EXHIBIT A

                           FIRST COLONIAL GROUP, INC.

                        1996 EMPLOYEE STOCK OPTION PLAN


     1. Purpose of Plan

     The  purpose of the 1996  Employee  Stock  Option  Plan (the  "Plan") is to
provide  additional  incentive  to  officers  and other key  employees  of First
Colonial  Group,  Inc.  (the  "Company")  and each  present or future  parent or
subsidiary  corporation by encouraging them to invest in shares of the Company's
common  stock,  $5.00  par  value  ("Common  Stock"),   and  thereby  acquire  a
proprietary  interest in the Company and an increased  personal  interest in the
Company's  continued  success and progress,  to the mutual  benefit of officers,
employees and shareholders.

     2. Aggregate Number of Shares

     250,000 shares of the Company's  Common Stock shall be the aggregate number
of shares which may be issued under this Plan. Notwithstanding the foregoing, in
the event of any change in the  outstanding  shares of the  Common  Stock of the
Company  by reason of a stock  dividend,  stock  split,  combination  of shares,
recapitalization,  merger,  consolidation,  transfer of assets,  reorganization,
conversion or what the Compensation  Committee  (defined in Section 4(a)), deems
in its sole  discretion to be similar  circumstances,  the aggregate  number and
kind of shares  which  may be issued  under  this  Plan  shall be  appropriately
adjusted  in a manner  determined  in the sole  discretion  of the  Compensation
Committee.  Reacquired shares of the Company's Common Stock, as well as unissued
shares,  may be used for the purpose of this Plan.  Common  Stock of the Company
subject to  options  which have  terminated  unexercised,  either in whole or in
part, shall be available for future options granted under this Plan.

     3. Class of Persons Eligible to Receive Options; Limitations

     All officers and key  employees of the Company and of any present or future
parent or  subsidiary  corporation  of the  Company  are  eligible to receive an
option or options under this Plan. The individuals  who shall, in fact,  receive
an option or options  shall be selected by the  Compensation  Committee,  in its
sole discretion,  except as otherwise specified in Section 4 hereof.  During the
term of this Plan,  no optionee  under this Plan shall be entitled to be granted
options to purchase shares of the Company's  Common Stock in excess of the total
number of shares set forth in Section 2 of this Plan (as  adjusted  pursuant  to
Section 2).
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     4. Administration of Plan

     (a)  This  Plan  shall  be  administered  by  the  Compensation   Committee
("Committee") appointed by the Company's Board of Directors. The Committee shall
consist  of a minimum  of two and a  maximum  of seven  members  of the Board of
Directors,  each of whom shall be a "disinterested person" within the meaning of
Rule  16b-3(c)(2)(i)  under the Securities  Exchange Act of 1934, as amended, or
any future  corresponding  rule. The Committee  shall,  in addition to its other
authority  and  subject  to  the  provisions  of  this  Plan,   determine  which
individuals  shall in fact be granted an option or  options,  whether the option
shall be an  Incentive  Stock  Option or a  Non-Qualified  Stock Option (as such
terms are defined in Section  5(a)),  the number of shares to be subject to each
of the  options,  the time or times at which the options  shall be granted,  the
rate of option  exercisability,  and, subject to Section 5 hereof,  the price at
which each of the options is exercisable and the duration of the option.

     (b) The  Committee  shall adopt such rules for the conduct of its  business
and  administration  of this Plan as it considers  desirable.  A majority of the
members of the Committee shall constitute a quorum for all purposes. The vote or
written  consent of a majority of the members of the  Committee  on a particular
matter shall  constitute the act of the Committee on such matter.  The Committee
shall have the right to construe the Plan and the options issued pursuant to it,
to correct defects and omissions and to reconcile  inconsistencies to the extent
necessary to effectuate the Plan and the options issued pursuant to it, and such
action shall be final,  binding and conclusive  upon all parties  concerned.  No
member of the Committee or the Board of Directors shall be liable for any act or
omission  (whether or not negligent)  taken or omitted in good faith, or for the
exercise of an authority or discretion  granted in connection with the Plan to a
Committee or the Board of  Directors,  or for the acts or omissions of any other
members of a  Committee  or the Board of  Directors.  Subject  to the  numerical
limitations on Committee  membership set forth in Section 4(a) hereof, the Board
of Directors may at any time appoint additional members of the Committee and may
at any time remove any member of the Committee with or without cause.  Vacancies
in the Committee, however caused, may be filled by the Board of Directors, if it
so desires.

     5. Incentive Stock Options and Non-Qualified Stock Options

     (a)  Options  issued  pursuant to this Plan may be either  Incentive  Stock
Options granted pursuant to Section 5(b) hereof or  Non-Qualified  Stock Options
granted  pursuant to Section 5(c) hereof,  as  determined by the  Committee.  An
"Incentive Stock Option" is an option which satisfies all of the requirements of

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Section 422 of the Internal  Revenue Code of 1986,  as amended (the "Code")
and the regulations thereunder,  and a "Non-Qualified Stock Option" is an option
which  either  does not satisfy  all of those  requirements  or the terms of the
option  provide that it will not be treated as an Incentive  Stock  Option.  The
Committee  may grant both an Incentive  Stock Option and a  Non-Qualified  Stock
Option to the same  person,  or more than one of each type of option to the same
person.  The option price for  Incentive  Stock  Options  issued under this Plan
shall be equal at least to the fair  market  value  (as  defined  below)  of the
Company's Common Stock on the date of the grant of the option.  The option price
for  Non-Qualified  Stock  Options  issued  under  this  Plan  may,  in the sole
discretion of the Compensation  Committee, be less than the fair market value of
the  Company's  Common  Stock on the date of the grant of the  option.  The fair
market value of the Company's Common Stock on any particular date shall mean the
last reported  sale price of a share of the Company's  Common Stock on any stock
exchange on which such stock is then  listed or  admitted to trading,  or on the
NASDAQ National  Market System or Small Cap NASDAQ,  on such date, or if no sale
took place on such day, the last such date on which a sale took place, or if the
Common Stock is not then quoted on the NASDAQ  National  Market  System or Small
Cap NASDAQ, or listed or admitted to trading on any stock exchange,  the average
of the bid and asked prices in the  over-the-counter  market on such date, or if
none of the foregoing, a price determined by the Committee.

     (b) Subject to the  authority  of the  Committee  set forth in Section 4(a)
hereof,  Incentive  Stock Options  issued  pursuant to this Plan shall be issued
substantially  in the form set forth in Appendix I hereof,  which form is hereby
incorporated   by  reference   and  made  a  part  hereof,   and  shall  contain
substantially  the  terms and  conditions  set forth  therein.  Incentive  Stock
Options shall not be exercisable after the expiration of ten years from the date
such  options are  granted,  unless  terminated  earlier  under the terms of the
option.  At the time of the grant of an Incentive  Stock Option  hereunder,  the
Committee  may, in its  discretion,  amend or supplement any of the option terms
contained in Appendix I for any particular optionee, provided that the option as
amended or  supplemented  satisfies the  requirements of Section 422 of the Code
and the regulations  thereunder.  Each of the options  granted  pursuant to this
Section 5(b) is intended, if possible, to be an "Incentive Stock Option" as that
term is defined in Section 422 of the Code and the  regulations  thereunder.  In
the event this Plan or any option  granted  pursuant to this  Section 5(b) is in
any way inconsistent  with the applicable legal  requirements of the Code or the
regulations  thereunder for an Incentive Stock Option, this Plan and such option
shall be deemed  automatically  amended as of the date hereof to conform to such
legal requirements, if such conformity may be achieved by amendment.

     (c) Subject to the  authority  of the  Committee  set forth in Section 4(a)
hereof, Non-Qualified Stock Options issued pursuant to this Plan shall be issued

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substantially  in the form set forth in Appendix  II hereof,  which form is
hereby  incorporated  by  reference  and made a part hereof,  and shall  contain
substantially  the terms and conditions set forth therein.  Non-Qualified  Stock
Options  shall  expire  ten years and 30 days  after the date they are  granted,
unless  terminated  earlier  under the option  terms.  At the time of granting a
Non-Qualified  Stock Option  hereunder,  the Committee  may, in its  discretion,
amend or  supplement  any of the option  terms  contained in Appendix II for any
particular optionee.

     (d)  Neither  the  Company  nor  any  of  its  current  or  future  parent,
subsidiaries or affiliates, nor their officers, directors,  shareholders,  stock
option plan  committees,  employees  or agents  shall have any  liability to any
optionee in the event (i) an option granted pursuant to Section 5(b) hereof does
not qualify as an  "Incentive  Stock Option" as that term is used in Section 422
of the Code and the  regulations  thereunder;  (ii) any optionee does not obtain
the tax treatment  pertaining to an Incentive Stock Option;  or (iii) any option
granted pursuant to Section 5(c) hereof is an "Incentive Stock Option."

     6. Amendment, Supplement, Suspension and Termination

     Options shall not be granted  pursuant to this Plan after the expiration of
ten years  from the date the Plan is adopted  by the Board of  Directors  of the
Company. The Board of Directors reserves the right at any time, and from time to
time,  to amend or  supplement  this Plan in any way, or to suspend or terminate
it,  effective  as of such date,  which  date may be either  before or after the
taking of such action, as may be specified by the Board of Directors;  provided,
however,  that such action shall not affect options granted under the Plan prior
to the actual date on which such action  occurred.  If a amendment or supplement
of this  Plan  is  required  by the  Code or the  regulations  thereunder  to be
approved by the  shareholders  of the Company in order to permit the granting of
"Incentive  Stock  Options"  (as that term is defined in Section 422 of the Code
and regulations  thereunder)  pursuant to the amended or supplemented Plan, such
amendment  or  supplement  shall also be  approved  by the  shareholders  of the
Company  in such  manner  as is  prescribed  by the  Code  and  the  regulations
thereunder.  If the Board of Directors voluntarily submits a proposed amendment,
supplement,  suspension or termination for shareholder approval, such submission
shall  not  require  any  future   amendments,   supplements,   suspensions   or
terminations  (whether or not relating to the same provision or subject  matter)
to be similarly submitted for shareholder approval.

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     7. Effectiveness of Plan

     This  Plan  shall  become  effective  on the  date of its  adoption  by the
Company's Board of Directors,  subject however to approval by the holders of the
Company's  Common  Stock  in the  manner  as  prescribed  in the  Code  and  the
regulations  thereunder.  Options  may be  granted  under  this  Plan  prior  to
obtaining shareholder  approval,  provided such options shall not be exercisable
until shareholder approval is obtained.

     8. General Conditions

     (a) Nothing  contained in this Plan or any option granted  pursuant to this
Plan shall  confer upon any  employee the right to continue in the employ of the
Company or any affiliated or subsidiary corporation or interfere in any way with
the  rights of the  Company  or any  affiliated  or  subsidiary  corporation  to
terminate his employment in any way.

     (b)  Corporate  action  constituting  an  offer  of  stock  for sale to any
employee under the terms of the options to be granted  hereunder shall be deemed
complete as of the date when the Committee authorizes the grant of the option to
the  employee,  regardless  of when the  option  is  actually  delivered  to the
employee or acknowledged or agreed to by him.

     (c) The terms "parent  corporation"  and  "subsidiary  corporation" as used
throughout  this Plan,  and the options  granted  pursuant  to this Plan,  shall
(except as  otherwise  provided  in the option  form) have the  meaning  that is
ascribed  to that  term when  contained  in  Section  422(b) of the Code and the
regulations  thereunder,  and the  Company  shall be  deemed  to be the  grantor
corporation for purposes of applying such meaning.

     (d)  References  in this Plan to the Code  shall be deemed to also refer to
the corresponding provisions of any future United States revenue law.

     (e) The use of the  masculine  pronoun  shall  include the feminine  gender
whenever appropriate.

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                                   APPENDIX I

                             INCENTIVE STOCK OPTION

To:____________________________________________________________________________
_______________________________________________________________________________
                                      Name

_______________________________________________________________________________
_______________________________________________________________________________
                                    Address

Date of Grant:_________________________________________________________________

     You are hereby  granted  an option,  effective  as of the date  hereof,  to
purchase __________ shares of common stock, $5.00 par value ("Common Stock"), of
First  Colonial  Group,  Inc.  (the  "Company")  at a price of $_____  per share
pursuant to the Company's 1996 Employee Stock Option Plan (the "Plan").

     Your option may first be  exercised  on and after one year from the date of
grant,  but not before  that time.  On and after one year and prior to two years
from the date of grant,  your option may be exercised for up to 25% of the total
number of shares  subject  to the option  minus the number of shares  previously
purchased  by  exercise  of the  option  (as  adjusted  for  any  change  in the
outstanding  shares  of the  Common  Stock of the  Company  by reason of a stock
dividend,  stock  split,  combination  of  shares,   recapitalization,   merger,
consolidation,  transfer  of  assets,  reorganization,  conversion  or what  the
Committee  deems in its  sole  discretion  to be  similar  circumstances).  Each
succeeding year thereafter, your option may be exercised for up to an additional
25% of the total  number of shares  subject  to the  option  minus the number of
shares  previously  purchased  by  exercise of the option (as  adjusted  for any
change in the outstanding shares of the Common Stock of the Company by reason of
a stock dividend, stock split, combination of shares, recapitalization,  merger,
consolidation,  transfer  of  assets,  reorganization,  conversion  or what  the
Committee deems in its sole discretion to be similar circumstances).  Thus, this
option is fully  exercisable  on and after four  years  after the date of grant,
except if terminated  earlier as provided herein.  No fractional shares shall be
issued or delivered.  This option shall terminate and is not  exercisable  after
ten years from the date of its grant (the "Scheduled  Termination Date"), except
if terminated earlier as hereafter provided.

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     In the  event of a  "change  of  control"  (as  hereafter  defined)  of the
Company,  your option may, from and after the date of the change of control, and
notwithstanding  the  foregoing  paragraph,  be exercised  for up to 100% of the
total  number of shares  then  subject to the option  minus the number of shares
previously  purchased upon exercise of the option (as adjusted for any change in
the  outstanding  shares of the Common Stock of the Company by reason of a stock
dividend,  stock  split,  combination  of  shares,   recapitalization,   merger,
consolidation,  transfer  of  assets,  reorganization,  conversion  or what  the
Compensation   Committee   deems  in  its   sole   discretion   to  be   similar
circumstances).  A "change of control" shall be deemed to have occurred upon the
happening of any of the following events:

     1. A change  within a  twelve-month  period in a majority of the members of
the board of directors of the Company;

     2. A change within a twelve-month period in the holders of more than 50% of
the outstanding voting stock of the Company; or

     3. Any other  event  deemed to  constitute  a "change  of  control"  by the
Compensation Committee.

     You may exercise your option by giving  written  notice to the Secretary of
the Company on forms  supplied by the  Company at its then  principal  executive
office,  accompanied  by  payment of the  option  price for the total  number of
shares you specify that you wish to  purchase.  The payment may be in any of the
following  forms: (a) cash, which may be evidenced by a check, and includes cash
received from a stock  brokerage firm in a so-called  "cashless  exercise";  (b)
(unless  prohibited by the  Compensation  Committee)  certificates  representing
shares of Common Stock of the Company,  which will be valued by the Secretary of
the Company at the fair market value per share of the Company's Common Stock (as
determined  in  accordance  with  the  Plan)  on the  date of  delivery  of such
certificates  to the Company,  accompanied  by an assignment of the stock to the
Company;   or  (c)  (unless  prohibited  by  the  Compensation   Committee)  any
combination of cash and Common Stock of the Company valued as provided in clause
(b). Any  assignment of stock shall be in a form and substance  satisfactory  to
the Secretary of the Company,  including  guarantees of signature(s) and payment
of all  transfer  taxes if the  Secretary  deems such  guarantees  necessary  or
desirable.

     Your option will, to the extent not previously  exercised by you, terminate
three months after the date on which your employment by the Company or a Company
subsidiary  corporation is terminated  (whether such termination be voluntary or
involuntary)  other  than by reason  of  retirement  at age 65 (or such  earlier
retirement age as the Compensation Committee may approve), disability as defined
in Section  22(e)(3)  of the  Internal  Revenue  Code of 1986,  as amended  (the

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"Code"), and theregulations thereunder, or death, in which case your option
will  terminate  one year  from the date of  termination  of  employment  due to
retirement,  disability  or death  (but in no  event  later  than the  Scheduled
Termination Date).  After the date your employment is terminated,  as aforesaid,
you may exercise this option only for the number of shares which you had a right
to purchase and did not purchase on the date your employment terminated.  If you
are  employed by a Company  subsidiary  corporation,  your  employment  shall be
deemed  to have  terminated  on the date  your  employer  ceases to be a Company
subsidiary  corporation,  unless you are on that date transferred to the Company
or another the Company  subsidiary  corporation.  Your  employment  shall not be
deemed to have terminated if you are  transferred  from the Company to a Company
subsidiary  corporation,  or vice  versa,  or from  one the  Company  subsidiary
corporation to another the Company subsidiary corporation.

     If  you  die  while  employed  by  the  Company  or  a  Company  subsidiary
corporation,  your  executor or  administrator,  as the case may be, may, at any
time  within one year  after the date of your death (but in no event  later than
the Scheduled  Termination Date), exercise the option as to any shares which you
had a right to  purchase  and did not  purchase  during your  lifetime.  If your
employment  with the Company or a Company  parent or subsidiary  corporation  is
terminated  by reason of your becoming  disabled  (within the meaning of Section
22(e)(3) of the Code and the regulations thereunder), you or your legal guardian
or custodian may at any time within one year after the date of such  termination
(but in no event later than the Scheduled Termination Date), exercise the option
as to any shares which you had a right to purchase and did not purchase prior to
such  termination.  Your  executor,  administrator,  guardian or custodian  must
present  proof  of his  authority  satisfactory  to the  Company  prior to being
allowed to exercise this option.

     In the event of any change in the outstanding shares of the Common Stock of
the Company by reason of a stock dividend,  stock split,  combination of shares,
recapitalization,  merger,  consolidation,  transfer of assets,  reorganization,
conversion or what the Compensation Committee deems in its sole discretion to be
similar circumstances,  the number and kind of shares subject to this option and
the option price of such shares shall be  appropriately  adjusted in a manner to
be determined in the sole discretion of the Compensation Committee.

     This  option  is not  transferable  otherwise  than by Will or the  laws of
descent and distribution,  and is exercisable  during your lifetime only by you,
including,  for this purpose,  your legal  guardian or custodian in the event of
disability.  Until  the  option  price  has been  paid in full  pursuant  to due
exercise of this option and the  purchased  shares are  delivered to you, you do

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not have any rights as a shareholder of the Company.  The Company  reserves
the right not to deliver to you the shares  purchased  by virtue of the exercise
of this option during any period of time in which the Company deems, in its sole
discretion,  that  such  delivery  would  violate  a  federal,  state,  local or
securities exchange rule, regulation or law.

     Notwithstanding  anything to the contrary contained herein,  this option is
not  exercisable  until all the following  events occur and during the following
periods of time:

     (a) Until the Plan  pursuant to which this option is granted is approved by
the  shareholders  of the Company in the manner  prescribed  by the Code and the
regulations thereunder;

     (b)  Until  this  option  and  the  optioned  shares  are  approved  and/or
registered with such federal,  state and local regulatory bodies or agencies and
securities exchanges as the Company may deem necessary or desirable;

     (c)  During  any  period  of time in  which  the  Company  deems  that  the
exercisability of this option, the offer to sell the shares optioned  hereunder,
or the sale thereof, may violate a federal,  state, local or securities exchange
rule,  regulation  or law, or may cause the Company to be legally  obligated  to
issue or sell more shares than the Company is legally entitled to issue or sell;
or

     (d)  Until  you  have  paid or made  suitable  arrangements  to pay (i) all
federal,  state and local income tax withholding  required to be withheld by the
Company in connection with the option  exercise and (ii) the employee's  portion
of other federal, state and local payroll and other taxes due in connection with
the option exercise.

     The  following  two  paragraphs  shall  be  applicable  if,  on the date of
exercise  of this  option,  the Common  Stock to be  purchased  pursuant to such
exercise has not been  registered  under the Securities Act of 1933, as amended,
and under  applicable state securities laws, and shall continue to be applicable
for so long as such registration has not occurred:

     (a) The  optionee  hereby  agrees,  warrants  and  represents  that he will
acquire  the  Common  Stock  to be  issued  hereunder  for his own  account  for
investment  purposes  only,  and not with a view to, or in connection  with, any
resale  or  other  distribution  of any of  such  shares,  except  as  hereafter
permitted.  The  optionee  further  agrees that he will not at any time make any
offer,  sale,  transfer,  pledge or other disposition of such Common Stock to be
issued  hereunder  without  an  effective   registration   statement  under  the
Securities Act of 1933, as amended,  and under any applicable  state  securities
laws or an opinion of

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counsel acceptable to the Company to the effect that the proposed transaction
will be exempt from such registration. The optionee shall execute such
instruments, representations, acknowledgements and agreements as the Company
may, in its sole discretion, deem advisable to avoid any violation of federal,
state, local or securities exchange rule, regulation or law.

     (b)  The  certificates  for  Common  Stock  to be  issued  to the  optionee
hereunder shall bear the following legend:

          "The shares  represented by this  certificate have not been registered
     under the Securities  Act of 1933, as amended,  or under  applicable  state
     securities  laws.  The shares have been acquired for investment and may not
     be offered, sold, transferred,  pledged or otherwise disposed of without an
     effective  registration  statement  under the  Securities  Act of 1933,  as
     amended,  and under any applicable  state  securities laws or an opinion of
     counsel  acceptable  to the Company that the proposed  transaction  will be
     exempt from such registration."

The foregoing  legend shall be removed upon  registration of the legended shares
under the  Securities Act of 1933, as amended,  and under any  applicable  state
laws or upon  receipt of any opinion of counsel  acceptable  to the Company that
said registration is no longer required.

     The sole purpose of the agreements, warranties,  representations and legend
set forth in the two immediately  preceding  paragraphs is to prevent violations
of the Securities Act of 1933, as amended,  and any applicable  state securities
laws.

     It is the  intention  of the  Company and you that this  option  shall,  if
possible,  be an "Incentive Stock Option" as that term is used in Section 422 of
the Code and the regulations thereunder.  In the event this option is in any way
inconsistent  with  the  legal  requirements  of the  Code  or  the  regulations
thereunder  for an  "Incentive  Stock  Option,"  this  option  shall  be  deemed
automatically   amended  as  of  the  date  hereof  to  conform  to  such  legal
requirements, if such conformity may be achieved by amendment.

     Nothing  herein  shall  modify  your  status as an at-will  employee of the
Company.  Further,  nothing  herein  guarantees you employment for any specified
period of time.  This means that either you or the Company  may  terminate  your
employment at any time for any reason,  or no reason.  You recognize  that,  for
instance,  you may terminate  your  employment or the Company may terminate your
employment prior to the date on which your option becomes vested.

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     Any dispute or disagreement between you and the Company with respect to any
portion of this option or its validity,  construction,  meaning,  performance or
your rights  hereunder  shall be settled by arbitration  in accordance  with the
Commercial  Arbitration  Rules of the American  Arbitration  Association  or its
successor,  as  amended  from  time to time.  However,  prior to  submission  to
arbitration you will attempt to resolve any disputes or  disagreements  with the
Company over this option  amicably and informally,  in good faith,  for a period
not to exceed  two  weeks.  Thereafter,  the  dispute  or  disagreement  will be
submitted to arbitration. At any time prior to a decision from the arbitrator(s)
being rendered,  you and the Company may resolve the dispute by settlement.  You
and  the  Company  shall  equally  share  the  costs  charged  by  the  American
Arbitration  Association  or its  successor,  but  you  and  the  Company  shall
otherwise  be  solely  responsible  for your  own  respective  counsel  fees and
expenses.  The decision of the arbitrator(s)  shall be made in writing,  setting
forth the award, the reasons for the decision and award and shall be binding and
conclusive  on you and the Company.  Further,  neither you nor the Company shall
appeal any such award.  Judgment  of a court of  competent  jurisdiction  may be
entered  upon the  award  and may be  enforced  as such in  accordance  with the
provisions of the award.

     This option shall be subject to the terms of the Plan in effect on the date
this option is granted,  which terms are hereby incorporated herein by reference
and made a part hereof.  In the event of any conflict  between the terms of this
option and the terms of the Plan in effect on the date of this option, the terms
of the Plan shall  govern.  This  option  constitutes  the entire  understanding
between  the Company and you with  respect to the subject  matter  hereof and no
amendment,  supplement or waiver of this option,  in whole or in part,  shall be
binding  upon the Company  unless in writing and signed by the  President of the
Company.  This option and the  performances  of the parties  hereunder  shall be
construed in  accordance  with and governed by the laws of the  Commonwealth  of
Pennsylvania.

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<PAGE>

     Please  sign  the  copy of  this  option  and  return  it to the  Company's
Secretary, thereby indicating your understanding of and agreement with its terms
and conditions.

                                        FIRST COLONIAL GROUP, INC.



                                        By:____________________________________

     I hereby  acknowledge  receipt of a copy of the foregoing stock option and,
having read it hereby signify my  understanding  of, and my agreement  with, its
terms and conditions.

                                        _______________________________________
                                       (Signature)                
_______________________
 (Date)

                                      A-12
<PAGE>

                                  APPENDIX II

                           NON-QUALIFIED STOCK OPTION

To:____________________________________________________________________________
_______________________________________________________________________________
                                      Name

_______________________________________________________________________________
_______________________________________________________________________________
                                    Address


Date of Grant:_________________________________________________________________

     You are hereby  granted  an option,  effective  as of the date  hereof,  to
purchase _________ shares of common stock, $5.00 par value ("Common Stock"),  of
First  Colonial  Group,  Inc.  (the  "Company")  at a price of $_____  per share
pursuant to the Company's 1996 Employee Stock Option Plan (the "Plan").

     Your option may first be  exercised  on and after one year from the date of
grant,  but not before  that time.  On and after one year and prior to two years
from the date of grant,  your option may be exercised for up to 25% of the total
number of shares  subject  to the option  minus the number of shares  previously
purchased  by  exercise  of the  option  (as  adjusted  for  any  change  in the
outstanding  shares  of the  Common  Stock of the  Company  by reason of a stock
dividend,  stock  split,  combination  of  shares,   recapitalization,   merger,
consolidation,  transfer  of  assets,  reorganization,  conversion  or what  the
Committee  deems in its  sole  discretion  to be  similar  circumstances).  Each
succeeding year thereafter, your option may be exercised for up to an additional
25% of the total  number of shares  subject  to the  option  minus the number of
shares  previously  purchased  by  exercise of the option (as  adjusted  for any
change in the outstanding shares of the Common Stock of the Company by reason of
a stock dividend, stock split, combination of shares, recapitalization,  merger,
consolidation,  transfer  of  assets,  reorganization,  conversion  or what  the
Committee deems in its sole discretion to be similar circumstances).  Thus, this
option is fully  exercisable  on and after four  years  after the date of grant,
except if terminated  earlier as provided herein.  No fractional shares shall be
issued or delivered.  This option shall terminate and is not  exercisable  after
ten years from the date of its grant (the "Scheduled  Termination Date"), except
if terminated earlier as hereafter provided.

                                      A-13
<PAGE>

     In the  event of a  "change  of  control"  (as  hereafter  defined)  of the
Company,  your option may, from and after the date of the change of control, and
notwithstanding  the  foregoing  paragraph,  be exercised  for up to 100% of the
total  number of shares  then  subject to the option  minus the number of shares
previously  purchased upon exercise of the option (as adjusted for any change in
the  outstanding  shares of the Common Stock of the Company by reason of a stock
dividend,  stock  split,  combination  of  shares,   recapitalization,   merger,
consolidation,  transfer  of  assets,  reorganization,  conversion  or what  the
Compensation   Committee   deems  in  its   sole   discretion   to  be   similar
circumstances).  A "change of control" shall be deemed to have occurred upon the
happening of any of the following events:

     1. A change  within a  twelve-month  period in a majority of the members of
the board of directors of the Company;

     2. A change within a twelve-month period in the holders of more than 50% of
the outstanding voting stock of the Company; or

     3. Any other  event  deemed to  constitute  a "change  of  control"  by the
Compensation Committee.

     You may exercise your option by giving  written  notice to the Secretary of
the Company on forms  supplied by the  Company at its then  principal  executive
office,  accompanied  by  payment of the  option  price for the total  number of
shares you specify that you wish to  purchase.  The payment may be in any of the
following  forms: (a) cash, which may be evidenced by a check, and includes cash
received from a stock  brokerage firm in a so-called  "cashless  exercise";  (b)
(unless  prohibited by the  Compensation  Committee)  certificates  representing
shares of Common Stock of the Company,  which will be valued by the Secretary of
the Company at the fair market value per share of the Company's Common Stock (as
determined  in  accordance  with  the  Plan)  on the  date of  delivery  of such
certificates  to the Company,  accompanied  by an assignment of the stock to the
Company;   or  (c)  (unless  prohibited  by  the  Compensation   Committee)  any
combination of cash and Common Stock of the Company valued as provided in clause
(b). Any  assignment of stock shall be in a form and substance  satisfactory  to
the Secretary of the Company,  including  guarantees of signature(s) and payment
of all  transfer  taxes if the  Secretary  deems such  guarantees  necessary  or
desirable.

     Your option will, to the extent not previously  exercised by you, terminate
three months after the date on which your employment by the Company or a Company
subsidiary  corporation is terminated  (whether such termination be voluntary or
involuntary)  other  than by reason  of  retirement  at age 65 (or such  earlier
retirement age as the Compensation Committee may approve), disability as defined
in Section  22(e)(3)  of the  Internal  Revenue  Code of 1986,  as amended  (the

                                      A-14
<PAGE>

"Code"),  and the  regulations  thereunder,  or death,  in which  case your
option will terminate one year from the date of termination of employment due to
retirement,  disability  or death  (but in no  event  later  than the  Scheduled
Termination Date).  After the date your employment is terminated,  as aforesaid,
you may exercise this option only for the number of shares which you had a right
to purchase and did not purchase on the date your employment terminated.  If you
are  employed by a Company  subsidiary  corporation,  your  employment  shall be
deemed  to have  terminated  on the date  your  employer  ceases to be a Company
subsidiary  corporation,  unless you are on that date transferred to the Company
or another Company subsidiary  corporation.  Your employment shall not be deemed
to  have  terminated  if you are  transferred  from  the  Company  to a  Company
subsidiary   corporation,   or  vice  versa,  or  from  one  Company  subsidiary
corporation to another Company subsidiary corporation.

     If  you  die  while  employed  by  the  Company  or  a  Company  subsidiary
corporation,  your  executor or  administrator,  as the case may be, may, at any
time  within one year  after the date of your death (but in no event  later than
the Scheduled  Termination Date), exercise the option as to any shares which you
had a right to  purchase  and did not  purchase  during your  lifetime.  If your
employment  with the Company or a Company  parent or subsidiary  corporation  is
terminated  by reason of your becoming  disabled  (within the meaning of Section
22(e)(3) of the Code and the regulations thereunder), you or your legal guardian
or custodian may at any time within one year after the date of such  termination
(but in no event later than the Scheduled Termination Date), exercise the option
as to any shares which you had a right to purchase and did not purchase prior to
such  termination.  Your  executor,  administrator,  guardian or custodian  must
present  proof  of his  authority  satisfactory  to the  Company  prior to being
allowed to exercise this option.

     In the event of any change in the outstanding shares of the Common Stock of
the Company by reason of a stock dividend,  stock split,  combination of shares,
recapitalization,  merger,  consolidation,  transfer of assets,  reorganization,
conversion or what the Compensation Committee deems in its sole discretion to be
similar circumstances,  the number and kind of shares subject to this option and
the option price of such shares shall be  appropriately  adjusted in a manner to
be determined in the sole discretion of the Compensation Committee.

     This  option  is not  transferable  otherwise  than by Will or the  laws of
descent and distribution,  and is exercisable  during your lifetime only by you,
including,  for this purpose,  your legal  guardian or custodian in the event of
disability.  Until  the  option  price  has been  paid in full  pursuant  to due
exercise of this option and the  purchased  shares are  delivered to you, you do

                                      A-15
<PAGE>

not   have  any rights  as a  shareholder of the Company.  The Company  reserves
the right not to deliver to you the shares  purchased  by virtue of the exercise
of this option during any period of time in which the Company deems, in its sole
discretion,  that  such  delivery  would  violate  a  federal,  state,  local or
securities exchange rule, regulation or law.

     Notwithstanding  anything to the contrary contained herein,  this option is
not  exercisable  until all the following  events occur and during the following
periods of time:

     (a) Until the Plan  pursuant to which this option is granted is approved by
the  shareholders  of the Company in the manner  prescribed  by the Code and the
regulations thereunder;

     (b)  Until  this  option  and  the  optioned  shares  are  approved  and/or
registered with such federal,  state and local regulatory bodies or agencies and
securities exchanges as the Company may deem necessary or desirable; or

     (c)  During  any  period  of time in  which  the  Company  deems  that  the
exercisability of this option, the offer to sell the shares optioned  hereunder,
or the sale thereof, may violate a federal,  state, local or securities exchange
rule,  regulation  or law, or may cause the Company to be legally  obligated  to
issue or sell more shares than the Company is legally entitled to issue or sell;
or

     (d)  Until  you  have  paid or made  suitable  arrangements  to pay (i) all
federal,  state and local income tax withholding  required to be withheld by the
Company in connection with the option  exercise and (ii) the employee's  portion
of other federal, state and local payroll and other taxes due in connection with
the option exercise.

     The  following  two  paragraphs  shall  be  applicable  if,  on the date of
exercise  of this  option,  the Common  Stock to be  purchased  pursuant to such
exercise has not been  registered  under the Securities Act of 1933, as amended,
and under  applicable state securities laws, and shall continue to be applicable
for so long as such registration has not occurred:

     (a) The  optionee  hereby  agrees,  warrants  and  represents  that he will
acquire  the  Common  Stock  to be  issued  hereunder  for his own  account  for
investment  purposes  only,  and not with a view to, or in connection  with, any
resale  or  other  distribution  of any of  such  shares,  except  as  hereafter
permitted.  The  optionee  further  agrees that he will not at any time make any
offer,  sale,  transfer,  pledge or other disposition of such Common Stock to be
issued  hereunder  without  an  effective   registration   statement  under  the
Securities Act of 1933, as amended,  and under any applicable  state  securities

                                      A-16
<PAGE>

laws or an  opinion  of counsel  acceptable  to the Company to  the  effect that
the proposed  transaction  will be exempt from such  registration.  The optionee
shall execute such instruments, representations, acknowledgements and agreements
as the  Company  may,  in its sole  discretion,  deem  advisable  to  avoid  any
violation of federal,  state, local or securities  exchange rule,  regulation or
law.

     (b)  The  certificates  for  Common  Stock  to be  issued  to the  optionee
hereunder shall bear the following legend:

          "The shares  represented by this  certificate have not been registered
     under the Securities  Act of 1933, as amended,  or under  applicable  state
     securities  laws.  The shares have been acquired for investment and may not
     be offered, sold, transferred,  pledged or otherwise disposed of without an
     effective  registration  statement  under the  Securities  Act of 1933,  as
     amended,  and under any applicable  state  securities laws or an opinion of
     counsel  acceptable  to the Company that the proposed  transaction  will be
     exempt from such registration."

The foregoing legend shall be removed upon registration of the legended shares
under the Securities Act of 1933, as amended, and under any applicable state
laws or upon receipt of any opinion of counsel acceptable to the Company that
said registration is no longer required.

     The sole purpose of the agreements, warranties,  representations and legend
set forth in the two immediately  preceding  paragraphs is to prevent violations
of the Securities Act of 1933, as amended,  and any applicable  state securities
laws.

     It is the intention of the Company and you that this option shall not be an
"Incentive Stock Option" as that term is used in Section 422 of the Code and the
regulations thereunder.

     Nothing  herein  shall  modify  your  status as an at-will  employee of the
Company.  Further,  nothing  herein  guarantees you employment for any specified
period of time.  This means that either you or the Company  may  terminate  your
employment at any time for any reason,  or no reason.  You recognize  that,  for
instance,  you may terminate  your  employment or the Company may terminate your
employment prior to the date on which your option becomes vested.

     Any dispute or disagreement between you and the Company with respect to any
portion of this option or its validity,  construction,  meaning,  performance or
your rights  hereunder  shall be settled by arbitration  in accordance  with the
Commercial  Arbitration  Rules of the American  Arbitration  Association  or its
successor,  as  amended  from  time to time.  However,  prior to  submission  to

                                      A-17
<PAGE>

arbitration   you  will  attempt to resolve  any disputes or disagreements  with
the Company  over this option  amicably  and  informally,  in good faith,  for a
period not to exceed two weeks. Thereafter,  the dispute or disagreement will be
submitted to arbitration. At any time prior to a decision from the arbitrator(s)
being rendered,  you and the Company may resolve the dispute by settlement.  You
and  the  Company  shall  equally  share  the  costs  charged  by  the  American
Arbitration  Association  or its  successor,  but  you  and  the  Company  shall
otherwise  be  solely  responsible  for your  own  respective  counsel  fees and
expenses.  The decision of the arbitrator(s)  shall be made in writing,  setting
forth the award, the reasons for the decision and award and shall be binding and
conclusive  on you and the Company.  Further,  neither you nor the Company shall
appeal any such award.  Judgment  of a court of  competent  jurisdiction  may be
entered  upon the  award  and may be  enforced  as such in  accordance  with the
provisions of the award.

     This option shall be subject to the terms of the Plan in effect on the date
this option is granted,  which terms are hereby incorporated herein by reference
and made a part hereof.  In the event of any conflict  between the terms of this
option and the terms of the Plan in effect on the date of this option, the terms
of the Plan shall  govern.  This  option  constitutes  the entire  understanding
between  the Company and you with  respect to the subject  matter  hereof and no
amendment,  supplement or waiver of this option,  in whole or in part,  shall be
binding  upon the Company  unless in writing and signed by the  President of the
Company.  This option and the  performances  of the parties  hereunder  shall be
construed in  accordance  with and governed by the laws of the  Commonwealth  of
Pennsylvania.

     Please  sign  the  copy of  this  option  and  return  it to the  Company's
Secretary, thereby indicating your understanding of and agreement with its terms
and conditions.

                                       FIRST COLONIAL GROUP, INC.



                                       By:_____________________________________

I hereby acknowledge receipt of a copy of the foregoing stock option and, having
read it hereby signify my understanding of, and my agreement with, its terms and
conditions.

                                      A-18
<PAGE>

                                      _________________________________________
                                      (Signature)    
________________________
(Date)

                                      A-19