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                                                                Exhibit 10(ac)

                          HIGH POINT FINANCIAL CORP.

                   1996 Employee Incentive Stock Option Plan

1.      Purpose
        -------

        The purpose of this 1996 Employee Incentive Stock Option Plan is to
attract and retain highly qualified officers and employees for High Point
Financial Corp. and its subsidiaries by providing officers and key employees
with opportunities to receive equity in High Point Financial Corp.

2.      Definitions
        -----------

        As used in this Plan:

        2.1 "High Point" means High Point Financial Corp., a New Jersey
corporation.

        2.2 "Board" means the Board of Directors of High Point.

        2.3 "Code" means the Internal Revenue Code of 1986, as amended, and the
Treasury regulations adopted thereunder.

        2.4 "Committee" means the Committee appointed by the Board to administer
the Plan, as provided in Section 3.

        2.5 "Common Stock" means the Common Stock of High Point, no par value.

        2.6 "Corporation" means High Point and its subsidiaries, considered as a
whole.

        2.7 "Disposition" means a sale, assignment, transfer, pledge,
hypothecation or other disposition.

        2.8 "Fair Market Value," when used with reference to a share of Common
Stock, means (i) the mean between the high and low sales prices of the Common
Stock as reported on the National Market of the National Association of
Securities Dealers, Inc., Automated Quotation System, or any similar system of
automated dissemination of quotations of securities prices then in common use,
if so quoted, or (ii) if not quoted as described in clause (i), the mean
between the high bid and low asked quotations for the Common Stock as reported
by the National Quotation Bureau Incorporated or such other source as the
Committee shall determine, or (iii) if the Common Stock is listed or admitted
for trading on any national securities exchange, the mean between the high and
low sales price, or the closing bid price if no sale 
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occurred, of the Common Stock on the principal securities exchange on which the
Common Stock is listed. In the event that the method for determining the Fair
Market Value of a share of Common Stock provided for above shall not be
practical in the opinion of the Committee, then such Fair Market Value shall be
determined by such other reasonable method as the Committee shall, in its
discretion, select and apply.

        2.9 "Grant" means a grant of an Incentive Stock Option.

        2.10 "Incentive Stock Option" means an option to purchase Common Stock
intended to qualify as an "incentive stock option" within the meaning of
Section 422 of the Code.

        2.11 "Plan" means this 1996 Employee Incentive Stock Option Plan, as it
may be amended from time to time.



3.      Administration of the Plan
        --------------------------

        3.1   The Plan shall be administered by the Committee which shall
consist of not less than three members of the Board, none of whom shall be
eligible to receive a Grant and none of whom shall have been eligible, during
the one year period prior to appointment or election to the Committee, for
selection, through the exercise of discretion, as a person to whom stock, stock
options or stock appreciation rights of High Point may be allocated or granted
pursuant to the Plan or any other plan of High Point or any of its affiliates
entitling the participants therein to acquire stock, stock options or stock
appreciation rights of High Point or any of its affiliates, provided that
participation in the High Point Financial Corp. 1996 Non-Employee Director Stock
Option Plan shall not cause a member of the Board to be ineligible to serve as a
member of the Committee. For the purposes of this Section 3.1, the terms
"stock," "plan" and "affiliates" shall have the meanings given to them by Rule
16b-3 of the Securities and Exchange Commission, under the Securities Exchange
Act of 1934, as amended, as such rule may from time to time be amended ("Rule
16b-3").

        3.2   The Committee shall have full power and authority, subject to the
provisions of the Plan, to determine:

     (a)        The officers and key employees of the Corporation who shall
                receive a Grant.

     (b)        The number of shares subject to a Grant.

     (c)        The applicable terms and conditions of Grants.

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The Committee shall also have the power and authority to interpret the Plan,
to prescribe, amend and rescind rules and regulations relating to the Plan and
to make all other determinations deemed necessary or advisable in administering
the Plan. The determination of the Committee concerning any matter arising
under or with respect to the Plan or Grants shall be final, binding and
conclusive on all interested persons.

        3.3 The Committee shall also have such other powers and authority as are
otherwise granted to it under the Plan.

        3.4   The Committee may consult with counsel, who may be counsel to the
Corporation, and shall not incur any liability for any action taken in good
faith in reliance upon the advise of counsel.


4.      Effective Date Of The Plan
        --------------------------

        The effective date of the plan is January 1, 1996.


5.      Plan Limitations: Stock Subject To The Plan
        -------------------------------------------

        5.1   The aggregate number of shares of Common Stock for which Incentive
Stock Options may be granted under the Plan is 135,000, which may be shares of
authorized but unissued Common Stock or reacquired shares of Common Stock, as
such number may be adjusted in the manner described in Section 9.

        5.2 Any shares for which Incentive Stock Options are granted that are
not purchased due to termination or expiration of the option may again be
subject to a Grant under the Plan.


6.      Eligibility
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        Subject to Section 7.1, key employees of the Corporation, including
officers (but excluding members of the Board who are not salaried employees of
the Corporation), shall be eligible to receive Grants under the Plan.  The key
employees who shall be entitled to receive Grants under the Plan shall be
determined from time to time by the Committee.  More than one Incentive Stock
Option may be granted or made to the same employee.



7.      Terms and Conditions Relating to Incentive Stock Options
        --------------------------------------------------------

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        7.1   Incentive Stock Options may be granted to eligible persons in such
number and at such times during the duration of the Plan as the Committee may
determine; provided that the aggregate Fair Market Value of all shares of
Common Stock (determined as of the date of the Grant) with respect to which
Incentive Stock Options granted under this Plan, together with incentive stock
options granted after December 31, 1986 under any other plan of the
Corporation, which are exercisable for the first time by the recipient during
any calendar year, may not exceed $100,000.  Subject to Section 7.2, the
Committee shall also determine the exercise price per share of Common Stock
with respect to each Incentive Stock Option.

        7.2   All grants shall be made without payment by the recipient to the
Corporation (subject to Sections 7.3 and 13) and shall be evidenced by a
written agreement executed by High Point and the recipient which shall include
the following and such other terms and conditions not inconsistent with the
Plan as the Committee shall determine:

     (a)        The expiration date of each Incentive Stock Option, which shall
be ten years from the date of Grant or such shorter term as may be provided in
the written agreement; provided that (i) in the case of an Incentive Stock
Option granted to a recipient who, at the time of the Grant, owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of High Point, or any parent or subsidiary thereof, the expiration date of
the Incentive Stock Option shall be five years from the date of Grant or such
shorter time as may be provided in the written option agreement.

     (b)        The exercise price per share for the shares of Common Stock to
be issued pursuant to exercise of an Incentive Stock Option; provided that (i)
in the case of an Incentive Stock Option granted to a recipient who, at the time
of the Grant, owns stock possessing more than 10% of the total combined voting
power of all classes of stock of High Point or any parent or subsidiary thereof,
the exercise price per share of Common Stock shall be no less than 110% of the
Fair Market Value of a share of the Common Stock on the date of the Grant, and
(ii) in the case of an Incentive Stock Option granted to any other recipient,
the exercise price per share of Common Stock shall be no less than 100% of the
Fair Market Value of a share of Common Stock on the date of Grant.

     (c)        Any restrictions on the exercise of Incentive Stock Options.

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     (d)        An agreement that no Incentive Stock Option shall be
transferable by the recipient other than by will or the laws of descent and
distribution and that each Incentive Stock Option shall be exercisable, during
the lifetime of a recipient, only by the recipient or his or her guardian or
legal representative.

     (e)        Such other additional terms as the Committee may in its
discretion deem necessary or desirable for an Incentive Stock Option to qualify
as an "incentive stock option" as defined in Section 422 of the Code.

     (f)        Such restriction on the resale or other disposition of Common
Stock received upon exercise of Incentive Stock Options as the Committee shall
determine is necessary to cause the Plan to satisfy any conditions that it must
satisfy in order for transactions in the Incentive Stock Options and the
underlying Common Stock to qualify for an exemption under Rule 16b-3.

     (g)        An agreement that all terms and conditions of the Plan
applicable to the Incentive Stock Options as granted are incorporated by
reference.
        
For purposes of this Section 7.2, the terms "parent" and "subsidiary" shall
have the meanings given to them by Sections 424(e) and 424(f) of the Code,
respectively.

        7.3   To exercise an Incentive Stock Option, the optionee shall give
written notice to High Point specifying the number of shares of Common Stock to
be purchased, accompanied by full payment for the shares so purchased in cash
or, at the Committee's discretion, either by the transfer and delivery to High
Point of shares of Common Stock, valued at their Fair Market Value as of the
date of such payment, or through a contribution of cash and shares of Common
Stock as so valued.  

        7.4   In connection with restrictions on exercise of an Incentive Stock
Option in the Plan or in the Grant, the following provisions shall apply:

        (a) Upon termination of a recipients's employment for any reason other
than death, disability or termination for cause (such as termination by reason
of retirement) Incentive Stock Options of such employee may be exercised to the
extent that they were immediately exercisable at the date of such termination
and then only for a period of three months after the date of such termination.
Incentive Stock Option privileges shall expire at the end of such three month
period.

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        (b) If a recipient's employment is terminated for cause, all rights
under such recipient's Incentive Stock Options shall expire immediately upon
such termination.

        (c) The Committee shall determine when a termination (which may include
a leave of absence) exists and the reason for termination of the recipient's
employment and the Committee's determination shall be binding and conclusive.

        (d) In the event of termination of employment due to disability (within
the meaning of Section 22(e)(3) of the Code), a recipient may, within twelve
months after the date of such termination, exercise those Incentive Stock
Options immediately exercisable at date of termination. Incentive Stock Option
privileges shall expire at the end of such twelve month period.

        (e) Upon the death of a recipient, whether during his employment or
during the three-month period referred to in paragraph (a) of this Section 7.4,
Incentive Stock Options of such recipient may be exercised by his or her legal
representatives or beneficiaries only to the extent exercisable at the time of
his or her death and only for a period of twelve months after the date of death.
Incentive Stock Option privileges shall expire at the end of such twelve month
period.


No Incentive Stock Option shall be exercisable after its expiration date.

        7.5   A recipient shall have no rights as a shareholder with respect to
any shares subject to an Incentive Stock Option (including without limitation
the right to vote or to receive dividends and other distributions) until such
shares shall have been paid for in full and certificates representing such
shares have been issued.


8.      Employment Rights
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        Nothing in the Plan shall (a) confer on any person any right to continue
in the employ of the Corporation or to continue to perform services for the
Corporation, or (b) interfere in any way with the right of the Corporation to
terminate at any time such person as an officer or employee or to change such
person's responsibilities.

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9.      Adjustment in the Event of Changes in Capitalization
        ----------------------------------------------------

        In the event of a recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation, rights offering,
reorganization or liquidation, or any other change in the corporate structure
or shares of High Point, the Committee shall make such equitable adjustments,
as it may deem appropriate, designed to protect against dilution or enlargement
of rights, including the adjustment of the aggregate number and kind of shares
of stock or other property (including cash) which may be awarded or optioned
under the Plan, the number and kind of shares or other property subject to
outstanding Incentive Stock Options and the exercise prices for outstanding
Incentive Stock Options; provided that no such adjustments shall be made which
would cause any Incentive Stock Option outstanding at the time of such event to
fail to qualify as an "incentive stock option" under Section 422 of the Code.


10.     Duration of the Plan
        --------------------

        No Grants shall be made after ten years after the effective date of the
Plan, but Incentive Stock Options theretofore granted may extend beyond such
date and the terms and conditions of the Plan shall continue to apply to such
Incentive Stock Options.


11.     Termination and Amendment of the Plan
        -------------------------------------

        The Board may at any time and from time to time terminate, modify or
amend the Plan in any respect; provided that (a) no such termination, amendment
or modification (i) which would cause the Plan to fail to satisfy conditions
that it must satisfy in order for transactions in the Incentive Stock Options
and the underlying Common Stock to qualify for an exemption under Rule 16b-3, if
any, or (ii) which would cause any Incentive Stock Option outstanding at the
time of such termination, modification or amendment to fail to qualify as an
"incentive stock option" under Section 422 of the Code, in either case because
any requisite shareholder approval had not been obtained, shall be made unless
also duly approved or ratified by the shareholders of High Point, as required
under Rule 16b-3 or the Code, as the case may be, and (b) no such termination,
modification or amendment shall be made (i) which would otherwise cause the Plan
to fail to satisfy any other conditions that it must satisfy in order for
transactions in the Incentive Stock Options and the underlying Common Stock to
qualify for an exemption under Rule 16b-3 or (ii) which would cause any
Incentive Stock Option outstanding at the time of such termination, modification
or amendment to fail to

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qualify as an "incentive stock option" under Section 422 of the Code. No
termination, modification or amendment shall affect the rights of any recipient
under an outstanding Incentive Stock Option without the consent of such
recipient.


12.     Notices
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        All notices, requests and other documents to be given hereunder by any
party hereto shall be in writing and shall be either delivered personally or
mailed by first-class registered mail or certified mail, return receipt
requested, to the appropriate party.


13.     Withholding of Taxes
        --------------------

        The Corporation may make such provisions and take such steps as it may
deem necessary or appropriate for the withholding of any taxes which the
Corporation is required to withhold by law or regulation of any governmental
authority.


14.     Application of Funds
        --------------------

        The proceeds received by High Point from the sales of Common Stock
pursuant to the Incentive Stock Options will be used for general corporate
purposes.


15.     Other Compensation Plans
        ------------------------

        The adoption of the Plan shall not affect any other stock option or
incentive or other compensation plans in effect for the Corporation nor shall
the Plan preclude the Corporation from establishing any other forms of
incentive or other compensation for employees of the Corporation.


16.     Compliance with Laws
        --------------------

        Any and all provisions contained herein shall be consistent and comply
with applicable laws and regulations enacted or promulgated both before and
after the adoption of the Plan. To the extent that any such provision in the
Plan is inconsistent, or not in compliance, with applicable laws and
regulations, that part which is inconsistent or not in compliance shall be
deemed void, but the balance of the Plan shall remain in full force and effect.

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17.     Miscellaneous
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        Notwithstanding anything herein to the contrary, no shares of Common
Stock or certificates therefor shall be delivered until the requirements of all
laws and regulations as may be applicable thereto are satisfied. The Committee
may in its discretion require any recipient of a Grant to represent to High
Point in writing, prior to any delivery of shares or certificates therefor, that
the shares are so acquired for investment and not with a view to, or for sale in
connection with, the distribution of all or any part hereof. The certificates
for shares of Common Stock may include any legend which the Committee, upon the
advice of counsel, deems appropriate to reflect any required or appropriate
restrictions on transfer or other disposition of such shares.

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