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                                                            Exhibit 10.14
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                            FIRST AMERICAN BANCORP
                            1994 STOCK OPTION PLAN

A.  PURPOSE AND SCOPE.

  The purposes of this Plan are to encourage stock ownership by key management
employees of First American Bancorp (the "Company") and its Subsidiaries, to
provide an incentive for those employees to expand and improve the profits and
prosperity of the Company and its Subsidiaries, and to assist the Company and
its Subsidiaries in attracting and retaining key personnel through the grant of
Options to purchase shares of the Company's common stock.

B.  DEFINITIONS.

  Unless otherwise required by the context:

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

   2.   "Committee" means the Stock Option Plan Committee, which is appointed by
        the Board, and which shall be composed of three members of the Board. No
        member of the Committee shall be eligible to receive awards under the
        Plan while serving on the Committee, and no member of the Committee
        shall have been eligible to receive awards for one year prior to
        serving on the Committee.

   3.   "Company" means the First American Bancorp, an Alabama corporation.

   4.   "Code" means the Internal Revenue Code of 1986, as amended.

   5.   "Fair Market Value" shall mean the fair market value of a share of
        Stock as determined in good faith by the Board, using such methodology
        as it in its sole discretion may deem appropriate, or, if at any time
        the Stock is publicly traded on any exchange or in the over-the-counter
        market, the average of the closing bid and asked prices for the date of
        determination.

   6.   "Option" means a right to purchase Stock, granted under this Plan.

   7.   "Option Price" means the purchase price for Stock subject to an
        Option, as determined in Section G below.

   8.   "Participant" means an employee of the Company or of any Subsidiary of
        the Company to whom an Option is granted under the Plan.

   9.   "Plan" means this First American Bancorp 1994 Stock Option Plan.

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   10.  "Stock" means the common stock of the Company, par value $0.01 per
        share.

   11.  "Subsidiary" means a subsidiary corporation of the Company, as defined
        in Sections 425(f) and 425(g) of the Code.

   12.  "Ten Percent Shareholder" means any individual who, immediately prior
        to the time an Option is granted pursuant to this Plan, directly or
        indirectly owns Stock possessing more than 10 percent of the total
        combined voting power of all classes of stock of the Company, or of any
        parent or subsidiary corporation. For purposes of this Plan, an
        individual shall be treated as owning indirectly any Stock which is
        owned by such individual's brothers and sisters (whether by the whole or
        half blood), spouse, ancestors and lineal descendants, and stock owned
        directly or indirectly, by or for a corporation, partnership, trust or
        estate shall be considered as being owned proportionately by or for its
        shareholders, partners, or beneficiaries. Stock available for purchase
        pursuant to an outstanding option, however, shall not be treated as
        owned for purposes of this paragraph.

   13.  "Vested" means the nonforfeitable part of an Option awarded to a
        Participant.

C.  STOCK TO BE OPTIONED.

  1.  Number.  Subject to the provisions of Section M of the Plan, the maximum
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number of shares of Stock that may be optioned or sold under the Plan is 50,000
shares.  Those shares may be treasury shares or authorized but unissued shares
of Stock of the Company.

  2.  Unused Stock.  In the event any shares of Stock that are subject to an
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Option, which, for any reason, expires, terminates or, with the consent of the
Participant, is cancelled as to such shares, such Stock may again be made
subject to Options awarded pursuant to the Plan.

D.  ADMINISTRATION.

  1.  Administration and Interpretation.  The Plan shall be administered and
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interpreted by the Committee.  Two members of the Committee shall constitute a
quorum for the transaction of business.  The Committee shall have the authority
to adopt, alter and repeal such administrative rules, guidelines and practices
governing the Plan and perform all acts, including the delegation of its
administrative responsibilities, as it shall, from time to time, deem advisable;
to construe and interpret the terms and provisions of the Plan and any Option
issued under the Plan (and any notices or agreements relating thereto); and to
otherwise supervise the administration of the Plan.  The Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in
any notice of an Option or any agreement relating thereto in the manner and to
the extent it shall deem necessary to carry the Plan into effect.  Any decision,
interpretation or other action made or taken in good faith by or at the
direction of the Committee arising out of or in connection with the Plan shall
be within its absolute discretion

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and shall be final, binding and conclusive on the Company and all employees and
Participants and their respective beneficiaries, heirs, executors,
administrators, successors and assigns, unless otherwise determined by the
Board.

  Neither the Board, the Committee, nor any member thereof shall be liable for
any act, omission, interpretation, construction or determination made in
connection with the Plan in good faith, and the members of the Committee or the
Board may be entitled to indemnification and reimbursement by the Company in
respect of any claim, loss, damage or expense (including attorney's fees)
arising therefrom to the full extent permitted by law and under any directors'
and officers' liability insurance that may be in effect from time to time, in
all events as a majority of the Board then in office may determine from time to
time, as evidenced by a written resolution thereof.  In addition, no member of
the Board or the Committee and no employee of the Company shall be liable for
any act or failure to act hereunder, by any other member or other employee or by
any agent to whom duties in connection with the administration of this Plan have
been delegated or, for any act or failure to act by such member or employee, in
all events except in circumstances involving such member's or employee's bad
faith, gross negligence, intentional fraud or violation of a statute.

  2.  Awards.  The Committee shall have the authority:
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     (a)  to select the officers and employees to whom Options may from time to
time be granted hereunder;

     (b)  to determine the number of shares of Stock to be covered by each
Option granted hereunder;

     (c)  to determine the terms and conditions, not inconsistent with the terms
of this Plan, of any Option granted hereunder (including, but not limited to,
any restriction or limitation on exercise or transfer, any vesting schedule or
acceleration thereof, or any forfeiture provisions or waiver thereof, regarding
any Option and the shares of Stock relating thereto, based on such factors as
the Committee shall determine, in its sole discretion); and

     (d)  to modify or waive any restrictions or limitations contained in, and
grant extensions to or accelerate the vesting of, any outstanding Options as
long as such modifications, waivers, extensions or accelerations are consistent
with the terms of this Plan; but no such changes shall impair the rights of any
Participant without his or her consent.

  An Option under the Plan shall be evidenced by written agreement between the
Company and the Participant to whom the Option is granted and no such Option
shall be valid until so evidenced.

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E.  ELIGIBILITY.

  The Committee may grant Options to any key management employee (including an
employee who is a director or an officer) of the Company or its Subsidiaries.
Options may be awarded by the Committee at any time and from time to time to new
Participants, or to then Participants, or to a greater or lesser number of
Participants, and may include or exclude previous Participants as the Committee
shall determine.  Options granted at different times need not contain similar
provisions.

F.  GRANT OF OPTIONS.

  Options granted under this Plan shall be of one of two types:  (i) an
"incentive stock option" within the meaning of Section 422 of the Code (or any
successor provision) or (ii) a non-qualified stock option.  The Committee shall
have the authority to grant to any Participant one or more incentive stock
options, non-qualified stock options, or both types of stock options (in each
case with or without stock appreciation rights).  No incentive stock options may
be awarded after the tenth anniversary of the date this Plan is adopted by the
Board.  With respect to Options granted under this Plan, if the Fair Market
Value (determined at the date of grant) of Stock with respect to which incentive
stock options may become exercisable for the first time in any calendar year by
any Participant is greater than $100,000, then any such stock options in excess
of such amount, if any, shall constitute non-qualified stock options and shall
not be incentive stock options.

G.  OPTION PRICE.

  The exercise price per share of Stock purchasable under an Option shall be
determined by the Board at the time of grant, provided that no incentive stock
option shall have an exercise price less than 100% of the Fair Market Value of
the Stock on the date such stock option is granted, and, provided further, that
no incentive stock option which is granted to a Ten Percent Shareholder shall
have an exercise price that is less than 110% of the Fair Market Value of the
Stock on the date such incentive stock option is granted.

H.  TERMS AND CONDITIONS OF OPTIONS.

  Options granted under the Plan shall be authorized by the Committee and shall
be evidenced by agreement in the form as the Committee approves.  Those
agreements shall comply with and be subject to the following terms and
conditions:

  1.  Employment Agreement.  The Board may, in its discretion, include in any
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Option granted under the Plan a condition that the Participant shall agree to
remain in the employ of, and to render services to, the Company or any of its
Subsidiaries for a period of time (specified in the agreement) following the
date the Option is granted.  No such agreement shall impose upon the Company or
any of its Subsidiaries, however, any obligation to employ the Participant for
any period of time.

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  2.  Time and Method of Payment.   An Option may be exercised (i) by giving
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written notice to the Company specifying the number of whole shares of Stock to
be purchased with the purchase price therefor to be payable in full either (A)
in cash, (B) in previously owned whole shares of Stock (for which the holder of
the Option has good title free and clear of all liens and encumbrances) with
their Fair Market Value determined as of the date of exercise, (C) with respect
to non-qualified stock options, by authorizing the Company to retain whole
shares of Stock which would otherwise be issuable upon exercise of the Option
with their Fair Market Value determined as of the date of exercise, or (D) a
combination of (A), (B) and (C), in each case to the extent determined by the
Board, and (ii) by executing such documents as the Company may reasonably
request.  No shares of Stock shall be issued until the full purchase price has
been paid.

  3.  Number of Shares.  Each Option shall state the total number of shares of
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Stock subject to the Option.

  4.  Option Period and Limitations on Exercise of Options.  The Board may, in
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its discretion, provide that an Option may not be exercised in whole or in part
for any period or periods of time specified in the Option agreement.  Except as
provided in the Option agreement, an Option may be exercised in whole or in part
at any time during its term.  No Option may be exercised after the expiration of
ten (10) years from the date it is granted, and no Option designated as an
incentive stock option which is granted to a Ten Percent Shareholder shall be
exercisable more than five (5) years after the date the option is granted.  No
Option may be exercised for a fractional share of Stock.

I.  TERMINATION OF EMPLOYMENT.

  Except as provided in Section J below (concerning the effect of a
Participant's death) or except as provided in a vesting schedule set forth in a
stock option agreement with a designated Participant, if a Participant ceases to
be employed by the Company or any of its Subsidiaries, his or her Options shall
terminate immediately; provided, however, that if a Participant's cessation of
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employment with the Company and its Subsidiaries is due to his or her retirement
with the consent of the Company or any of its Subsidiaries, the Participant may,
at any time within three months after such cessation of employment, exercise his
or her Options to the extent that he or she was entitled to exercise them on the
date of cessation of employment, but in no event shall any Option be exercisable
for more than ten (10) years from the date it was granted. Except as provided in
the stock option agreement with a designated Participant, the Committee may
cancel an Option during the three month period referred to in this paragraph, if
the Participant engages in employment or other activities which are contrary, in
the opinion of the Committee, to the best interests of the Company or any of its
Subsidiaries. The Committee shall determine in each case whether a termination
of employment shall be considered a retirement with the consent of the Company
or a Subsidiary, and, subject to applicable law, whether a leave of absence
shall constitute a termination of employment. Any such determination of the
Committee shall be final and conclusive, unless overruled by the Board.

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J.  RIGHTS IN EVENT OF DEATH.

  If a Participant dies while employed by the Company or any of its
Subsidiaries, or within three months after having retired with the consent of
the Company or any of its Subsidiaries, and without having fully exercised his
or her Options, the executors or administrators, or legatees or heirs, of his or
her estate shall have the right to exercise such Options to the extent that such
deceased Participant was entitled to exercise the Options on the date of his or
her death; provided, however, that in no event shall the Options be exercisable
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more than ten (10) years from the date they were granted.

K.  NO OBLIGATIONS TO EXERCISE OPTION.

  The grant of an Option shall impose no obligation on the Participant to
exercise that Option.

L.  NONASSIGNABILITY.

  Options shall not be transferable other than by will or by the laws of descent
and distribution, and during a Participant's lifetime shall be exercisable only
by the Participant.  All Options may be exercised or settled during the
Participant's lifetime, only by the Participant or his or her guardian,
conservator or other legal representative.  Options or other benefits payable
under this Plan shall not in any manner be subject to the debts, contracts,
liabilities, engagements or torts of any person who shall be entitled to such
benefit, nor shall it be subject to attachment or legal process for or against
such person.

M.  EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN.

  The aggregate number of shares of Stock available for Options under the Plan,
the shares subject to any Option, and the price per share shall all be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock subsequent to the effective date of the Plan resulting from (1)
a subdivision or consolidation of shares or any other capital adjustment, (2)
the payment of a stock dividend, or (3) other increase or decrease in the shares
effected without receipt of consideration by the Company.  If the Company is the
surviving corporation in a merger or consolidation, any Option shall apply to
the securities to which a holder of the number of shares of Stock subject to the
Option would have been entitled after the merger or consolidation.  If the
Company is dissolved or liquidated or is not the surviving corporation to a
merger or consolidation, all Options outstanding under the Plan shall terminate;
provided, however, that each Participant (and each other person as determined
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under Section J) shall have the right, immediately prior to a dissolution or
liquidation, or such merger or consolidation, to exercise his or her Options in
whole or in part, but only to the extent that those Options are otherwise
exercisable under the terms of the Plan.  A change in control transaction or
series of being owned by a person, firm, or corporation other than the owner
before the change and during the prior six (6) month period shall be treated as
a merger in which the Company is not the surviving corporation.

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N.  AMENDMENT AND TERMINATION.

  The Board, by resolution, may terminate, amend, or revise the Plan for any
shares as to which Options have not been granted.  Neither the Board nor the
Committee may, without the consent of the holder of an Option, alter or impair
any Option previously granted under the Plan, except as authorized herein.
Unless sooner terminated, the Plan shall remain in effect for a period of ten
(10) years from the date of the Plan's adoption by the Board.  Termination of
the Plan shall not affect any Option previously granted.

O.  AGREEMENT AND REPRESENTATION OF EMPLOYEES.

  As a condition to the exercise of any portion of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of such exercise that any shares of Stock acquired at exercise are being
acquired only for investment and without any present intention to sell or
distribute those shares, if, in the opinion of counsel for the Company, that
representation is required under the Securities Act of 1933 or any other
applicable law, regulation, or rule of any governmental agency.

P.  RESERVATION OF SHARES OF STOCK.

  The Company, during the term of this Plan, will at all times reserve and keep
available, and will seek or obtain from any regulatory body having jurisdiction
any requisite authority necessary to issue and to sell, the number of shares of
Stock that shall be sufficient to satisfy the requirements of this Plan.  The
inability of the Company to obtain from any regulatory body having jurisdiction
the authority deemed necessary by counsel for the Company for the lawful
issuance and sale of its Stock hereunder shall relieve the Company of any
liability in respect of the failure to issue or sell Stock as to which the
requisite authority has not been obtained.

Q.  GENERAL PROVISIONS.

  1.  Unfunded Status of Plan.  This Plan is intended to be unfunded.  With
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respect to any payments as to which a Participant has a fixed and vested
interest but which are not yet made to a Participant by the Company, nothing
contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company.

  2.  No Right to Employment.  Neither this Plan nor the grant of any Option
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hereunder shall give any Participant or other employee any right with respect to
continuance of employment by the Company or any Subsidiary, nor shall they be a
limitation in any way on the right of the Company or any Subsidiary by which an
employee is employed to terminate his or her employment at any time.

  3.  Use of Proceeds.  The proceeds received by the Company from the sale of
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Stock pursuant to the sale or exercise of Options under the Plan shall be added
to the Company's general funds and used for general corporate purposes.

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  4.  Other Plans.  In no event shall the value of, or income arising from, any
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Options under this Plan be treated as compensation for purposes of any pension,
profit sharing, life insurance, disability or any other retirement or welfare
benefit plan now maintained or hereafter adopted by the Company or any
Subsidiary, unless such plan specifically provides to the contrary.

  5.  No Restriction on Right of Company to Effect Corporate Changes.  Nothing
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in the Plan shall affect the right or power of the Company or its shareholders
to make or authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company's capital structure or its business, or any
merger or consolidation of the Company, or any issue of stock or of options,
warrants or rights to purchase stock or of bonds, debentures, preferred or prior
preference stocks whose rights are superior to or affect the Stock or the rights
thereof or which are convertible into or exchangeable for Stock, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

  6.  Withholding of Taxes.  As a condition to the granting of any Option, the
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vesting of any Option or the lapse of any restrictions pertaining thereto, the
Company may, in the discretion of the Board, require the Participant to pay such
sum to the Company as may be necessary to discharge the Company's obligations
with respect to any taxes, assessments or other governmental charges imposed on
property or income received by a Participant pursuant to the Plan.  In the
discretion of the Board, such payment may be in the form of cash or other
property.  In the discretion of the Board, the Company may (i) make available
for delivery a lesser number of shares, in satisfaction of such taxes,
assessments or other governmental charges, (ii) deduct or withhold from any
payment or distribution to a Participant whether or not pursuant to the Plan, or
(iii) offer loans to Participants to satisfy withholding requirements on such
terms as the Board may determine.

  7.  Shareholder Rights.  A Participant shall have no rights as a shareholder
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with respect to any shares issued or issuable with respect to an Option until a
certificate or certificates evidencing such shares shall have been issued to or
for the benefit of such Participant, and no adjustment shall be made for
dividends or distributions or other rights in respect of any share for which the
record date is prior to the date upon which the Participant shall become the
holder of record thereof.

  8.  Governing Law.  This Plan and actions taken in connection herewith shall
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be governed and construed in accordance with the laws of the State of Alabama
(without regard to applicable Alabama principles of conflict of laws).

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