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                                                                    EXHIBIT 10.2
                      FRANKLIN SAVINGS AND LOAN ASSOCIATION
                           DIRECTORS STOCK OPTION PLAN

1. PURPOSE

The Directors' Stock Option Plan (the "Plan") is designed to provide Directors
with a one time opportunity to acquire a proprietary interest in Franklin
Savings and Loan Association (the "Association"), and thus to increase their
share in the future success of the Association's business. Accordingly, the Plan
is intended as a further means of promoting a closer identity of interests
between the interests of Directors and stockholders. Since the Directors make
important contributions to the success of the Association, the directors believe
that the grant of Options under the Plan will be in the Association's interest.

2. DEFINITIONS

Unless the context clearly indicates otherwise, the following terms when used in
the Plan, shall have the meaning set forth in this Section 2.

(a) "Beneficiary" means the person or persons designated in writing by the
Grantee or, in the absence of such a designation or if the designated person
or persons predecease the Grantee, the Grantee's Beneficiary shall be the person
or persons who acquire the right to exercise the Option by bequest or
inheritance. In order to be effective, a Grantee's designation of a Beneficiary
must be on file with the Committee before the Grantee's death. Any such
designation may be revoked and a new designation substituted therefor at any
time before the Grantee's death.

(b) "Board of Directors" or "Board" means the Board of Directors of the
Association at any given point in time.

(c) "Code" means the Internal Revenue Code of 1954, as amended from time to
time.

(d) "Committee" means a committee selected by the Board of Directors. Unless
otherwise determined by the Board of Directors, the Executive Committee of the
Board shall be the Committee.

(e) "Disability" means a physical or mental condition of a Grantee resulting
from a bodily injury, disease, or mental disorder which renders him incapable of
continuing his usual and customary duties with the Association. The disability
of a Grantee shall be determined by a licensed physician chosen by the Committee
and shall be applied uniformly to all Grantees.

(f) "Grantee" means a person to whom an Option has been granted under the Plan.

(g) "Option" means an option to purchase a share or shares of the Association's
common stock.

(h) "Option Agreement" means the written agreement to be entered into by the
Association and the Grantee, as provided in Section 7 hereof.

(i) "Shares" means common shares of the Association, par value $8.00 per share.

(j) Whenever used herein, unless the context indicates otherwise, words in the
masculine form shall be deemed to refer to females as well as to males.


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3. EFFECTIVE DATE OF PLAN

The Plan shall become effective when adopted by the Board of Directors;
provided, however, that if the Plan is not approved by the holders of a majority
of the outstanding Shares prior to the first anniversary date of its adoption by
the Board, the Plan and all Options granted under the Plan prior to such
anniversary shall be null and void and shall be of no effect.

4. NUMBER AND SOURCES OF SHARES SUBJECT TO THE PLAN

(a) The Association may grant Options under the Plan for not more than 30,000
Shares (subject, however, to adjustment as provided in Section 13 and 14 hereof)
which shall be provided from Shares in the treasury or by the issuance of Shares
authorized but unissued.

(b) In the event that an Option shall for any reason lapse, be terminated or
forfeited without being exercised in whole or in part, for any reason, the
Shares subject to the Option shall be restored to the total number of Shares
with respect to which Options and Rights may be granted under the Plan, but only
to the extent that the Option has not previously been exercised.

5. ADMINISTRATION OF THE PLAN

(a) The Plan shall be administered by the Committee.

(b) The Committee shall adopt such rules of procedure as it may deem proper;
provided, however, that it may take action upon the agreement of a majority of
its members then in office. Any action that the Committee may take through a
written instrument signed by a majority of its members then in office shall be
as effective as though taken at a meeting duly called and held.

(c) The powers of the Committee shall include plenary authority to interpret the
Plan, and, subject to the provisions hereof, the Committee may determine (1) the
persons to whom Options shall be granted, or (2) the term of each Option, (3)
the date on which each Option shall be granted (provided, however, that the
Committee shall grant the maximum number of shares for which a person is
eligible on the date the Committee first determines to grant such options), and
(4) the provisions of each Option Agreement.

6. DIRECTORS ELIGIBLE TO RECEIVE OPTIONS

Options shall be granted under the Plan to all current non-employee Directors.
All determinations by the Committee as to the identity of the persons to whom
Options shall be granted hereunder shall be conclusive.

7. OPTION AGREEMENT

(a) No Option shall be exercised by a Grantee unless he shall have executed and
delivered an option agreement.

(b) Appropriate officers of the Association are hereby authorized to execute and
deliver Option Agreements in the name of the Association as directed from time
to time by the Committee.

8. OPTION PRICE

The Option Price to be paid by the Grantee to the Association for each Share
purchased upon the exercise of the Option shall be equal to the fair market
value of the Share on the date the Option is granted. The fair market value of a
Share shall be determined by the Committee and shall be equal to the average of
the reported bid and asked prices for a share on the NASDAQ-NMS, as reported by
such source as the Committee shall select. In no


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event may an Option be granted under the Plan if the Option Price per Share is
less than the par value of a Share.

9. TERMS AND CONDITIONS

(a) Each non-employee Director shall be granted an Option for an aggregate 2,500
Shares upon approval of the Plan.

(b) The Shares shall become exercisable at the rate of 500 shares per year;
provided, however, that the first 500 Shares shall become exercisable
immediately after grant and each additional 500 shares shall be exercisable upon
each of the next four anniversary dates thereafter only in the event that the
Grantee shall have attended, during the immediately preceding fiscal year, a
minimum of 75% of all regular Board of Director meetings and regular Committee
meetings of which he is a member. Shares which do not become exercisable because
of the failure to attend the minimum number of meetings shall be forfeited.

(c) Options shall be exercisable by delivering or mailing to the Committee:

(1) a notice, in the form and in the manner prescribed by the Committee,
specifying the number of Shares to be purchased, and

(2) payment in full of the Option Price for the Shares by money order, cashier's
check, or certified check, and/or by the tender of Shares to the Association;
provided that Shares tendered in exchange for Shares issued under the Plan must
be held by the Grantee for at least one year prior to their tender to the
Association; and provided further, that the Committee shall determine
acceptable methods for tendering Shares to exercise an Option under the Plan,
and may impose such limitations and prohibitions on the use of Shares to
exercise an Option as it deems appropriate. The Committee shall determine the
fair market value of any Shares used to exercise an Option.

10. CONDITIONS ON EXERCISE

(a) The exercise of each Option granted under the Plan shall be subject to the
condition that if at any time the Association shall determine in its discretion
that the satisfaction of withholding tax or other withholding liabilities, or
that the listing, registration or qualification of any Shares otherwise
deliverable upon such exercise upon any securities exchange or under any state
or federal law, or the consent or approval of any regulatory body, is necessary
or desirable as a condition of, or in connection with, such exercise or the
delivery or purchase of Shares thereunder, then in any such event such
exercise shall not be effective unless such withholding, listing, registration,
qualification, consent or approval shall have been effected or obtained free
of any conditions not acceptable to the Association. Any such postponement
shall not extend the time within which the Option may be exercised; and neither
the Association nor its directors or officers shall have any obligations or
liability to the Grantee or to a Beneficiary with respect to any Shares as to
which the Option shall lapse because of such postponement.

(b) All Options granted under the Plan shall be nontransferable other than by
will or by the laws of descent and distribution in accordance with Section
11(a) hereof, and an Option may be exercised during the lifetime of the Grantee
only by him.

(c) Upon the purchase of Shares under an Option, the stock certificate or
certificates may, at the request of the Grantee or his Beneficiary, be issued
in his name and the name of another person as joint tenants with right of
survivorship.


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11. EXERCISE OF OPTIONS AFTER DEATH, DISABILITY OR OTHER TERMINATION

(a) Death or Disability. If a Grantee's position as a Director with the
Association shall cease due to the Grantee's death or disability, any Option
exercisable by the Grantee on the date of his death or disability may be
exercised only within thirty-six months after the Grantee's death or disability,
and, only by Grantee's Beneficiary in the case of death. In no event shall the
Option be exercisable after the expiration date thereof specified in the
Option Agreement.

(b) Termination for Other Reasons. Upon termination of a Grantee's position as a
Director for a any reason other than as set forth in 11(a), the Grantee's
outstanding Options which are not yet exercisable pursuant to Section 9(b)
shall be immediately cancelled; provided, that any Shares which have become
exercisable at the date of termination shall remain exercisable for a period of
three (3) months after such date, or such longer period as determined in the
discretion of the Committee.

12. STOCKHOLDER RIGHTS

No person shall have any rights of a stockholder by virtue of an Option except
with respect to Shares actually issued to him, and the issuance of Shares shall
confer no retroactive right to dividends.

13. ADJUSTMENT FOR CHANGES IN CAPITALIZATION

In the event that there is any change in the Shares through merger,
consolidation, reorganization, recapitalization or otherwise, or if there shall
be any dividend on the Association's Shares, payable in such Shares, or if there
shall be a stock split or a combination of Shares, the aggregate number of
Shares available for Options, the number of Shares subject to outstanding
Options, and the Option Price per Share of each outstanding Option shall be
proportionately adjusted by the Board of Directors as it deems equitable in its
absolute discretion, to prevent dilution or enlargement of the rights of the
Grantees; provided, that any fractional Shares resulting from such adjustments
shall be eliminated. The Board's determination with respect to any such
adjustments shall be conclusive.

14. EFFECT OF MERGER OR OTHER REORGANIZATION

If the Association shall be the surviving corporation in a merger or other
reorganization, Options in shall extend to stock and securities of the Company
to the same extent that a holder of that number of Shares immediately
before the merger or consolidation corresponding to the number of Shares,
covered by the Option would be entitled to have or obtain stock and securities
of the Association under the terms of the merger or consolidation. If the
Association dissolves, sells substantially all of its assets, is acquired
in a stock for stock or securities exchange, or is a party to a merger or other
reorganization in which it is not the surviving corporation, then all 2,500
shares per grantee granted under Section 9(a) shall be exercisable in full
within the period of sixty (60) days commencing upon the later of the date the
action of the shareholders (or of the Board if shareholders' action is not
required) or the date governmental approval, if required, is taken to approve
the transaction, and upon the expiration of that period all Options and rights
thereto shall automatically terminate.

15. TERMINATION, SUSPENSION OR MODIFICATION OF PLAN

The Board of Directors may at any time terminate, suspend or modify the Plan,
except that the Board of Directors shall not, without the authorization of the
holders of a majority of the Association's outstanding Shares at a shareholders'
meeting duly called and held, change (other than through adjustment for changes
in capitalization as provided in Section 13 or 14 hereof): (a) the aggregate
number of Shares with respect to which Options may be granted; (b) the Option
Price; or (c) the maximum duration of the Plan. No termination, suspension or
modification of the Plan shall adversely affect any right acquired by any
Grantee, or by any


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Beneficiary, under the terms of an Option granted before the date of such
termination, suspension or modification, unless such Grantee or Beneficiary
shall consent; but it shall be conclusively presumed that any adjustment for
changes in capitalization in accordance with Section 13 or 14 hereof does not
adversely affect any such right. The Board of Directors may modify the Plan to
conform with or take advantage of the provisions of the Tax Reform Act of 1986.

16. APPLICATION OF PROCEEDS

The proceeds received by the Association from the sale of Shares under the Plan
shall be used for general corporate purposes.

17. DURATION OF THE PLAN

Unless sooner terminated in accordance with Section 15 hereof, the Plan shall
remain in effect for a period of ten (10) years from the date of its adoption by
the Board of Directors.

18. GENERAL PROVISIONS

The grant of an Option in any year shall not give the Grantee any right to
similar grants in future years or any right to be retained in the employ of the
Association.

19. GOVERNING LAW

This Plan shall be construed and its provisions enforced and administered in
accordance with the laws of Michigan except to the extent that such laws may be
superseded by any federal law.

20. INDEMNIFICATION OF COMMITTEE

In addition to such other rights of indemnification as they may have as
Directors, the members of the Committee shall be indemnified by the Association
against the reasonable expenses, including attorney's fees, actually and
reasonably incurred in connection with the defense of any action taken or
failure to act under or in connection with the Plan or any Option granted
hereunder, and against all amounts reasonably paid by them in settlement thereof
or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, if such members acted in good faith and in a manner which they
believed to be in, and not opposed to, the best interests of the Association.







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