<PAGE>

                         INCENTIVE STOCK OPTION AWARD
                   PURSUANT TO GREATER ROME BANCSHARES, INC.
                           1996 STOCK INCENTIVE PLAN

     THIS AWARD is made as of the Grant Date by GREATER ROME BANCSHARES, INC.
(the "Company") to _________________________________________ (the "Optionee").

     Upon and subject to the Terms and Conditions attached hereto and
incorporated herein by reference, the Company hereby awards as of the Grant Date
to Optionee an incentive stock option (the "Option"), as described below, to
purchase the Option Shares.

     A.   Grant Date:.____________________

     B.   Type of Option: Incentive Stock Option.

     C.   Plan under which granted: Greater Rome Bancshares, Inc. 1996 Stock
          Incentive Plan.

     D.   Option Shares: All or part of ___________ shares of the Company's
          common stock, $.01 par value per share (the "Common Stock"), subject
          to adjustment as provided in the attached Terms and Conditions.

     E.   Exercise Price: $_______ per share, subject to adjustment as provided
          in the attached Terms and Conditions. The Exercise Price is, in the
          judgment of the Committee, not less than 100% of the Fair Market Value
          of a share of Common Stock as of the Grant Date or, in the case of an
          Over 10% Owner, not less than 110% of the Fair Market Value of a share
          of Common Stock on the Grant Date.

     F.   Option Period:  The Option may be exercised only during the Option
          Period which commences on the Grant Date and ends on the earliest of
          (a) the tenth (10th) anniversary of the Grant Date (unless the
          Optionee is an Over 10% Owner, in which case the fifth (5th)
          anniversary of the Grant Date); (b) the later of the date (i) 30 days
          following the date the Optionee ceases to be an employee of the
          Company or any Subsidiary for any reason other than retirement at age
          65, death or Disability or (ii) nine months following the date the
          Optionee ceases to be an employee of the Company or any Subsidiary due
          to retirement at age 65, death or Disability; or (c) the date of any
          cash-out of the Option, as contemplated by Section 7 B of the attached
          Terms and Conditions; provided that the Option may be exercised as to
          no more than the vested Option Shares, determined pursuant to the
          Vesting Schedule. Note that other limitations to exercising the
          Option, as described in the attached Terms and Conditions, may apply.

     G.   Vesting Schedule:  The Option Shares shall become vested in accordance
          with the attached Vesting Schedule. All or a portion of the Option
          Shares may become vested on an earlier date as provided in the
          attached Terms and Conditions.

     IN WITNESS WHEREOF, the Company has executed and sealed this Award as of
the Grant Date set forth above.


                                        GREATER ROME BANCSHARES, INC.

                                        By:_____________________________________

                                        Title:__________________________________

                                                                     Page 1 of 5
<PAGE>

                             TERMS AND CONDITIONS
                                    TO THE
                         INCENTIVE STOCK OPTION AWARD
                   PURSUANT TO GREATER ROME BANCSHARES, INC.
                           1996 STOCK INCENTIVE PLAN

     1.   Exercise of Option.  Subject to the provisions provided herein or in
          ------------------
the Award made pursuant to the Greater Rome Bancshares, Inc. 1996 Stock
Incentive Plan:

          A.   the Option may be exercised with respect to all or any portion of
     the vested Option Shares at any time during the Option Period by the
     delivery to the Company, at its principal place of business, of a written
     notice of exercise in substantially the form attached hereto as Exhibit 1,
     which shall be actually delivered to the Company no earlier than thirty
     (30) days and no later than ten (10) days prior to the date upon which
     Optionee desires to exercise all or any portion of the Option.

          B.   payment to the Company of the Exercise Price multiplied by the
     number of Option Shares being purchased (the "Purchase Price") as provided
     in Section 2; and

          C.   payment of any tax withholding liability, to the extent the
     Option is treated as a nonqualified option pursuant to Section 4 below.

Upon acceptance of such notice and receipt of payment in full of the Purchase
Price and any tax withholding liability, the Company shall cause to be issued a
certificate representing the Option Shares purchased.

     2.   Purchase Price.  Payment of the Purchase Price for all Option Shares
          --------------
purchased pursuant to the exercise of an Option shall be made in cash or
certified check or, alternatively, as follows:

          A.   by delivery to the Company of a number of shares of Common Stock
     which have been owned by the Optionee for at least six (6) months prior to
     the date of the Option's exercise having a fair market value, as determined
     under the Plan, on the date of exercise either equal to the Purchase Price
     or in combination with cash or a certified check to equal the Purchase
     Price; or

          B.   if and when the Common Stock becomes traded by brokers, whether
     on a national securities exchange or otherwise, by receipt of the Purchase
     Price in cash from a broker, dealer or other "creditor" as defined by
     Regulation T issued by the Board of Governors of the Federal Reserve System
     following delivery by the Optionee to the Committee of instructions in a
     form acceptable to the Committee regarding delivery to such broker, dealer
     or other creditor of that number of Option Shares with respect to which the
     Option is exercised.

     3.   Vested Option Shares.  The Option Shares shall become vested in the
          --------------------
manner provided in the Vesting Schedule attached hereto; provided, however, that
all Option Shares shall become vested

                                                                     Page 2 of 5
<PAGE>

no later than the date of a Change in Control, or any earlier date specified by
the Committee in writing to the Optionee subsequent to or contemporaneously with
a determination by the Committee that a Change in Control is imminent.

     4.   Incentive Stock Option Status.  In the event the aggregate Fair Market
          -----------------------------
Value (determined as of the applicable option grant date) of shares of Common
Stock subject to options (under all plans of the Company and its Subsidiaries)
that first become exercisable in favor of the Optionee during any calender year
by an amount that exceeds $100,000, then such options in excess of the
limitation shall not be incentive stock options.  To the extent such options
include this Option, that portion of the Option that does not constitute an
incentive stock option shall be treated as a nonqualified stock option and shall
be subject to the remaining provisions of this Award and its related Terms and
Conditions.

     5.   Rights as Shareholder.  Until the stock certificates reflecting the
          ---------------------
Option Shares accruing to the Optionee upon exercise of the Option are issued to
the Optionee, the Optionee shall have no rights as a shareholder with respect to
such Option Shares.  The Company shall make no adjustment for any dividends or
distributions or other rights on or with respect to Option Shares for which the
record date is prior to the issuance of that stock certificate, except as the
Plan or the attached Award otherwise provides.

     6.   Restriction on Transfer of Option and of Option Shares.  The Option
          ------------------------------------------------------
evidenced hereby is nontransferable other than by will or the laws of descent
and distribution and shall be exercisable during the lifetime of the Optionee
only by the Optionee (or in the event of his disability, by his personal
representative) and after his death, only by his legatee or the executor of his
estate.

     7.   Changes in Capitalization.
          -------------------------

            A.  Except as provided in Subsection B below, if the number of
     shares of Common Stock shall be increased or decreased by reason of a
     subdivision or combination of shares of Common Stock, the payment of an
     ordinary stock dividend in shares of Common Stock or any other increase of
     decrease in the number of shares of Common Stock outstanding effected
     without receipt of consideration by the Company, an appropriate adjustment
     shall be made by the Committee, in a manner determined in its sole
     discretion, in the number and kind of Option Shares and in the Exercise
     Price.

          B.   In the event of a merger, consolidation, reorganization,
     extraordinary dividend or other change in the corporate structure of the
     Company, including a Change in Control, or tender offer for shares of
     Common Stock, shall provide for an appropriate adjustment to the Option or
     provide for the substitution of a new option which adjustment of
     substitution shall be consistent with the event requiring the adjustment of
     substitution; provided, however, in the event the Company will not be the
     surviving entity as a result of the event and the surviving entity does not
     agree to the adjustment or substitution, the Committee may elect to
     terminate the Option Period as of the date of the Change in Control in
     consideration of the payment to the Optionee of the sum of the difference
     between the then Fair Market Value of the Common

                                                                     Page 3 of 5


<PAGE>

     Stock and the Exercise Price for each Option Share as to which the Option
     has not been exercised as of the date of the Change in Control.

          C.  The existence of the Plan and the Option granted pursuant to this
     Agreement 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 Common 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. Any
     adjustment pursuant to this Section may provide, in the Committee's
     discretion, for the elimination without payment therefor of any fractional
     shares that might otherwise become subject to any Option.

     8.   Special Limitation on Exercise.  No purported exercise of the Option
          ------------------------------
shall be effective without the approval of the Committee, which may be withheld
to the extent that the exercise, either individually or in the aggregate
together with the exercise of other previously exercised stock options and/or
offers and sales pursuant to any prior or contemplated offering of securities,
would, in the sole and absolute judgment of the Committee, require the filing of
a registration statement with the United States Securities and Exchange
Commission or with the securities commission of any state. If a registration
statement is not in effect under the Securities Act of 1933 or any applicable
state securities law with respect to shares of Common Stock purchasable or
otherwise deliverable under the Option, the Optionee (a) shall deliver to the
Company, prior to the exercise of the Option or as a condition to the delivery
of Common Stock pursuant to the exercise of an Option exercise, such
information, representations and warranties as the Company may reasonably
request in order for the Company to be able to satisfy itself that the Option
Shares are being acquired in accordance with the terms of an applicable
exemption from the securities registration requirements of applicable federal
and state securities laws and (b) shall agree that the shares of Common Stock so
acquired 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 law.

     9.   Legend on Stock Certificates. Certificates evidencing the Option
          ----------------------------
Shares, to the extent appropriate at the time, shall have noted conspicuously on
the certificates a legend intended to give all persons full notice of the
existence of the conditions, restrictions, rights and obligations set forth
herein and in the Plan.

     10.  Governing Laws.  This Award and the Terms and Conditions shall be
          --------------
construed, administered and enforced according to the laws of the State of
Georgia.

     11.  Successors.  This Award and the Terms and Conditions shall be binding
          ----------
upon and inure to the benefit of the heirs, legal representatives, successors
and permitted assigns of the Optionee and the Company.

                                                                     Page 4 of 5

<PAGE>

     12.  Notice.  Except as otherwise specified herein, all notices and other
          ------
communications under this Award shall be in writing and shall be deemed to have
been given if personally delivered or if sent by registered or certified United
States mail, return receipt requested, postage prepaid, addressed to the
proposed recipient at the last known address of the recipient.  Any party may
designate any other address to which notices shall be sent by giving notice of
the address to the other parties in the same manner as provided herein.

     13.  Severability.  In the event that any one or more of the provisions or
          ------------
portion thereof contained in the Award and these Terms and Conditions shall for
any reason be held to be invalid, illegal or unenforceable in any respect, the
same shall not invalidate or otherwise affect any other provisions of the Award
and these Terms and Conditions, and the Award and these Terms and Conditions
shall be construed as if the invalid, illegal or unenforceable provision or
portion thereof had never been contained herein.

     14.  Entire Agreement.  Subject to the terms and conditions of the Plan,
          ----------------
the Award and the Terms and Conditions express the entire understanding of the
parties with respect to the Option.

     15.  Violation.  Any transfer, pledge, sale, assignment, or hypothecation
          ---------
of the Option or any portion thereof shall be a violation of the terms of the
Award or these Terms and Conditions and shall be void and without effect.

     16.  Headings and Capitalized Terms.  Section headings used herein are for
          ------------------------------
convenience of reference only and shall not be considered in construing the
Award or these Terms and Conditions.  Capitalized terms used, but not defined,
in either the Award or the Terms and Conditions shall be given the meaning
ascribed to them in the Plan.

     17.  Specific Performance.  In the event of any actual or threatened
          --------------------
default in, or breach of, any of the terms, conditions and provisions of the
Award and these Terms and Conditions, the party or parties who are thereby
aggrieved shall have the right to specific performance and injunction in
addition to any and all other rights and remedies at law or in equity, and all
such rights and remedies shall be cumulative.

     18.  No Right to Continued Employment.  Neither the establishment of the
          --------------------------------
Plan nor the award of Option Shares hereunder shall be construed as giving the
Optionee the right to continued employment with the Company or any Subsidiary.

                                                                     Page 5 of 5

<PAGE>

                                   EXHIBIT 1
                                   ---------

                            NOTICE OF EXERCISE OF
                           STOCK OPTION TO PURCHASE
                                COMMON STOCK OF
                         GREATER ROME BANCSHARES, INC.

                                        Name____________________________________
                                        Address_________________________________
                                        ________________________________________
                                        Date____________________________________



Greater Rome Bancshares, Inc.
1490 Martha Berry Boulevard
Rome, Georgia 30162-5271
Attn: Corporate Secretary

Re:  Exercise of Incentive Stock Option

Gentlemen:

     Subject to acceptance hereof by Greater Rome Bancshares, Inc. (the
"Company") pursuant to the provisions of the Greater Rome Bancshares, Inc. 1996
Stock Incentive Plan (the "Plan") I hereby give notice of my election to
exercise options granted to me to purchase ___________ shares of Common Stock of
the Company under the Incentive Stock Option Award (the "Award") dated as of
_______. The purchase shall take place as of __________, 19_____ (the "Exercise
Date").

     On or before the Exercise Date, I will pay the applicable purchase price as
follows:

     [_]  by delivery of cash or a certified check for $_____ for the full
          purchase price payable to the order of Greater Rome Bancshares, Inc.

     [_]  by delivery of cash or a certified check for $______ representing a
          portion of the purchase price with the balance to consist of shares of
          Common Stock that I have owned for at least six months and that are
          represented by a stock certificate I will surrender to the Company
          with my endorsement. If the number of shares of Common Stock
          represented by such stock certificate exceed the number to be applied
          against the purchase price, I understand that a new stock certificate
          will be issued to me reflecting the excess number of shares.

              EXHIBIT 1 to Incentive Stock Option Award - Page 1

<PAGE>

     [_]  by delivery of a stock certificate representing shares of Common Stock
          that I have owned for at least six months which I will surrender to
          the Company with my endorsement as payment of the purchase price. If
          the number of shares of Common Stock represented by such certificate
          exceed the number to be applied against the purchase price, I
          understand that a new certificate will be issued to me reflecting the
          excess number of shares.

     [_]  by delivery of the purchase price by ______________________, a broker,
          dealer or other "creditor" as defined by Regulation T issued by the
          Board of Governors of the Federal Reserve System. I hereby authorize
          the Company to issue a stock certificate for the number of shares
          indicated above in the name of said broker, dealer or other creditor
          or its nominee pursuant to instructions received by the Company and to
          deliver said stock certificate directly to that broker, dealer or
          other creditor (or to such other party specified in the instructions
          received by the Company from the broker, dealer or other creditor)
          upon receipt of the purchase price.

     The required federal, state and local income tax withholding obligations,
if any, on the exercise of the Award shall also be paid on or before the
Exercise Date in the manner provided in the Withholding Election previously
tendered or to be tendered to the Company no later than the Exercise Date.

     As soon as the stock certificate is registered in my name, please deliver
it to me at the above address.

     If the Common Stock being acquired is not registered for issuance to and
resale by the Optionee pursuant to an effective registration statement on Form
S-8 (or successor form) filed under the Securities Act of 1933, as amended (the
"1933 Act"), I hereby represent, warrant, covenant, and agree with the Company
as follows:

          The shares of the Common Stock being acquired by me will be acquired
     for my own account without the participation of any other person, with the
     intent of holding the Common Stock for investment and without the intent of
     participating, directly or indirectly, in a distribution of the Common
     Stock and not with a view to, or for resale in connection with, any
     distribution of the Common Stock, nor am I aware of the existence of any
     distribution of the Common Stock;

          I am not acquiring the Common Stock based upon any representation,
     oral or written, by any person with respect to the future value of, or
     income from, the Common Stock but rather upon an independent examination
     and judgment as to the prospects of the Company;

              EXHIBIT 1 to Incentive Stock Option Award - Page 2
<PAGE>

     The Common Stock was not offered to me by means of publicly disseminated
advertisements or sales literature, nor am I aware of any offers made to other
persons by such means;

     I am able to bear the economic risks of the investment in the Common Stock,
including the risk of a complete loss of my investment therein;

     I understand and agree that the Common Stock will be issued an sold to me
without registration under any state law relating to the registration of
securities for sale, and will be issued and sold in reliance on the exemptions
from registration under the 1933 Act, provided by Sections 3(b) and/or 4(2)
thereof and the rules and regulations promulgated thereunder;

     The Common Stock cannot be offered for sale, sold or transferred by me
other than pursuant to: (A) an effective registration under the 1933 Act or in a
transaction otherwise in compliance with the 1933 Act; and (B) evidence
satisfactory to the Company of compliance with the applicable securities laws of
other jurisdictions. The Company shall be entitled to rely upon an opinion of
counsel satisfactory to it with respect to compliance with the above laws;

     The Company will be under no obligation to register the Common Stock or to
comply with any exemption available for sale of the Common Stock without
registration or filing, and the information or conditions necessary to permit
routine sales of securities of the Company under Rule 144 under the 1933 Act are
now available and no assurance has been given that it or they will become
available. The Company is under no obligation to act in any manner so as to make
Rule 144 available with respect to the Common Stock;

     I have and have had complete access to and the opportunity to review and
make copies of all material documents related to the business of the Company,
including, but not limited to, contracts, financial statements, tax returns,
leases, deeds and other books and records. I have examined such of these
documents as I wished and am familiar with the business and affairs of the
Company. I realize that the purchase of the Common Stock is a speculative
investment and that any possible profit therefrom is uncertain;

     I have had the opportunity to ask questions of and receive answers from the
Company and any person acting on its behalf and to obtain all material
information reasonably available with respect to the Company and its affairs. I
have received all information and data with respect to the Company which I have
requested and which I have deemed relevant in connection with the evaluation of
the merits and risks of my investment in the Company;

     I have such knowledge and experience in financial and business matters that
I am capable of evaluating the merits and risks of the purchase of the Common
Stock hereunder and I am able to bear the economic risk of such purchase; and

              EXHIBIT 1 to incentive Stock option Award - Page 3

<PAGE>

          The agreements, representations, warranties and covenants made by me
     herein extend to and apply to all of the Common Stock of the Company issued
     to me pursuant to this Award. Acceptance by me of the certificate
     representing such Common Stock shall constitute a confirmation by me that
     all such agreements, representations, warranties and covenants made herein
     shall be true and correct at that time.

     I understand that the certificates representing the shares being purchased
by me in accordance with this notice shall bear a legend referring to the
foregoing covenants, representations and warranties and restrictions on
transfer, and I agree that a legend to that effect may be placed on any
certificate which may be issued to me as a substitute for the certificates being
acquired by me in accordance with this notice.

                                        Very truly yours,

                                        ________________________________________

AGREED TO AND ACCEPTED:

GREATER ROME BANCSHARES, INC.


By:_____________________

Title:__________________

Number of Shares
Exercised:______________

Number of Shares
Remaining:______________                Date:__________________________________.


________________________

              EXHIBIT 1 to Incentive Stock Option Award - Page 4
<PAGE>

                                  SCHEDULE I
                       TO GREATER ROME BANCSHARES, INC.
                         INCENTIVE STOCK OPTION AWARD

                               Vesting Schedule
                               ----------------

     "Vested Shares" means only that percentage of the number of shares of
Common Stock subject to the Option as to which the Option becomes exercisable
following completion of the year of service indicated in the schedule below.

          Percentage of Shares               Years of Service
         Which are Vested Shares             after Grant Date
         -----------------------             ----------------

                   20%                               0

                   40%                               1

                   60%                               2

                   80%                               3

                  100%                               4




Notwithstanding the foregoing Vesting Schedule, the Option shall become fully
vested and exercisable during the Option Period if and when the Optionee retires
on or after age 65.

______________

     1. Construction.  (a) For purposes of the Vesting Schedule, Optionee shall
        ------------
be granted a year of service for each consecutive twelve-consecutive-month
period following the Grant Date and during which Optionee continues, at all
times, as an employee of the Company or a Subsidiary.

     (b) The right of Optionee to vest in Common Stock shall cease upon the
termination of his or her service as an employee of the Company or a Subsidiary,
whether by reason of death, Disability or otherwise and, thereafter, no further
shares shall become Vested Shares; the and Option shall be exercisable during
the Option Period specified in the Award.