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                                                            Exhibit 10.13
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                   FIRST AMERICAN BANCORP STOCK OPTION PLAN


A.  Purpose and Scope.

The purposes of this Plan are to encourage stock ownership by key management
employees of the 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.

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

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

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

     6.   "Option Price" means the purchase price for Stock under an Option, as
          determined in Section F below.

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

     8.   "Plan" means this First American Bancorp Stock Option Plan.

     9.   "Stock" means the common stock of the Company, par value $0.01.

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

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

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C.  Stock to be Optioned.

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

D.  Administration

The Plan shall be administered by the Committee.  Two members of the Committee
shall constitute a quorum for the transaction of the business.  The Committee
shall be responsible to the Board for the operation of the Plan, and shall make
recommendations to the Board for participation in the Plan by employees of the
Company and its Subsidiaries, and for the extend of that participation.  The
interpretation and construction of any provision of the Plan by the Committee
shall be final, unless otherwise determined by the Board.  No member of the
Board or the Committee shall be liable for any action or determination made by
him in good faith.

E.  Eligibility

The Board, upon recommendation of 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 Board 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 Board, upon recommendation by the Committee shall
determine.  Options granted at different times need not contain similar
provisions.

F.  Option Price.

The purchase price for Stock under each Option shall be 100 percent of the fair
market value of the Stock at the time the Option is granted, but in no event
less than the book value of the Stock.

G.  Terms and Conditions of Options.

Options granted under the Plan shall be authorized by the Board and shall be
evidenced by agreements in the form as the Board, upon recommendation of 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 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

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      agreement shall impose upon the Company or any of its Subsidiaries,
      however, any obligation to employ the Participant for any period of time.

  2.  Time and Method of Payment

      The Option Price shall be paid in full in cash at the time an Option is
      exercised under the Plan. Otherwise, an exercise of any Option granted
      under the Plan shall be invalid and of no effect. Promptly after the
      exercise of an Option and the payment of the full Option Price, the
      Participant shall be entitled to the issuance of a stock certificate
      evidencing his ownership of such Stock. Subject to the provisions of
      Paragraph L, below, a Participant shall have none of the rights of a
      shareholder until shares are issued to him.

  3.  Number of Shares.

      Each Option shall state the total number of shares of Stock subject to the
      option.

  4.  Option Period and Limitations on Exercise of Options.

      The Board may, in its discretion, provide that an Option may not be
      exercised in whole or in part for any period of 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. No Option may be exercised for a fractional share of
      Stock.

H.  Termination of Employment

Except as provided in Section I below (concerning the effect of a Participant's
death) or except as provided in a Stock Option Agreement Vesting Schedule with a
designated Participant, if a Participant ceases to be employed by the Company or
any of its Subsidiaries, his Options shall terminate immediately; provided,
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however, that if a Participant's cessation of employment with the Company and
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its Subsidiaries is due to his 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 Options to the extent that he was
entitled to exercise them on the date of cessation of employment, but in no
event shall any Option be exercisable more than fifteen (15) years from the date
it was granted.  Except as provided in a Stock Option Agreement Vesting Schedule
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 for activities contrary, in the option 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

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employment.  Any such determination of the Committee shall be final and
conclusive, unless overruled by the Board.

I.  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 Options, the
executors or administrators, or legatees or heirs, of his 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 death; provided, however,
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that in no event shall the Options be exercisable more than fifteen years from
the date they were granted.

J.  No Obligations to Exercise Option.

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

K.  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.

L.  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 (a)
a subdivision or consolidation of shares or any other capital adjustment, (b)
the payment of a stock dividend, or (c) 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 I) 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 transactions which results in at least fifty-one (51) percent of the
Company's shares or assets 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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M.  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
fifteen years from the date of the Plan's adoption by the Board.  Termination of
the Plan shall not affect any Option previously granted.

N.  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.

O.  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.

P.  Effective Date of Plan.

The Plan shall be effective from the date on which the Plan is approved by the
Board, which date is October 20, 1992.

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