GREATER ROME BANCSHARES, INC.
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                         DIRECTORS STOCK INCENTIVE PLAN

                                TABLE OF CONTENTS

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SECTION 1  DEFINITIONS............................................................................................1


SECTION 2  THE STOCK INCENTIVE PLAN...............................................................................1

   2.1   PURPOSE OF THE PLAN......................................................................................1
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   2.2   ADMINISTRATION OF THE PLAN...............................................................................2
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   2.3   EFFECTIVE DATE...........................................................................................2
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SECTION 3  ELIGIBILITY............................................................................................2


SECTION 4  SHARES SUBJECT TO PLAN.................................................................................2


SECTION 5  STOCK AWARDS...........................................................................................2

   5.1   DIRECTOR FEES ELECTION...................................................................................2
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   5.2   DEFERRED FEES ACCOUNT....................................................................................2
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   5.3   PAYMENT IN STOCK.........................................................................................2
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   5.4   PAYMENT IN CASH..........................................................................................3
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   5.5   TERMINATION OF DIRECTORSHIP..............................................................................3
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SECTION 6  TERM OF PLAN...........................................................................................3


SECTION 7  GENERAL PROVISIONS.....................................................................................3

   7.1   AMENDMENT AND TERMINATION OF THE PLAN....................................................................3
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   7.2   CHANGES IN CAPITALIZATION................................................................................3
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   7.3   RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS.....................................................4
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   7.4   NO RIGHT TO CONTINUED RETENTION..........................................................................4
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   7.5   NON-ALIENATION OF BENEFITS...............................................................................4
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   7.6   CHOICE OF LAW............................................................................................4
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                          GREATER ROME BANCSHARES, INC.

                         DIRECTORS STOCK INCENTIVE PLAN

                              SECTION 1 DEFINITIONS

         Definitions.  Wherever  used herein,  the  masculine  pronoun  shall be
deemed to include the feminine,  and the singular to include the plural,  unless
the context  clearly  indicates  otherwise,  and the following words and phrases
shall, when used herein, have the meanings set forth below:

(a)  "Bank" means Greater Rome Bank, a bank organized under the laws of the
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     State of Georgia.

(b)  "Bank Board" means the Board of Directors of the Bank.
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(c)  "Company" means Greater Rome  Bancshares,  Inc., a bank holding company
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     organized under the laws of the State of Georgia as a bank holding company.

(d)  "Company Board" means the Board of Directors of the Company.
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(e)  "Deferred Fees Account" means the bookkeeping account established under the
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     Plan for each Eligible Director, as described in Plan Section 5.2.

(f)  "Director" means a member of the Bank Board.
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(h)  "Director  Fees" means,  with respect to each  Election  Period (or portion
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     thereof  while  the  Plan is in  effect), the retainer and meeting fees for
     regularly  scheduled  Bank  Board and Bank  Board  committee  meetings  for
     such period.

(i) "Election Period" refers to each successive, twelve-month period, commencing
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    July 1. The first Election Period shall commence July 1, 1999.

(j) "Eligible Director" means any Director of the Bank Board.
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(k) "Fair Market  Value"  refers to the fair market value of a share of Stock as
    of a given date, as determined by the Company Board in good faith.

(l) "Plan" means the Greater Rome Bancshares, Inc. Directors Stock Incentive
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    Plan.

(m) "Stock" means the common stock of the Company, $.01 par value per share.
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                       SECTION 2 THE STOCK INCENTIVE PLAN

         2.1 Purpose of the Plan.  The Plan is intended (a) to provide  Eligible
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Directors  with the  opportunity  to elect to receive  payment for Director Fees
either in cash or in shares of Stock;  and (b) to further align the interests of
those  individuals who are responsible for shaping and carrying out the policies
and the long  term  plans of the  Company  with the  interests  of  shareholders
generally.

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         2.2  Administration  of the Plan. The Plan shall be administered by the
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Company Board. The Company Board shall have the authority in its sole discretion
to interpret  the Plan, to make all other  determinations  and to take all other
actions  it  deems   necessary  or   advisable   for  the   implementation   and
administration  of the Plan.  All actions of the  Company  Board shall be final,
conclusive,  and binding. No member of the Company Board shall be liable for any
action taken or decision made in good faith relating to the Plan.

         2.3  Effective Date.  The Plan shall be effective as of July 1, 1999.
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                              SECTION 3 ELIGIBILITY

         Eligible  Directors  may  elect  pursuant  to  Section 5 of the Plan to
receive cash or Stock as payment for  Director  Fees on the terms and subject to
the restrictions hereinafter set forth.

                        SECTION 4 SHARES SUBJECT TO PLAN

         Subject to adjustment in accordance  with Section 7.2, 50,000 shares of
Stock are hereby  reserved  exclusively  for  issuance  pursuant to elections by
Eligible Directors to receive Stock pursuant to elections under Section 5.

                             SECTION 5 STOCK AWARDS

         5.1 Director Fees  Election.  With respect to each Election  Period (or
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applicable portion thereof),  each Eligible Director may elect in writing and in
such form and at such time as the Company Board may direct,  to receive  payment
of Director Fees earned by the Eligible Director for that Election Period either
(a) in cash,  or (b) in shares of Stock  having a Fair Market Value equal to the
cash  amount  that would  otherwise  be  payable.  Once made,  an election by an
Eligible  Director under this Section 5.1 is irrevocable,  except as provided in
Section 5.5 below.

         5.2 Deferred Fees Account. A Deferred Fees Account shall be established
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for each Eligible Director.  The Deferred Fees Account shall be credited monthly
with the amount of Director Fees earned by an Eligible  Director for that month,
as of the close of the last business day of the month. The Deferred Fees Account
shall be credited with interest on amounts credited to the Deferred Fees Account
during  an  Election  Period  from and  after  the date  the  Director  Fees are
credited.  The earnings credit shall be based upon an annual  percentage rate of
return  equal to seven  percent  (7%),  until  revised by further  action of the
Company Board.

         5.3 Payment In Stock. An Eligible Director electing to receive Stock as
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payment for Director Fees for an Election Period will receive a number of shares
of Stock equal to the result,  rounded up to the nearest whole number,  obtained
by dividing the amount credited to the Eligible Director's Deferred Fees Account
for the  Election  Period by the Fair Market Value of a share of Stock as of the
last day of the Election Period during which the Director Fees were earned.  The
Stock will be issued to such Eligible  Director as soon as practicable after the
end of that Election Period.

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         5.4 Payment In Cash. An Eligible  Director  electing to receive cash as
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payment for  Director  Fees will receive  payment of the amount  credited to the
Deferred  Fees  Account  as soon as  practicable  after the end of the  Election
Period during which the Director Fees were earned.

         5.5  Termination  of  Directorship.  In the event an Eligible  Director
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ceases to be a Director for any reason  prior to the end of the Election  Period
to which such election  applies,  such Director will receive  payment in cash of
amounts  credited to such  Director's  Deferred  Fees Account as of the date the
Director  ceases to be an  Eligible  Director.  Payments  made  pursuant to this
Section  5.5 shall be made at the same time as other  cash  amounts  due for the
same Election  Period in accordance with section 5.4 (or at such earlier time as
the Company Board may determine in its sole discretion).

                             SECTION 6 TERM OF PLAN

         The Plan shall continue until  terminated by the Company Board pursuant
to Section 7.1 hereof or, if earlier, until there are not a sufficient number of
shares of Stock to issue to all  electing  Eligible  Directors  for an  Election
Period. If the Plan is terminated,  any amounts  remaining  credited to Deferred
Fees  Accounts  shall  become  payable to Eligible  Directors in a cash lump sum
payment as soon as practicable after the Plan is terminated.

                          SECTION 7 GENERAL PROVISIONS

         7.1 Amendment  and  Termination  of the Plan.  The Company Board at any
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time may amend or terminate  the Plan without  shareholder  approval;  provided,
however,  that the Company  Board may condition any amendment on the approval of
the  shareholders of the Company if such approval is necessary or advisable with
respect to tax,  securities or other applicable laws to which the Company,  this
Plan, or Eligible Directors are subject. No amendment or termination of the Plan
shall adversely  affect the rights of an Eligible  Director  without his consent
with respect to Stock previously acquired under the Plan.

         7.2 Changes in Capitalization.
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                  (a) The number of shares of Stock  reserved for issuance under
the Plan shall be  proportionately  adjusted  for any  increase or  decrease  in
the number of issued shares of Stock resulting from a subdivision or combination
of shares or the payment of an ordinary  stock dividend  in  shares of  Stock to
holders of outstanding shares of Stock or any other increase or  decrease in the
number of shares of Stock  outstanding effected without receipt of consideration
by the Company.

                  (b) In the event of  any  merger, consolidation, extraordinary
dividend (including a spin-off), reorganization or other change in the corporate
structure of the Company or its Stock or tender offer for  shares of Stock,  the
Company Board, in its sole discretion, may take action with respect to  Deferred
Fees Accounts as it deems necessary or appropriate to reflect or in anticipation
of  such  merger, consolidation, extraordinary  dividend (including a spin-off),
reorganization,  other change in corporate structure or tender offer, including,
but not limited  to, the  payment of  Deferred  Fees Accounts in cash.

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                  (c) The  existence  of the Plan  granted  pursuant to the Plan
shall not affect in  any  way  the  right or  power  of  the  Company to make or
authorize any adjustment,  reclassification,  reorganization  or other change in
its capital or business  structure,  any merger or consolidation of the Company,
any issue of debt or equity  securities  having  preferences or priorities as to
the Stock or the rights thereof,  the dissolution or liquidation of the Company,
any sale or transfer of all or any part of its business or assets,  or any other
corporate act or proceeding.

         7.3 Restrictions on Delivery and Sale of Shares; Legends. Each share of
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Stock is  subject  to the  condition  that if at any time  the  Company,  in its
discretion,  shall determine that the listing,  registration or qualification of
the shares of Stock upon any  securities  exchange or under any state or federal
law is  necessary  or  desirable  as a condition  of or in  connection  with the
granting  of such  Stock,  the  delivery  of any or all  shares  of Stock may be
withheld unless and until such listing, registration or qualification shall have
been effected. If a registration statement is not in effect under the Securities
Act of 1933 or any applicable  state  securities laws with respect to the shares
of Stock, the Company may require,  as a condition to the issuance of any Stock,
that the Eligible  Director or other recipient of Stock  represent,  in writing,
that the shares  received are being  acquired for investment and not with a view
to  distribution  and  agree  that the  shares  will not be  disposed  of except
pursuant to an effective registration  statement,  unless the Company shall have
received  an  opinion  of  counsel  that such  disposition  is exempt  from such
requirement under the Securities Act of 1933 and any applicable state securities
laws. The Company may include on certificates  representing shares of Stock such
legends referring to the foregoing  representations or restrictions or any other
applicable restrictions on resale as the Company, in its discretion,  shall deem
appropriate.

         7.4 No Right to Continued  Retention.  Nothing in the Plan shall confer
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upon any  Eligible  Director  the right to  continue  as a member of the Company
Board or Bank  Board or affect  the right of the  Company  or any  affiliate  to
terminate an Eligible Director's directorship at any time.

         7.5  Non-Alienation  of  Benefits.  No benefit  under the Plan shall be
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subject in any manner to anticipation,  alienation, sale, transfer,  assignment,
pledge,  encumbrance or charge;  and any attempt to do so shall be void. No such
benefit  shall,  prior to receipt  by the  Eligible  Director,  be in any manner
liable for or subject to the debts, contracts, liabilities, engagements or torts
of the Eligible Director.

         7.6  Choice of Law. The laws of the State of Georgia  shall govern the
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Plan,  to the extent not  preempted by federal law.

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         IN WITNESS  WHEREOF,  the Company has caused the Plan to be executed as
of the 14th day of October 1999.

                                            GREATER ROME BANCSHARES, INC.


                                            By:
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                                            Title:
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ATTEST:

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Title:
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         [CORPORATE SEAL]


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