RHNB CORPORATION AMENDED AND RESTATED 1994 EXECUTIVE STOCK OPTION PLAN 1. PURPOSE OF PLAN. This Amended and Restated 1994 Executive Stock Option Plan (the "Plan") is intended to increase the incentive for participants to contribute to the success of RHNB Corporation ("RHNB") and its subsidiaries and to reward them for their contribution to that success. 2. SHARES SUBJECT TO PLAN. The options granted under this Plan will be options to acquire shares of RHNB's common stock, $2.50 par value. The maximum number of shares that may be issued pursuant to this Plan is 45,000. 3. ADMINISTRATION OF PLAN. The Compensation Committee (the "Committee") of RHNB's Board of Directors will administer the Plan. During the year prior to commencement of service on the Committee, the Committee members may not have participated in or received securities under, and while serving and for one year after serving on the Committee, such members shall not receive securities under or be eligible for selection as persons to whom shares may be transferred or to whom stock options may be granted under, the Plan or any other discretionary plan of RHNB (or an affiliate of RHNB) under which participants are entitled to acquire shares, stock options or stock appreciation rights of RHNB (or an affiliate of RHNB). The Committee, in addition to any other powers granted to it hereunder, shall have the powers, subject to the express provisions of the Plan: (a) in its discretion, to determine the Employees (defined in Section 5(a) hereof) to receive options, the times when options shall be granted, the times when options may be exercised, the number of shares to be subject to each option, the exercise price of each option, and any restrictions on the transfer or ownership of shares purchased pursuant to an option; (b) to prescribe, amend and repeal rules and regulations of general application relating to the Plan; (c) to construe and interpret the Plan; (d) to require of any person exercising an option granted under the Plan, at the time of such exercise, the execution of any paper or the making of any represen- tation or the giving of any commitment that the Committee shall, in its discretion, deem necessary or advisable by reason of the securities laws of the United States or any State, or the execution of any paper or the payment of any sum of money in respect of taxes or the undertaking to pay any such sum that the Committee shall, in its discretion, deem necessary by reason of the Internal Revenue Code or any rule or regulation thereunder, or by reason of the tax laws of any State; (e) to amend stock options previously granted and outstanding, but no amendment to any such agreement shall be made without the consent of the optionee if such amendment would adversely affect the rights of the optionee under his stock option agreement or would disqualify an "incentive stock option" (as defined in Section 422 of the Internal Revenue Code) (an "incentive stock option") from being such under the Internal Revenue Code; and no amendment shall be made to any stock option agreement that would cause the inclusion therein of any term or provision inconsistent with the Plan; and (f) to make all other determinations necessary or advisable for the administration of the Plan. Determi- nations of the Committee with respect to the matters referred to in this section shall be conclusive and binding on all persons eligible to participate under the Plan and their legal representatives and beneficiaries. The Committee shall have full authority to act with respect to the participation of any Employee, including any directors or officers, and nothing in the Plan shall be construed to be in derogation of such authority. The Committee may designate selected Committee members or employees of RHNB to assist the Committee in the administration of the Plan and may grant authority to such persons to execute documents, including options, on behalf of the Committee, subject in each such case to the requirements of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. Decisions and determinations of the Committee on all matters relating to the Plan shall be in its sole discretion and shall be conclusive. No member of the Committee, nor any person authorized to act on behalf of the Committee, shall be liable for any action taken or decision made in good faith relating to the Plan or any award thereunder. 4. INITIAL GRANTS OF OPTIONS. On June 1, 1994, or such earlier date as the Committee may determine in its discretion, options will be granted under the Plan as follows: NAME TITLE NUMBER OF SHARES Michael F. Gooding CEO 15,000 G. Steve Moore, Jr. EVP 9,000 P. Hobson Busby SVP 6,000 Gregory L. Gibson SVP 6,000 _______ 36,000 These options will be granted on the following terms: (a) VESTING. None of the options will be immediately exercisable. One-third of each optionee's options will become exercisable on January 1, 1997, one-third will become exercisable on January 1, 1998, and one-third will become exercisable on January 1, 1999. (b) DURATION OF OPTION. Each option will remain exercisable for a period of two years after it becomes exercisable. Any option that is not then exercisable will immediately terminate upon the termination of the optionee's employment with RHNB. Each option that is exercisable will terminate 90 days after the termination of the optionee's employment with RHNB. (c) EXERCISE PRICE. The exercise price for each of the options will be the closing price for the RHNB shares on the date of grant. 5. GRANT OF OPTION TO EMPLOYEES. (a) EMPLOYEES TO WHOM OPTIONS MAY BE GRANTED. The Committee may grant an incentive stock option to any employee of RHNB who is designated as the chief executive officer, or as an executive vice president or senior vice president, of RHNB ("an Employee"). (b) NUMBER OF SHARES. The Committee may grant to an Employee an option to purchase such number of shares as the Committee may chose. (c) EXERCISE PRICE. The Committee will specify the exercise price with respect to each option granted hereunder, but with respect to each option the exercise price must be at least 100% of the fair market value of the shares covered by the option at the time the option is granted. (d) TERM OF OPTIONS. The Committee will specify the expiration date of each option granted hereunder; provided, however that no option granted hereunder may be exercised after the expiration of ten years from the date on which such option was granted. 6. EXERCISE. An option granted hereunder may be exercised as to part or all of the shares covered thereby at any time before the expiration date of such option. During the participant's lifetime, only the participant may exercise an option granted to him. If a participant dies prior to the expiration date of an option granted to him, without having exercised his option as to all of the shares covered thereby, the option may be exercised, to the extent of the shares with respect to which the option could have been exercised on the date of the participant's death, by the estate or a person who acquired the right to exercise the option by bequest or inheritance or by reason of the death of the Employee. 7. PAYMENT OF EXERCISE PRICE. The exercise price will be payable upon exercise of the option to purchase shares. Payment of the exercise price shall be made in cash. 8. TRANSFERABILITY. No option granted hereunder may be transferred by the participant except by will or by the laws of descent and distribution, upon the death of the participant. No shares purchased upon the exercise of any option may be transferred within six months from the date the option was granted. 9. MEMORANDUM OF OPTION. (a) GENERAL. The Committee will deliver to each participant to whom an option is granted a Memorandum of Option, stating the terms of the option. (b) INCENTIVE STOCK OPTION RULES. It is intended that options granted under of this Plan may qualify for treatment for federal income tax as "incentive stock options," as that term is defined by Section 422 of the Internal Revenue Code, provided that the Employee follows certain rules concerning the exercise of the options. In the Memorandum of Option referred to in this paragraph the Committee will set forth the rules that the Employee must observe if his option is to qualify as an incentive stock option. 10. CAPITAL ADJUSTMENTS. The number of shares of common stock covered by each outstanding option granted under the Plan, and the option price thereof, will be subject to an appropriate and equitable adjustment, as determined by the Committee, to reflect any stock dividend, stock split or share combination, and will be subject to such adjustment as the Committee may deem appropriate to reflect any exchange of shares, recapitalization, merger, consolidation, separation, reorganization, liquidation or the like, of or by RHNB. 11. AMENDMENT OR DISCONTINUANCE. The Plan may be amended, altered or discontinued by the Board of Directors of RHNB. No termination or amendment of the Plan shall materially and adversely affect any rights or obligations of the holder of an option theretofore granted under the Plan without his consent. 12. EFFECT OF THE PLAN. Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to give any person any right to be granted an option to purchase common stock of RHNB or any other rights hereunder except as may be expressly granted by the Committee (or granted pursuant to Section 5) and evidenced by a Memorandum of Option described in Section 9. 13. EFFECTIVENESS OF THE PLAN; DURATION. The Plan shall be subject to approval by the vote of the holders of a majority of the shares of stock of RHNB entitled to vote. The Plan shall be effective at once upon such approval. No option may be granted prior to the approval of the Plan by shareholders. No options may be granted under this Plan after June 1, 1997.