1994 STOCK INCENTIVE PLAN OF FINANCIAL INVESTORS OF THE SOUTH, INC.

EXHIBIT 10.1

1994 STOCK INCENTIVE PLAN

OF

FINANCIAL INVESTORS OF THE SOUTH, INC.

(as amended and restated in 1999)

1.1. Establishment . Financial Investors of the South, Inc., a Delaware corporation (“FIS”) and the owner of 100% of the capital stock of Bank of Alabama, an Alabama banking corporation (the “Bank”), hereby establishes a stock incentive plan for key Employees, which shall be known as the “1994 STOCK INCENTIVE PLAN” (the “Plan”). It is intended that Options may be issued pursuant to the Plan, some of which may constitute incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan also shall provide for the issuance of Options which are not qualified under Section 422 of the Code, the latter of which are referred to herein as non-qualified stock options (“NQSOs”). The Plan further shall provide for the issuance of stock to key Employees subject to certain vesting restrictions (“Restricted Stock”).

1.2. Purpose . The purpose of the Plan is to advance the interests of FIS and of the Bank, by encouraging and providing for the acquisition of equity interests in FIS by key Employees through the grant of ISOs, NQSOs and Restricted Stock. The Plan will enable the Corporation to attract and retain the services of key Employees upon whose judgment, interest, and special effort the successful conduct of their business operations is largely dependent.

1.3. Effective Date . The Plan shall become effective as of April 11, 1994, subject to ratification by the stockholders of FIS within 12 months of such date.

2.1. Definitions .

2.1.1 “Award” means a grant of an Option or a grant of Restricted Stock (or of both an Option and Restricted Stock) under the Plan.

2.1.2 “Bank” means Bank of Alabama, an Alabama banking corporation.

2.1.3 “Board” means the Board of Directors of FIS.

2.1.4 “Chief Executive Officer’s Performance Schedule” shall mean that schedule of objective performance milestones attached hereto and made a part hereof pursuant to which the chief executive officer of FIS shall receive Restricted Stock Awards without exercise of discretion by the Committee.

2.1.5 “Committee” means the Compensation Committee of the Board.

2.1.6 “Corporation” means Financial Investors of the South, Inc., a Delaware corporation, and shall include as well any subsidiary in which FIS owns, directly or indirectly, shares having a majority of the ordinary voting power for the election of directors (a “Subsidiary”).

2.1.7 “Directors Performance Schedule” shall mean that schedule of objective performance milestones attached hereto and made a part hereof pursuant to which Directors of the Corporation who are not executive officers shall receive awards without exercise of discretion by the Committee.

2.1.8 “Disability” means the permanent and total inability, by reason of physical or mental infirmity, or both, of a Participant to perform the work customarily assigned to him by the Corporation. The

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determination of the existence or nonexistence of Disability shall be made by the Committee pursuant to a medical examination by a medical doctor selected or approved by the Committee.

2.1.9 “Employee” means any officer of the Corporation and any other individual who occupies a responsible managerial or professional position and who in the judgment of the Committee has the capability of making a substantial contribution to the success of the Corporation.

2.1.10 “Fair Market Value” means the value determined by the Committee in good faith using any method or methods which the Committee may deem appropriate, and such determination of Fair Market Value shall be binding upon all parties for all purposes under this Plan.

2.1.11 “Option” means the right to purchase Stock at a stated price for a specified period of time. For purposes of the Plan, an Option may be designated as either an ISO or an NQSO at the time of grant.

2.1.12 “Option Price” means the exercise price per share of Stock as determined by the Committee at the time an Option is granted, subject to the requirements of Subsection 7.3 of this Plan.

2.1.13 “Participant” means an Employee designated by the Committee to participate in the Plan.

2.1.14 “Restricted Stock” means Stock issued to a Participant which is subject to restrictions pursuant to Section 8.4 hereof.

2.1.15 “Retirement” (including “Early Retirement” and “Normal Retirement”) means termination of employment under the terms of the Corporation’s then current retirement program.

2.1.16 “Stock” means the Common Stock of FIS, having a par value of ONE Dollar ($ 1.00 ) per share, or as it may at any time be constituted.

2.1.17 “Ten Percent Stockholder” means any individual who, immediately prior to the time an Option is granted pursuant to this Plan, directly or indirectly owns Stock possessing more than 10 per cent of the total combined voting power of all classes of stock of FIS, or of its parent or Subsidiary. For purposes of this Plan, an individual shall be treated as owning indirectly any Stock which is owned by such individual’s brothers and sisters (whether by the whole or half blood), spouse, ancestors and lineal descendants, and stock owned directly or indirectly, by or for a corporation, partnership, trust or estate shall be considered as being owned proportionately by or for its stockholders, partners, or beneficiaries.

3.1. Eligibility and Participation . Participants in the Plan shall be: (1) persons selected by the Committee from among those Employees who, in the opinion of the Committee, are in a position to contribute materially to the Corporation’s continued growth and development and to its long-term financial success, or (2) persons designated pursuant to the terms of employment agreements approved by the Board.

4.1. Administration . The Board shall appoint a Compensation Committee to administer the Plan (the “Committee”). The Committee shall be responsible for the administration of the Plan. The Committee shall consist of no fewer than three members of the Board, and no member of the Board who is at the time eligible to receive an Award under the Plan (other than pursuant to the Directors Performance Schedule) shall be a member of the Committee. No person who is a member of the Committee, or who has been a member of the Committee at any time during the previous two years, shall be eligible to receive an Award under the Plan (other than pursuant to the Directors Performance Schedule). The Committee, by majority action thereof, is authorized to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of FIS, and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan.

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Determinations, interpretations, or other actions made or taken by the Committee pursuant to the provisions of the Plan shall be final and binding and conclusive for all purposes and upon all persons whomsoever.

5.1. Number . The total number of shares of Stock subject to issuance under the Plan may not exceed one hundred fifty thousand (150,000), subject to adjustment as provided by Subsection 5.3. The shares to be delivered under the Plan may consist, in whole or in part, of authorized but unissued Stock or treasury Stock not reserved for any other purpose.

5.2. Unused Stock . In the event any shares of Stock are subject to an Option or a Restricted Stock Award which, for any reason, expires, terminates, is forfeited to FIS or, with the consent of the Participant, is canceled as to such shares, such Stock may again be made subject to an Option or a Restricted Stock Award pursuant to the Plan.

5.3. Adjustment in Capitalization . In the event of any change in the outstanding shares of Stock that occurs after ratification of the Plan by the stockholders of FIS by reason of a stock dividend, stock split, recapitalization or other similar corporate change in which the number of shares of Stock outstanding is increased, decreased or then changed without the receipt by FIS of additional consideration, the aggregate number of shares of Stock subject to each outstanding Option, and the Option Price, and the aggregate number of shares of Stock reserved for issuance under the Plan shall be appropriately adjusted by the Committee, whose determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share.

6.1. Duration of Plan . The Plan shall remain in effect, subject to the Board’s right to earlier terminate the Plan pursuant to Subsection 10.1 hereof, until all Stock subject to it shall have been purchased or acquired pursuant to the provisions hereof. Notwithstanding the foregoing, no Option or Restricted Stock Award may be granted under the Plan on or after the tenth (10th) anniversary of the Plan’s effective date.

7.1. Grant of Options . Subject to the provisions of Subsection 3.1 and 5.1, Options may be granted: (i) to Employees at any time and from time to time as shall be determined by the Committee; or (ii) pursuant to the requirements of a Board approved employment agreement. The Committee shall determine and state at the time of grant whether an Option is to be designated as an ISO or an NQSO. With respect to Options granted under this Plan, if the Fair Market Value (determined at the date of grant) of Stock with respect to which ISOs may become exercisable for the first time in any calendar year by any Participant is greater than $100,000, then any such Options in excess of such amount shall constitute NQSOs and shall not be ISOs.

7.2. Option Agreement . As determined by the Committee on the date of grant or otherwise Awarded, each Option shall be evidenced by a written Option agreement that shall specify the type of Option granted, the Option Price, the duration of the Option, the number of shares of Stock to which the Option pertains, and any other terms, limitations or restrictions which may be made applicable to such Options in the Committee’s discretion.

7.3. Option Price . No ISO granted pursuant to the Plan shall have an Option Price that is less than the Fair Market Value of the Stock on the date such Option is granted; furthermore, no ISO which is granted to a Ten Percent Stockholder shall have an Option Price that is less than 110% of the Fair Market Value of the Stock on the date such ISO is granted.

7.4. Duration of Options . Each Option shall expire at such time as the Committee shall determine at the time it is granted, provided, however, that no Option shall be exercisable later than the tenth anniversary date of its grant. Furthermore, no ISO which is granted to a Ten Percent Stockholder shall be exercisable later than the fifth anniversary date of its grant.

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7.5. Exercise of Options . Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for all Participants. Options granted pursuant to the Plan may be exercised as provided in Section 7.7.1 whether or not the option so provides.

7.6. Restrictions on Stock Transferability . The Committee shall impose such restrictions on any shares of Stock acquired pursuant to the exercise of an Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable federal securities law, and under any blue sky or state securities laws applicable to such shares.

7.7. Payment . The Option Price upon exercise of any Option shall be payable to FIS in full in cash or its equivalent. The proceeds from such payment shall be added to the general funds of FIS and shall be used for general corporate purposes. No person shall borrow funds from the Bank for purposes of exercising an Option if such borrowing is to be secured by the Stock.

7.7.1 Notwithstanding the foregoing, a Participant may surrender an Option then subject to exercise in exchange for the right to receive shares of stock with a Fair Market Value equal to the Fair Market Value of the shares subject to the surrendered Option less the aggregate Option Price for such shares, in which event the Corporation’s obligation in respect of such Option will be discharged by the issuance of or transfer to the Participant of such shares of Stock. Any right to elect such surrender shall be transferable only by will or by the laws of descent and distribution. During the lifetime of the Participant, such right shall be exercisable only by him. Furthermore, cashless exercise of an ISO will result in the recognition of ordinary income (i.e., compensation) by the employee in an amount equal to the fair market value of the stock issued.

7.8. Termination of Employment Due to Death. Disability, or Retirement . In the event the employment of a Participant is terminated by reason of death, Disability or Retirement, the rights under any then outstanding Option granted pursuant to the Plan shall terminate upon the expiration date of the Option or one year after such date of termination of employment, whichever first occurs.

7.9. Termination of Employment Other Than for Death. Disability, or Retirement . If the employment of the Participant shall terminate for any reason other than death, Disability or Retirement, the rights under any then outstanding Option granted pursuant to the Plan shall immediately terminate unless the Committee, in its sole discretion determines otherwise, but in which event an ISO shall terminate not later than upon the expiration date of the Option or three months after such date of termination of employment, whichever first occurs.

7.10. Non-Transferability of Options . No Option granted under the Plan may be sold, transferred, pledged, or assigned, or otherwise alienated or hypothecated, except by will or by the laws of descent and distribution. Further, during the Participant’s lifetime, Options granted to such Participant under the Plan are exer