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                                                                    Exhibit 4.01


                    WESTWOOD HOMESTEAD FINANCIAL CORPORATION
                      1997 STOCK OPTION AND INCENTIVE PLAN


         1. PURPOSE OF THE PLAN.

         The purpose of this Plan is to advance the interests of the Company
through providing select key Employees and Directors of the Bank, the Company,
and their Affiliates with the opportunity to acquire Shares. By encouraging such
stock ownership, the Company seeks to attract, retain and motivate the best
available personnel for positions of substantial responsibility and to provide
additional incentives to Directors and key Employees of the Company or any
Affiliate to promote the success of the business.

         2. DEFINITIONS.

         As used herein, the following definitions shall apply.

         (a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(c) and
(f), respectively, of the Code.

         (b) "Agreement" shall mean a written agreement entered into in
accordance with Paragraph 5(c).

         (c) "Awards" shall mean, collectively, Options and SARs, unless the
context clearly indicates a different meaning.

         (d) "Bank" shall mean The Westwood Homestead Savings Bank.

         (e) "Board" shall mean the Board of Directors of the Company.

         (f) "Change in Control" shall mean any one of the following events: (i)
the acquisition of ownership, holding or power to vote more than 25% of the
voting stock of the Bank or the Company, (ii) the acquisition of the ability to
control the election of a majority of the Bank's or the Company's directors,
(iii) the acquisition of a controlling influence over the management or policies
of the Bank or of the Company by any person or by persons acting as a "group"
(within the meaning of Section 13(d) of the Securities Exchange Act of 1934), or
(iv) during any period of two consecutive years, individuals (the "Continuing
Directors") who at the beginning of such period constitute the Board of
Directors of the Bank or of the Company (the "Existing Board") cease for any
reason to constitute at least two-thirds thereof, provided that any individual
whose election or nomination for election as a member of the Existing Board was
approved by a vote of at least two-thirds of the Continuing Directors then in
office shall be considered a Continuing Director. Notwithstanding the foregoing,
the Company's ownership of the Bank shall not of itself constitute a Change in
Control for purposes of the Agreement. For purposes of this paragraph only, the
term "person" refers to an individual or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.

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         (g) "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (h) "Committee" shall mean both the Stock Option Committee appointed by
the Board in accordance with Paragraph 5(a) hereof, and the Board.

         (i) "Common Stock" shall mean the common stock of the Company.

         (j) "Company" shall mean Westwood Homestead Financial Corporation.

         (k) "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or Director of the Company or an
Affiliate. Continuous Service shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the
Company, in the case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor, or in the case of a Director's
performance of services in an emeritus or advisory capacity.

         (l) "Director" shall mean any member of the Board, and any member of
the board of directors of any Affiliate that the Board has by resolution
designated as being eligible for participation in this Plan.

         (m) "Disability" shall mean a physical or mental condition, which in
the sole and absolute discretion of the Committee, is reasonably expected to be
of indefinite duration and to substantially prevent a Participant from
fulfilling his or her duties or responsibilities to the Company or an Affiliate.

         (n) "Effective Date" shall mean the date specified in Paragraph 14
hereof.

         (o) "Employee" shall mean any person employed by the Company, the Bank,
or an Affiliate.

         (p) "Exercise Price" shall mean the price per Optioned Share at which
an Option or SAR may be exercised.

         (q) "ISO" shall mean an option to purchase Common Stock which meets the
requirements set forth in the Plan, and which is intended to be and is
identified as an "incentive stock option" within the meaning of Section 422 of
the Code.

         (r) "Market Value" shall mean the fair market value of the Common
Stock, as determined under Paragraph 7(b) hereof.

         (s) "Non-Employee Director" shall have the meaning provided in Rule
16b-3.

         (t) "Non-ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan but which is not intended to be and is not
identified as an ISO.


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         (u) "Option" means an ISO and/or a Non-ISO.

         (v) "Optioned Shares" shall mean Shares subject to an Award granted
pursuant to this Plan.

         (w) "Participant" shall mean any person who receives an Award pursuant
to the Plan.

         (x) "Plan" shall mean this Westwood Homestead Financial Corporation
1997 Stock Option and Incentive Plan.

         (y) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.

         (z) "Share" shall mean one share of Common Stock.

         (aa) "SAR" (or "Stock Appreciation Right") means a right to receive the
appreciation in value, or a portion of the appreciation in value, of a specified
number of shares of Common Stock.

         (bb) "Year of Service" shall mean a full twelve-month period, measured
from the date of an Award and each annual anniversary of that date, during which
a Participant has not terminated Continuous Service for any reason.

         3. TERM OF THE PLAN AND AWARDS.

         (a) Term of the Plan. The Plan shall continue in effect for a term of
ten years from the Effective Date, unless sooner terminated pursuant to
Paragraph 16 hereof. No Award shall be granted under the Plan after ten years
from the Effective Date.

         (b) Term of Awards. The term of each Award granted under the Plan shall
be established by the committee, but shall not exceed 10 years; provided,
however, that in the case of an Employee who owns shares representing more than
10% of the outstanding Common Stock at the time an ISO is granted, the term of
such ISO shall not exceed five years.

         4. SHARES SUBJECT TO THE PLAN.

         (a) General Rule. Except as otherwise required under Paragraph 11, the
aggregate number of Shares deliverable pursuant to Awards shall not exceed 10%
of the Shares issued by the Company in connection with the Bank's conversion
from mutual to stock form. Such Shares may either be authorized but unissued
Shares, Shares held in treasury, or Shares held in a grantor trust created by
the Company. If any Awards should expire, become unexercisable, or be forfeited
for any reason without having been exercised, the Optioned Shares shall, unless
the Plan shall have been terminated, be available for the grant of additional
Awards under the Plan.

         (b) Special Rule for SARs. The number of Shares with respect to which
an SAR is granted, but not the number of Shares which the Company delivers or
could deliver to an


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Employee or individual upon exercise of an SAR, shall be charged against the
aggregate number of Shares remaining available under the Plan; provided,
however, that in the case of an SAR granted in conjunction with an Option, under
circumstances in which the exercise of the SAR results in termination of the
Option and vice versa, only the number of Shares subject to the Option shall be
charged against the aggregate number of Shares remaining available under the
Plan. The Shares involved in an Option as to which option rights have terminated
by reason of the exercise of a related SAR, as provided in Paragraph 10 hereof,
shall not be available for the grant of further Options under the Plan.

         5. ADMINISTRATION OF THE PLAN.

         (a) Composition of the Committee. The Plan shall be administered by the
Committee, which shall consist of not less than two (2) members of the Board who
are Non-Employee Directors. Members of the Committee shall serve at the pleasure
of the Board. In the absence at any time of a duly appointed Committee, the Plan
shall be administered by the Board.

         (b) Powers of the Committee. Except as limited by the express
provisions of the Plan or by resolutions adopted by the Board, the Committee
shall have sole and complete authority and discretion (i) to select Participants
and grant Awards, (ii) to determine the form and content of Awards to be issued
in the form of Agreements under the Plan, (iii) to interpret the Plan, (iv) to
prescribe, amend and rescind rules and regulations relating to the Plan, and (v)
to make other determinations necessary or advisable for the administration of
the Plan. The Committee shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to time. A majority
of the entire Committee shall constitute a quorum and the action of a majority
of the members present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee without a meeting, shall be
deemed the action of the Committee.

         (c) Agreement. Each Award shall be evidenced by a written agreement
containing such provisions as may be approved by the Committee. Each such
Agreement shall constitute a binding contract between the Company and the
Participant, and every Participant, upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the Plan and of such Agreement. The terms
of each such Agreement shall be in accordance with the Plan, but each Agreement
may include such additional provisions and restrictions determined by the c
Committee, in its discretion, provided that such additional provisions and
restrictions are not inconsistent with the terms of the Plan. In particular, the
Committee shall set forth in each Agreement (i) the Exercise Price of an Option
or SAR, (ii) the number of Shares subject to the Award, and its expiration date,
(iii) the manner, time, and rate (cumulative or otherwise) of exercise or
vesting of such Award, and (iv) the restrictions, if any, to be placed upon such
Award, or upon Shares which may be issued upon exercise of such Award. The
Chairman of the Committee and such other Directors and officers as shall be
designated by the Committee are hereby authorized to execute Agreements on
behalf of the Company and to cause them to be delivered to the recipients of
Awards.

         (d) Effect of the Committee's Decisions. All decisions, determinations
and interpretations of the Committee shall be final and conclusive on all
persons affected thereby.


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         (e) Indemnification. In addition to such other rights of
indemnification as they may have, the members of the Committee shall be
indemnified by the Company in connection with any claim, action, suit or
proceeding relating to any action taken or failure to act under or in connection
with the Plan or any Award, granted hereunder to the full extent provided for
under the Company's governing instruments with respect to the indemnification of
Directors.

         6. GRANT OF OPTIONS.

         (a) General Rule. Employees and Directors shall be eligible to receive
Awards. In selecting those individuals to whom Awards will be granted and the
number of shares covered by such Awards, the Committee shall consider the
position, duties and responsibilities of the eligible individuals, the value of
their services to the Company and its Affiliates, and any other factors the
Committee may deem relevant. Notwithstanding the foregoing, the Committee shall
automatically make the Awards specified in Sections 6(b) and 9 hereof.

         (b) Automatic Grants to Employees. On the Effective Date, each of the
following Employees shall receive an Option (in the form of an ISO, to the
extent permissible under the Code) to purchase the number of Shares listed
below, at an Exercise Price per Share equal to the Market Value of a Share on
the Effective Date; provided that such grant shall not be made to an Employee
whose Continuous Service terminates on or before the Effective Date:

                                             Percentage of Shares
            Participant                   Reserved under Paragraph 4(a)
            -----------                   -----------------------------

          Michael P. Brennan                         25.0%
          John E. Essen                             3.875%
          Gerald T. Mueller                          4.25%

         With respect to each of the above-named Participants, the Option
granted to the Participant hereunder (i) shall vest in accordance with the
general rule set forth in Paragraph 8(a) of the Plan, (ii) shall have a term of
ten years from the Effective Date, and (iii) shall be subject to the general
rule set forth in Paragraph 8(c) with respect to the effect of a Participant's
termination of Continuous Service on the Participant's right to exercise his
Options.

         (c) Special Rules for ISOs. The aggregate Market Value, as of the date
the Option is granted, of the Shares with respect to which ISOs are exercisable
for the first time by an Employee during any calendar year (under all incentive
stock option plans, as defined in Section 422 of the Code, of the Company or any
present or future Affiliate of the Company) shall not exceed $100,000.
Notwithstanding the foregoing, the Committee may grant Options in excess of the
foregoing limitations, in which case Options granted in excess of such
limitation shall be Non-ISOs.


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         7. EXERCISE PRICE FOR OPTIONS.

         (a) Limits on Committee Discretion. The Exercise Price as to any
particular Option shall not be less than 100% of the Market Value of the
Optioned Shares on the date of grant. In the case of an employee who owns Shares
representing more than 10% of the Company's outstanding Shares of Common Stock
at the time an ISO is granted, the Exercise Price shall not be less than 110% of
the Market Value of the Optioned Shares at the time the ISO is granted.

         (b) Standards for Determining Exercise Price. If the Common Stock is
listed on a national securities exchange (including the NASDAQ National Market
System) on the date in question, then the Market Value per Share shall be the
average of the highest and lowest selling price on such exchange on such date,
or if there were no sales on such date, then the Exercise Price shall be the
mean between the bid and asked price on such date. If the Common Stock is traded
otherwise than on a national securities exchange on the date in question, then
the Market Value per Share shall be the mean between the bid and asked price on
such date, or, if there is no bid and asked price on such date, then on the next
prior business day on which there was a bid and asked price. If no such bid and
asked price is available, then the Market Value per Share shall be its fair
market value as determined by the Committee, in its sole and absolute
discretion.

         8. EXERCISE OF OPTIONS.

         (a) Generally. Unless otherwise provided by the Committee in the
underlying Agreement, each Option shall become exercisable with respect to
twenty percent (20%) of the Optioned Shares upon the date such Option is
granted, and with respect to twenty percent (20%) of the Optioned Shares upon
the Participant's completion of each of four Years of Service after the date of
grant. Notwithstanding the foregoing, an Option shall become fully (100%)
exercisable immediately upon a Change in Control or upon termination of the
Participant's Continuous Service due to the Participant's Disability, death, or
retirement. An Option may not be exercised for a fractional Share.

         (b) Procedure for Exercise. A Participant may exercise Options, subject
to provisions relative to its termination and limitations on its exercise, only
by (1) written notice of intent to exercise the Option with respect to a
specified number of Shares, and (2) payment to the Company (contemporaneously
with delivery of such notice) in cash, in Common Stock, or a combination of cash
and Common Stock, of the amount of the Exercise Price for the number of Shares
with respect to which the Option is then being exercised. Each such notice (and
payment where required) shall be delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the Company at its executive
offices. Common Stock utilized in full or partial payment of the Exercise Price
for Options shall be valued at its Market Value at the date of exercise, and may
consist of Shares subject to the Option being exercised. Upon a Participant's
exercise of an Option, the Company may, if provided by the Committee in the
underlying Agreement, pay to the Participant a cash amount up to but not
exceeding the amount of dividends, if any, declared on the underlying Shares
between the date of grant and the date of exercise of the Option.


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         (c) Period of Exercisability. Except to the extent otherwise provided
in the terms of an Agreement, an Option may be exercised by a Participant only
while he is an Employee and has maintained Continuous Service from the date of
the grant of the Option, or within one year after termination of such Continuous
Service (but not later than the date on which the Option would otherwise
expire), except if the Employee's Continuous Service terminates by reason of -

         (1) "Just Cause" which for purposes hereof shall have the meaning set
             forth in any unexpired employment or severance agreement between
             the Participant and the Bank and/or the Company (and, in the
             absence of any such agreement, shall mean termination because of
             the Employee's personal dishonesty, incompetence, willful
             misconduct, breach of fiduciary duty involving personal profit,
             intentional failure to perform stated duties, willful violation of
             any law, rule or regulation (other than traffic violations or
             similar offenses) or final cease-and-desist order), then the
             Participant's rights to exercise such Option shall expire on the
             date of such termination;

         (2) death, then to the extent that the Participant would have been
             entitled to exercise the Option immediately prior to his death,
             such Option of the deceased Participant may be exercised within two
             years from the date of his death (but not later than the date on
             which the Option would otherwise expire) by the personal
             representatives of his estate or person or persons to whom his
             rights under such Option shall have passed by will or by laws of
             descent and distribution;

         (3) Disability, then to the extent that the Participant would have been
             entitled to exercise the Option immediately prior to his or her
             Disability, such Option may be exercised within one year from the
             date of termination of employment due to Disability, but not later
             than the date on which the Option would otherwise expire.

         (d) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the effective date
thereof, shall be final and conclusive on all persons affected thereby.

         (e) Mandatory Six-Month Holding Period. Notwithstanding any other
provision of this Plan to the contrary, common stock of the Company that is
purchased upon exercise of an Option or SAR may not be sold within the six-month
period following the grant of that Option or SAR, except in the event of the
Participant's death, Disability, or retirement, or upon a Change in Control.

         9. GRANTS OF OPTIONS TO NON-EMPLOYEE DIRECTORS

         (a) Automatic Grants. Notwithstanding any other provisions of this
Plan, each Director who is not an employee but is a Director on the Effective
Date shall receive, on said date, Non-ISOs to purchase a number of Shares equal
to the lesser of five percent (5%) of the number of Shares reserved under
Paragraph 4(a) hereof, and the quotient obtained by dividing -

         (i)  30 percent (30%) of the number of Shares reserved under Paragraph
              4(a) hereof, by


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         (ii) the number of Directors entitled to receive an Option on the
              Effective Date, pursuant to this Paragraph 9(a).

         Such Non-ISOs shall have an Exercise Price per Share equal to the
Market Value of a Share on the date of grant.

         (b) Terms of Exercise. Options received by a Director pursuant to this
Plan (i) shall become exercisable in accordance with paragraph 8(a) of the Plan,
and (ii) may be exercised from time to time by written notice of intent to
exercise the Option with respect to all or a specified number of the Optioned
Shares, and payment to the Company (contemporaneously with the delivery of such
notice), in cash, in Common Stock, or a combination of cash and Common Stock, of
the amount of the Exercise Price for the number of the Optioned Shares with
respect to which the Option is then being exercised. Each such notice and
payment shall be delivered, or mailed by prepaid registered or certified mail,
addressed to the Treasurer of the Company at the Company's executive offices.
Upon a Director's exercise of an Option, the Company may, if provided by the
Committee in the underlying Agreement and the exercise of discretion by the
Committee in that regard is consistent with the Plan's conformity with Rule
16b-3, pay to the Director a cash amount up to but not exceeding the amount of
dividends, if any, declared on the underlying Shares between the date of grant
and the date of exercise of the Option. A Director who exercises Options
pursuant to this Paragraph may satisfy all applicable federal, state and local
income and employment tax withholding obligations, in whole or in part, by
irrevocably electing to have the Company withhold shares of Common Stock, or to
deliver to the Company shares of Common Stock that he already owns, having a
value equal to the amount required to be withheld; provided that to the extent
not inconsistent herewith, such election otherwise complies with those
requirements of Paragraphs 8 and 20 hereof.

         Options granted to a Director shall have a term of ten years; provided
that such Options shall expire one year after the date on which a Director
terminates Continuous Service on the Board for a reason other than death, but in
no event later than the date on which such Options would otherwise expire. In
the event of such Director's death during the term of his directorship, his
Options shall become immediately exercisable, and may be exercised within two
years from the date of his death by the personal representatives of his estate
or person or persons to whom his rights under such Option shall have passed by
will or by laws of descent and distribution, but in no event later than the date
on which such Options would otherwise expire. In the event of such Director's
Disability during his or her directorship, the Director's Option shall become
immediately exercisable, and such Option may be exercised within one year of the
termination of directorship due to Disability, but not later than the date that
the Option would otherwise expire. Unless otherwise inapplicable or inconsistent
with the provisions of this Paragraph, the Options to be granted to Directors
shall be subject to all other provisions of this Plan.

         (c) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the effective date
thereof, shall be final and conclusive on all persons affected thereby.


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         10. SARs (STOCK APPRECIATION RIGHTS)

         (a) Granting of SARs. In its sole discretion, the Committee may from
time to time grant SARs to Participants either in conjunction with, or
independently of, any Options granted under the Plan. An SAR granted in
conjunction with an Option may be an alternative right wherein the exercise of
the Option terminates the SAR to the extent of the number of shares purchased
upon exercise of the Option and, correspondingly, the exercise of the SAR
terminates the Option to the extent of the number of Shares with respect to
which the SAR is exercised. Alternatively, an SAR granted in conjunction with an
Option may be an additional right wherein both the SAR and the Option may be
exercised. An SAR may not be granted in conjunction with an ISO under
circumstances in which the exercise of the SAR affects the right to exercise the
ISO or vice versa, unless the SAR, by its terms, meets all of the following
requirements:

         (1) The SAR will expire no later than the ISO:

         (2) The SAR may be for no more than the difference between the Exercise
             Price of the ISO and the Market Value of the Shares subject to the
             ISO at the time the SAR is exercised;

         (3) The SAR is transferable only when the ISO is transferable, and
             under the same conditions;

         (4) The SAR may be exercised only when the ISO may be exercised; and

         (5) The SAR may be exercised only when the Market Value of the Shares
             subject to the ISO exceeds the Exercise Price of the ISO.

         (b) Exercise Price. The Exercise Price as to any particular SAR shall
not be less than the Market Value of the Optioned Shares on the date of grant.

         (c) Timing of Exercise. The provisions of Paragraph 8(c) regarding the
period of exercisability of Options are incorporated by reference herein, and
shall determine the period of exercisability of SARs.

         (d) Exercise of SARs. An SAR granted hereunder shall be exercisable at
such times and under such conditions as shall be permissible under the terms of
the Plan and of the Agreement granted to a Participant, provided that an SAR may
not be exercised for a fractional Share. Upon exercise of an SAR, the
Participant shall be entitled to receive, without payment to the Company except
for applicable withholding taxes, an amount equal to the excess of (or, in the
discretion of the Committee if provided in the Agreement, a portion of) the then
aggregate Market Value of the number of Optioned Shares with respect to which
the Participant exercises the SAR, over the aggregate Exercise Price of such
number of Optioned Shares. This amount shall be payable by the Company, in the
discretion of the Committee, in cash or in Shares valued at the then Market
Value thereof, or any combination thereof.


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         (e) Procedure for Exercising SARs. To the extent not inconsistent
herewith, the provisions of Paragraph 8(b) as to the procedure for exercising
Options are incorporated by reference, and shall determine the procedure for
exercising SARs.

         11. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.

         (a) Recapitalizations; Stock Splits, Etc. The number and kind of shares
reserved for issuance under the Plan, and the number and kind of shares subject
to outstanding Awards, and the Exercise Price thereof, shall be proportionately
adjusted for any increase, decrease, change or exchange of Shares for a
different number or kind of shares or other securities of the Company which
results from a merger, consolidation, recapitalization, reorganization,
reclassification, stock dividend, split-up, combination of shares, or similar
event in which the number or kind of shares is changed without the receipt or
payment of consideration by the Company.

         (b) Transactions in which the Company is Not the Surviving Entity. In
the event of (i) the liquidation or dissolution of the Company, (ii) a merger or
consolidation in which the Company is not the surviving entity, or (iii) the
sale or disposition of all or substantially all of the Company's assets (any of
the foregoing to be referred to herein as a "Transaction"), all outstanding
Awards, together with the Exercise Prices thereof, shall be equitably adjusted
for any change or exchange of Shares for a different number or kind of shares or
other securities which results from the Transaction.

         (c) Special Rule for ISOs. Any adjustment made pursuant to
subparagraphs (a) or (b)(1) hereof shall be made in such a manner as not to
constitute a modification, within the meaning of Section 424(h) of the Code, of
outstanding ISOs.

         (d) Conditions and Restrictions on New, Additional, or Different Shares
or Securities. If, by reason of any adjustment made pursuant to this Paragraph,
a Participant becomes entitled to new, additional, or different shares of stock
or securities, such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and restrictions which were
applicable to the Shares pursuant to the Award before the adjustment was made.

         (e) Other Issuances. Except as expressly provided in this Paragraph,
the issuance by the Company or an Affiliate of shares of stock of any class, or
of securities convertible into Shares or stock of another class, for cash or
property or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect, and no adjustment
shall be made with respect to, the number, class, or Exercise Price of Shares
then subject to Awards or reserved for issuance under the Plan.

         (f) Certain Special Dividends. The Exercise Price of shares subject to
outstanding Awards shall be proportionately adjusted upon the payment of a
special large and nonrecurring dividend that has the effect of a return of
capital to the stockholders, except that this subparagraph (f) shall not apply
to any dividend which is paid to the Participant pursuant to Paragraph 8(b) or
9(b) hereof.


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         12. CHANGE OF CONTROL.

         The terms of any Award which provide for its exercise or vesting in
installments shall immediately and permanently lapse on the date of a Change in
Control. Consequently, all Options and SARs shall become immediately exercisable
and fully vested on the date of the Change in Control. At the time of a Change
in Control, the Participant shall, at the discretion of the Committee, be
entitled to receive cash in an amount equal to the excess of the Market Value of
the Common Stock subject to such Option over the Exercise Price of such Shares,
in exchange for the cancellation of such Options or SARs by the Participant.

         13. NON-TRANSFERABILITY OF AWARDS.

         Awards may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution. Notwithstanding the foregoing, or any other provision of this
Plan, a Participant who holds Awards may transfer such Awards to his or her
spouse, lineal ascendants, lineal descendants, or to a duly established trust
for the benefit of one or more of these individuals. Awards so transferred may
thereafter be transferred only to the Participant who originally received the
grant or to an individual or trust to whom the Participant could have initially
transferred the Awards pursuant to this Paragraph 13. Awards which are
transferred pursuant to this Paragraph 13 shall be exercisable by the transferee
according to the same terms and conditions as applied to the Participant.

         14. TIME OF GRANTING AWARDS.

         The date of grant of an Award shall, for all purposes, be the later of
the date on which the Committee makes the determination of granting such Award,
and the Effective Date. Notice of the determination shall be given to each
Participant to whom an Award is so granted within a reasonable time after the
date of such grant.

         15. EFFECTIVE DATE.

         The Plan shall become effective immediately upon its approval by a
favorable vote of stockholders owning at least a majority of the total votes
eligible to be cast at a duly called meeting of the Company's stockholders held
in accordance with applicable laws, provided that the Plan shall not be
submitted for such approval within the six-month period after the Bank completes
its mutual-to-stock conversion. No Awards may be made prior to approval of the
Plan by the stockholders of the Company.

         16. MODIFICATION OF AWARDS.

         At any time, and from time to time, the Board may authorize the
Committee to direct execution of an instrument providing for the modification of
any outstanding Award, provided no such modification shall confer on the holder
of said Award any right or benefit which could not be conferred on him by the
grant of a new Award at such time, or impair the Award without the consent of
the holder of the Award.


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         17. AMENDMENT AND TERMINATION OF THE PLAN.

         The Board may from time to time amend the terms of the Plan and, with
respect to any Shares at the time not subject to Awards, suspend or terminate
the Plan. No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.

         18. CONDITIONS UPON ISSUANCE OF SHARES.

         (a) Compliance with Securities Laws. Shares of Common Stock shall not
be issued with respect to any Award unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Shares may then be listed.

         (b) Special Circumstances. The inability of the Company to obtain
approval from any regulatory body or authority deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Shares hereunder shall
relieve the Company of any liability in respect of the non-issuance or sale of
such Shares. As a condition to the exercise of an Option or SAR, the Company may
require the person exercising the Option or SAR to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of federal or state securities law.

         (c) Committee Discretion. The Committee shall have the discretionary
authority to impose in Agreements such restrictions on Shares as it may deem
appropriate or desirable, including but not limited to the authority to impose a
right of first refusal or to establish repurchase or both of these restrictions.

         19. RESERVATION OF SHARES.

         The Company, during the term of the Plan, will reserve and keep
available a number of Shares sufficient to satisfy the requirements of the Plan.

         20. WITHHOLDING TAX.

         The Company's obligation to deliver Shares upon exercise of Options
and/or SARs shall be subject to the Participant's satisfaction of all applicable
federal, state and local income and employment tax withholding obligations. The
Committee, in its discretion, may permit the Participant to satisfy the
obligation, in whole or in part, by irrevocably electing to have the Company
withholding Shares, or to deliver to the Company Shares that he already owns,
having a value equal to the amount required to be withheld. The value of the
Shares to be withheld, or delivered to the Company, shall be based on the Market
Value of the Shares on the date the amount of tax to be withheld is to be
determined. As an alternative, the Company may retain, or sell without notice, a
number of such Shares sufficient to cover the amount required to be withheld.


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<PAGE>   13

         21. NO EMPLOYMENT OR OTHER RIGHTS.

         In no event shall an Employee's or Director's eligibility to
participate or participation in the Plan create or be deemed to create any legal
or equitable right of the Employee, Director, or any other party to continue
service with the Company, the Bank, or any Affiliate of such corporations.
Except to the extent provided in Paragraphs 6(b) and 9(a), no Employee or
Director shall have a right to be granted an Award or, having received an Award,
the right to again be granted an Award. However, an Employee or Director who has
been granted an Award may, if otherwise eligible, be granted an additional Award
or Awards.

         22. GOVERNING LAW.

         The Plan shall be governed by and construed in accordance with the laws
of the State of Ohio, except to the extent that federal law shall be deemed to
apply.






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