STOCK OPTION Granted by 1ST MANATEE BANK under the 1ST MANATEE BANK

1.

Name of Participant:

2.

Date of Grant:

3.

Total number of shares of Bank common stock, $5.00 par value per share, that may be acquired pursuant to this Option:

4.

Exercise price per share:

5.

Expiration Date of Option:

6.

Vesting Schedule. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified herein.

7.

Exercise Procedure.

7.1

Delivery of Notice of Exercise of Option. This Option will be exercised in whole or in part by the Participant’s delivery to the Bank of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:

(i)

by tendering, either actually or by attestation, shares of Common Stock valued at Fair Market Value (as defined in Section 7.2 hereof) as of the day of exercise;

(ii)

by a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding);

(iii)

by cash or personal, certified or cashier’s check;

(iv)

by any combination thereof.

7.2

“Fair Market Value” shall have the meaning set forth in Section 8.1(l) of the Plan.

8.

Delivery of Shares.

9.

Adjustment Provisions.

10.

Termination of Option and Accelerated Vesting.

(i)

Death. This Option will become exercisable as to all shares subject to the Option, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier.

(ii)

Disability. This Option will become exercisable as to all shares subject to the Option, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.

(iii)

Termination for Cause. If the Participant’s Termination of Service is for Cause, all Options that have not been exercised will expire and be forfeited.

(iv)

Change in Control. In the event of the Participant’s Involuntary Termination of Employment following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option. A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

(v)

Retirement. Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested options will be forfeited on the date of Termination of Service by reason of Retirement).

(vi)

Other Termination. If the Participant’s Termination of Service is for any reason other than death, Disability, Retirement, for Cause or following a Change of Control, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier.

(vii)

Incentive Option Treatment. No Option will be eligible for treatment as an ISO in the event such Option is exercised more than three (3) months following Termination of Service by reason of Retirement or more than one (1) year following Termination of Service by reason of Disability. In order to obtain ISO treatment for Options exercised by heirs or devisees of the Participant, the Participant’s death must have occurred while the Participant was employed or within three (3) months of Termination of Service.

11.

Miscellaneous.

11.1

No Option will confer upon the Participant any rights as a stockholder of the Bank prior to the date on which the individual fulfills all conditions for receipt of such rights.

11.2

This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Bank and the Participant.

11.3

Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order; provided, however, that in the case of a transfer described under (3), the Option will not qualify as an ISO as of the day of such transfer.

11.4

This Option will be governed by and construed in accordance with the laws of the State of Florida.

11.5

The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Bank or any affiliate.

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Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.

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Stock of the Bank with a fair market value of $______ in full/partial payment of the purchase price.*

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My check in the sum of $_______ and stock of the Bank with a fair market value of $______, in full/partial payment of the purchase price.*

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investment

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resale or distribution

*

If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares. If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged. If the shares are held in “street name” by a registered broker, I must provide the Bank with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged. I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.