate, on the date the Option is
exercised.

            (c)   Restrictions. The Committee may from time to time establish
      procedures for restricting the exercise of Options on any given date as
      the result of excessive volume of exercise requests or any other problem
      in the established system for processing Option exercise requests or for
      any other reason the Committee or its delegate deems appropriate or
      necessary.

      7.6.  Nontransferability. Except to the extent the Committee deems
permissible under Section 422(b) of the Code and Rule 16b-3 and consistent with
the best interests of First State, an Option granted under this Plan shall not
be transferable by an Employee or a Director other than by will or by the laws
of descent and distribution. Any such Option grant under this Plan shall be
exercisable during an Employee's or Director's lifetime, as the case may be,
only by the Employee or the Director, provided that in the event an Employee or
Director is incapacitated and unable to exercise such Employee's or Director's
Option, such Employee's or Director's legal guardian or legal representative
whom the Committee (or its delegate) deems appropriate based on all applicable
facts and circumstances presented to the Committee (or its delegate) may
exercise such Employee's or Director's Option, in accordance with the provisions
of the Plan and the applicable Option Agreement. The person or persons to whom
an Option is transferred by will or by the laws of descent and distribution
thereafter shall be treated as the Employee or the Director under this Plan.

SECTION 8. SECURITIES REGISTRATION

      Each Option Agreement shall provide that, upon the receipt of shares of
Stock as a result of the exercise of an Option, the Employee or Director shall,
if so requested by First State, hold such shares of Stock for investment and not
with a view of resale or distribution to the public and, if so requested by
First State, shall deliver to First State a written statement satisfactory to
First State to that effect. As for, Stock issued pursuant to this Plan, First
State may at its expense take such action as it deems necessary or appropriate
to register the original issuance of such Stock to an Employee or Director under
the Securities Act of 1933, as amended, or under any other applicable securities
laws or to qualify such Stock for an exemption under any such laws prior to the
issuance of such Stock to an Employee or Director; however, First State shall
have no obligation whatsoever to take any such action or to take any action in
connection with the transfer, resale or other disposition of such Stock by an
Employee.

SECTION 9. LIFE OF PLAN

      No Option shall be granted under this Plan on or after the earlier of

            (1)   the tenth anniversary of the date the Board adopts this Plan,
      in which event this Plan otherwise thereafter, shall continue in effect
      until all outstanding Options have been exercised in full or no longer are
      exercisable, or

            (2)   the date on which all of the Stock reserved under Section 3 of
      this Plan has as a result of the exercise of all Options been issued or no
      longer is available for use under this Plan, in which event this Plan also
      shall terminate on such date.

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SECTION 10. ADJUSTMENT

      10.1. Capital Structure. The number, kind or class (or any combination
thereof) of shares of Stock reserved under Section 3 of this Plan, the grant
limitations described in Section 7.3 of this Plan, the number, kind or class (or
any combination thereof) of shares of Stock subject to Options granted under
this Plan and the Option Price of such Options shall be adjusted by the Board in
an equitable manner to reflect any change in the capitalization of First State,
including, but not limited to, such changes as stock dividends or stock splits.

      10.2. Mergers. The Board as part of any corporate transaction described in
Code Section 424(a) shall have the right to adjust (in any manner which the
Board in its discretion deems consistent with Code Section 424(a)) the number,
kind or class (or any combination thereof) of shares of Stock reserved under
Section 3 of this Plan and the grant limitations described in Section 7.3 of
this Plan. Furthermore, the Board as part of any corporate transaction described
in Code Section 424(a) shall have the right to adjust (in any manner which the
Board in its discretion deems consistent with Code Section 424(a)) and the
number, kind or class (or any combination thereof) of shares subject to Option
grants previously made under this Plan and the related Option Price for each
such Option, and, further, shall have the right (in any manner which the Board
in its discretion deems consistent with Code Section 424(a) and without regard
to the grant limitations described in Section 7.3 of this Plan) to make Option
grants to effect the assumption of, or the substitution for option right grants
previously made by any other corporation to the extent that such corporate
transaction calls for such substitution or assumption of such option rights
grants.

      10.3. Fractional Shares. If any adjustment under this Section 10 would
create a fractional share of Stock or a right to acquire a fractional share of
Stock, such fractional share shall be disregarded and the number of shares of
Stock reserved under this Plan and the number subject to any Options shall be
the next lower number of shares of Stock, rounding all fractions downward. Any
adjustment made under this Section 10 by the Board shall be conclusive and
binding on all affected persons.

SECTION 11. AMENDMENT OR TERMINATION

      This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, no such amendment
shall be made absent the approval of the shareholders of First State to the
extent such approval is required under applicable law, Code Section 422, Rule
16b-3 or any applicable NASD rule. The Board also may suspend the granting of
Options under this Plan at any time and may terminate this Plan at any time. The
Board or the Committee shall have the right to modify, amend or cancel
(retroactively or prospectively) any Option granted before such suspension or
termination if (1) the Employee or Director consents in writing to such
modification, amendment or cancellation (except that in no case can Options be
repriced either by cancellation and regrant or by lowering the exercise price of
a previously granted award) or (2) there is a dissolution or liquidation of
First State or a transaction described in Section 10 of this Plan. Suspension or
termination of the Plan shall not affect the Committee's ability to exercise the
powers granted to it with respect to Options granted under this Plan prior to
the date of such suspension or termination.

SECTION 12. MISCELLANEOUS

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      12.1. Shareholder Rights. No Employee or Director shall have any rights as
a shareholder of First State as a result of the grant of an Option under this
Plan or his or her exercise of such Option pending the actual delivery of the
Stock subject to such Option to such Employee or Director.

      12.2. No Contract of Employment or Director Status. The grant of an Option
to an Employee or a Director under this Plan shall not constitute a contract of
employment or an agreement to continue his or her status as an Employee or a
Director and shall not confer on an Employee or Director any rights in addition
to those rights, if any, expressly set forth in the Option Agreement which
evidences his or her Option.

      12.3. Share Retention Guidelines. Shares of Stock acquired by an Employee
under this Plan upon the exercise of an Option may be subject to share retention
guidelines established by First State.

      12.4. Withholding. The exercise of any Option granted under this Plan
shall constitute an Employee's or Director's full and complete consent to
whatever action the Committee deems necessary to satisfy the minimum federal and
state tax withholding requirements, if any, which the Committee acting in its
discretion deems applicable to such exercise. The Committee also shall have the
right to provide in an Option Agreement that an Employee or Director may elect
to satisfy minimum federal and state tax withholding requirements, if any,
through a reduction in the number of shares of Stock actually transferred, or
the cash payments to be made, to him or to her under this Plan, and any such
election and any such reduction shall be effected so as to satisfy the
conditions to the exemption under Rule 16b-3.

      12.5  Construction.

            (a)   Governing Law. This Plan shall be construed under the laws of
      the State of Florida (excluding its choice-of-law rules) to the extent not
      superseded by federal law.

            (b)   Invalid Provisions. In the event any provision of this Plan
      shall be held illegal or invalid for any reason, the illegality or
      invalidity shall not affect the remaining parts of this Plan, and this
      Plan shall be construed and enforced as if the illegal or invalid
      provision had not been included.

            (c)   Conflicts. In the event of a conflict between the terms of
      this Plan and any Option Agreement, the terms of the Plan shall prevail.

      Executed this 1st day of October, 2004.

                               FIRST STATE FINANCIAL CORPORATION

                               By: /s/ Corey J. Coughlin
                                   --------------------------------------------
                                       Corey J. Coughlin
                               Title:  President and Chief Executive Officer

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