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                            HERITAGE BANCORP, INC.


                                 Exhibit 10(a)
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                            HERITAGE NATIONAL BANK
                                INCENTIVE PLAN

Introduction

A vital component of Heritage National Bank's success is the ability of the
employees to meet and achieve performance objectives consistent with the
strategic objectives of the Corporation and the best interests of the
stockholders. The ability to grow the company in a profitable manner is critical
to the Corporation's future success.

This Incentive Plan has been developed as a meaningful compensation tool to
encourage and balance both growth and profit, therefore maximizing long term
stockholder value.


Plan Year

The plan year for this program will be the calendar year. The effective date of
the plan is January 1, 1997. The key performance indicators for the plan will be
established annually.


Participation

Participation in the plan will be determined at the beginning of each plan year
by the CEO, Executive Management Team and approved by the Personnel Committee of
the Board of Directors. Currently participation in the plan is defined as all
active employees in a position classified as either full-time or part-time.

New employees, if hired on or before December 15, will be eligible for
participation the year of hire. Incentives will be pro-rated for the portion of
the year in which participation occurs.

A participant's eligibility will cease at termination of employment, therefore
awards will not be paid under the plan for the year of termination. Termination
as a result of retirement, death or disability will provide pro-rated awards
through the last working date of the year in which this event occurred.


Performance Factors

The plan is based upon pre-defined, weighted goals (Key Performance Indicators)
set at the beginning of each calendar year. Goals/indicators will be set in
areas of growth, profit, quality and productivity. Some examples could include:
loan volume, deposit growth, non-performing loans, etc. Each goal/indicator will
consist of a quantifiable objective starting at a baseline and showing graduated
improvement to a best-case goal. A weighted value is calculated for each goal
which determines the level of importance that each indicator carries. (Total
weighting will equal 100%).

Award Calculation and Distribution

Awards are calculated according to year end results of the key performance
indicators. Company performance below "baseline", in any indicator, results in a
negative consequence to the award pool. Company performance below "baseline", in
all key performance indicators, will result in no award for that year.

**Employees will not be eligible for an award payout in the event that they are
on disciplinary probation at the time awards are paid or have received a "Does
not meet standards" rating on their latest performance appraisal.

All awards are paid in cash less normal payroll tax withholding. Payments will
be within 60 days after year end.

There is no deferral or vesting feature of awards under this plan.



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                            HERITAGE BANCORP, INC.


Additional Discretionary Bonus: A discretionary portion of the bonus pool will
be identified at the beginning of each year by Executive Management. These funds
are available to use to reward employees who have displayed "exceptional"
performance. The discretionary bonus will be in addition to the normal
incentive. Payment of the discretionary bonus will require a written request by
the appropriate supervisor to the Human Resources Department and will be subject
to the approval of Executive Management.

Administration

The Board of Directors of the Bank may modify, alter, amend or terminate this
plan at any time.

Once established, key performance indicators will remain in place for the year,
unless a major event or unforeseen circumstance, i.e. a merger, dictates
otherwise.

Participation, key performance indicators, targets and any other participation
features are established each plan year and may change from year to year.

The plan does not constitute a contract of employment, and participation in the
plan does not give any employee the right to be retained in the service of the
Bank or any right or claim to an award under the plan unless specifically
accrued under the terms of the plan.

Any right of a participant or his/her beneficiary to the payment of an award
under this plan may not be assigned, transferred, pledged or encumbered.

Any adjustment to the financial performance results utilized in this plan
because of extraordinary gains or losses or other items must be approved by the
Personnel Committee. Investment gains or losses from the Bank's investment
portfolio are excluded from the incentive plan.

Plan Approval

This plan has been approved by the Personnel Committee of the Board of Directors
and the Board of Directors of Heritage Bancorp, Inc. on September 17, 1996.



By: /s/ Allen E. Kiefer                        By: /s/ Mary Jo Wright
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    Allen E. Kiefer                                Mary Jo Wright
    President                                      Assistant Vice President
    Chief Executive Officer                        Director of Human Resources


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