**Exhibit 10(p)**

**HUDSON UNITED BANCORP 2002 STOCK OPTION PLAN**

**ARTICLE I.  PURPOSE**

               The purposes of the 2002Stock Option Plan are (i) to attract and retain highly-qualified executives, (ii) to align executive and stockholder long-term interests by creating a direct link between executive compensation and stockholder return, (iii) to enable executives ofHudson United Bancorp (the “Corporation”) to develop and maintain stock ownership positions in the Corporation, and (iv) to provide incentives to such executives to contribute to the success of the Corporation.  To achieve theseobjectives, the Plan provides for the granting of “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and nonqualified stock options.

**ARTICLE II.  DEFINITIONS**

               Whenever the following terms are used in thisPlan, they shall have the meaning specified below:

**               “Affiliate”** shall mean the Corporation,a Subsidiary, or any employee benefit plan established or maintained by the Corporation or a Subsidiary.

**               “Board”** shall mean the Board of Directors of the Corporation.

**               “Cause”** shall mean (i) the conviction of the Participant of a felony by a court of competent jurisdiction, (ii) theindictment of the Participant by a state or Federal grand jury of competent jurisdiction for embezzlement or misappropriation of funds of the Corporation or for any act of dishonesty or lack of fidelity towards the Corporation, (iii) the writtenconfession by the Participant of any act of dishonesty towards the Corporation or any embezzlement or misappropriation of the Corporation’s funds, or (iv) the willful or gross neglect of the duties for which the Participant was responsible; allas the Committee, in its sole discretion, may determine.

**               “Change in Control”**shall mean theoccurrence of one or more of the following events: (i) the Corporation acquires actual knowledge that any person (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than an Affiliate is or becomes the beneficial owner(as defined in Rule 13d-3 of the Exchange Act) directly or indirectly, of securities of the Corporation representing 10% or more of the combined voting power of the Corporation’s then outstanding securities, (ii) the first purchase of CommonStock pursuant to a tender or exchange offer (other than a tender or exchange offer made by an Affiliate), (iii) the approval by the Corporation’s stockholders of (a) a merger or consolidation of the Corporation with or into another corporation(other than a merger or consolidation in which the Corporation is the surviving corporation and which does not result in any reclassification or reorganization of the Corporation’s then outstanding shares of Common Stock or a change in theCorporation’s directors, other than the addition of not more than three directors), (b) a sale or disposition of all or substantially all of the Corporation’s assets, or (c) a plan of liquidation or dissolution of the Corporation, (iv)during any period of two consecutive calendar years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least two-thirds thereof, unless the election ornomination for the election by the Corporation’s stockholders of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period, or (v) a sale of (a)Common Stock of the Corporation if after such sale any person (as defined above) other than an Affiliate owns a majority of the Corporation’s Common Stock or (b) all or substantially all of the Corporation’s assets (other than in theordinary course of business).  Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred for purposes of clause (i) above if a person is or becomes the beneficial owner, directly or indirectly, of more than 10% butless than 25% of the combined voting power of the Corporation’s then outstanding securities if the acquisition of all voting securities in excess of 10% was approved in advance by two-thirds of the directors then in office.

**               “Code”** shall mean the Internal Revenue Code of 1986, as now in effector as hereafter amended.  (All citations to sections of the Code are to such sections as they may from time to time be amended or renumbered.).

**               “Committee”** shall mean the committee consisting of at least three (3) directors of the Corporation appointed by theBoard to administer the Plan pursuant to the provisions of Article III of the Plan.

**               “CommonStock”****or “Stock”** shall mean the common stock of the Corporation, no par value.

**               “Disability”**shall mean permanent and total disability within the meaning of Section 105(d)(4) of the Code.

**               “Employee”** shall mean a common law employee (as defined in accordance with the regulations and RevenueRulings then applicable under Section 3401(c) of the Code) of an Affiliate.

**               “Exchange Act”**shall mean the Securities Exchange Act of 1934, as amended.

**               “Incentive Option”** shall meanan Option whose terms satisfy the requirements imposed by Section 422 of the Code and which is intended by the Committee to be treated as an Incentive Option.

**               “Non-qualified Option”** shall mean either (i) any Option which, when granted, is not an Incentive Option, and (ii) anIncentive Option which, subsequent to its grant, ceases to qualify as an Incentive Option because of a failure to satisfy the requirements of Section 422(b) of the Code.

**               “Option”** shall mean a right to purchase Common Stock which is awarded in accordance with the terms of thisPlan.

**               “Participant”** shall mean an Employee who has been granted an Option under thePlan.

**               “Plan”** shall mean the Hudson United Bancorp 2002 Stock Option Plan, as such plan maybe amended from time to time.

**               “Retirement”** shall mean any normal or early retirement by aParticipant pursuant to the terms of any pension plan or policy of the Corporation or any Subsidiary which is applicable to such Participant at the time of his or her Termination of Service.

**               “Secretary”** shall mean the corporate secretary of the Corporation.

**               “Securities Act”** shall mean the Securities Act of 1933.

**               “Shares”** shall mean shares of Common Stock.

**               “Subsidiary(ies)”** shall mean any corporation or other legal entity, domestic or foreign, more than 50% of the votingpower of which is owned or controlled, directly or indirectly by the Corporation.

**               “Terminate(Termination of) Service (or Termination)”** shall mean the time at which the Participant ceases to provide services to the Corporation as an employee, but shall not include a lapse in providing services which the Committee determines to be atemporary leave of absence.

**ARTICLE III.  ADMINISTRATION**

               The Plan shall be administered by a committee (the “Committee”) selected by the Board from among its members, which shallconsist of not less than three members, each of whom must be both (i) a “disinterested person” within the meaning of the rules promulgated under Section 16(b) of the Exchange Act, and (ii) an “outside director” within the meaningof Section 162(m) of the Code.  The Committee shall hold meetings at

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such times as may be necessary for the proper administration of the Plan and shall keep minutes of its meetings.  A majority of the Committee shall constitute a quorum anda majority of the quorum may authorize any action.

               Subject to the provisions of the Plan, the Committee shallhave sole authority, in its absolute discretion: (i) to determine which of the eligible Employees of the Corporation shall be granted Options; (ii) to grant Options; (iii) to determine the times when Options may be granted and the number of Sharesthat may be purchased pursuant to such Options; (iv) to determine the exercise price of the Shares subject to each Option, which price shall be not less than the minimum specified in Section 6.1; (v) to determine the time or times when each Optionbecomes exercisable, the duration of the exercise period, and any other restrictions on the exercise of Options issued hereunder; (vi) to prescribe the form or forms of the Option agreements under the Plan; (vii) to determine the circumstances underwhich the time for exercising Options should be accelerated and to accelerate the time for exercising outstanding Options; (viii) to determine the duration and purposes for leaves of absence which may be granted to a Participant without constitutinga Termination of Service for purposes of the Plan;  (ix) to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan; and (x) to construe and interpret the Plan, the rules andregulations and the Option agreements under the Plan, and to make all other determinations deemed necessary or advisable for the administration of the Plan; provided, however, that with respect to those eligible Employees who are not“officers” of the Corporation, within the meaning of Section 16(b) of the Exchange Act, the Committee may delegate to any person or persons (“Subcommittee”) all or any part of its authority as set forth in (i) through (x)above.  All references in the Plan to the powers of a Subcommittee to act for the Committee shall be applicable only to the extent consistent with the forgoing provision and only to the extend consistent with the powers which have actually beendelegated to it.  All decisions, determinations and interpretations of the Committee, or Subcommittee, to the extent consistent with such delegation, shall be final and binding.

**ARTICLE IV.  SHARES SUBJECT TO PLAN**

               The maximum number of Shares that maybe made subject to Options granted pursuant to the Plan is 1,250,000 (or the number and kind of Shares or other securities which are substituted for those Shares or to which those Shares are adjusted pursuant to the provisions of Article VIII of thePlan).  The maximum number of Shares with respect to which Options may be granted to any one person during the term of the plan shall not exceed 400,000 (or the number and kind of Shares or other securities which are substituted for thoseShares or to which those Shares are adjusted pursuant to the provisions of Article VIII of the Plan).  The Corporation shall reserve such number of Shares for the purposes of the Plan out of its authorized but unissued shares, or out of Sharesheld in the Corporation’s treasury, or partly out of each, as shall be determined by the Board.  No fractional Shares shall be issued with respect to Options granted under the Plan.  Once this Plan is approved by Shareholders inaccordance with Article XIII, no further Options shall be awarded by the Corporation under the Corporation’s 1995 or 1999 Stock Option Plans.

               In the event that any outstanding Option under the Plan for any reason expires, is terminated, forfeited or is cancelled prior to theexpiration date of the Plan, the Shares called for by the unexercised portion of such Option shall again be subject to an Option under the Plan.

**ARTICLE V.  ELIGIBILITY FORAWARD OF OPTIONS**

               The Committee may designate any officer of the Corporation, any group or divisionalofficer, and any other key Employee of the Corporation or a Subsidiary as eligible to receive Options under the Plan.  Non-employee directors shall not be eligible to participate in the Plan.

**ARTICLE VI.  GRANT OF OPTIONS**

               The Committee (or Subcommittee) may, in itssole discretion, grant Options to such officers and key Employees of the Corporation or a Subsidiary as it determines appropriate consistent with Article V.  Options shall be evidenced by Option agreements (which need not be identical) in suchforms as the Committee may from time to time approve.

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               Option agreements shall conform to the terms and conditions of the Plan.  Suchagreements may provide that the grant of any Option under the Plan, or that Stock acquired pursuant to the exercise of any Option, shall be subject to such other conditions (whether or not applicable to the Option or Stock received by any otheroptionee) as the Committee determines appropriate, including, without limitation, provisions conditioning exercise upon the occurrence of certain events or performance or the passage of time, provisions to assist the optionee in financing thepurchase of Stock through the exercise of Options, provisions for forfeiture, or restrictions on resale or other disposition, of shares acquired under the Plan, provisions giving the Corporation the right to repurchase shares acquired under the Planin the event the Participant elects to dispose of such shares, and provisions to comply with federal and state securities laws and federal and state income tax and other payroll tax withholding requirements.  Options granted under this Planwhich are intended to qualify as Incentive Options shall be specifically designated as such in the Option agreement.

               6.1.  **OPTION PRICE. **The exercise price for each Option granted under the Plan shall be determined by the Committee orSubcommittee; provided, however, that it shall not be less than the fair market value of the Stock on the date of grant.  The fair market value shall be deemed for all purposes of the Plan to be the mean between the highest and lowest saleprices reported as having occurred on any national stock exchange with which the Stock may be listed and traded on the date chosen to determine such fair market value, or, if there are no such sales on that date, then on the last preceding date onwhich such a sale was reported.  If the Stock is not listed on any exchange but the Stock is quoted on the National Market System of the National Association of Securities Dealers Automated Quotation (NASDAQ) System on a last sale basis, thenthe fair market value of the Stock shall be deemed to be the mean between the high and low price reported on the date of grant.  If the Stock is not quoted on the NASDAQ on a last sale basis, then the fair market value of the Stock shall meanthe amount determined by the Board to be the fair market value based upon a good faith attempt to value the Stock accurately and computed in accordance with applicable regulations of the Internal Revenue Service.

               6.2.  **EXERCISABILITY AND TERMS OF OPTIONS. **The Committee or Subcommittee shall determine the dates after which Optionsmay be exercised, in whole or in part, and may establish a vesting schedule that must be satisfied before Options may be exercised; provided, however, that no Option may be exercisable within six months of the date it is granted.  If an Optionis exercisable in installments, installments which are exercisable and not exercised shall remain exercisable.

               Subject to Section 6.7 in the case of Incentive Options, all Options shall have a term of no more than ten years from the date of grant;provided, however, that upon the Termination of Service of a Participant, Options that have not become exercisable before the date the Participant Terminates Service shall be forfeited and terminated immediately.  Without limiting theforegoing, no Option shall be exercisable after the date of termination, if the Termination of Service is by the Corporation or any Subsidiary for Cause.

               If a Participant shall Terminate Service by reason of his death or Disability, all vested Options held by such Participant may beexercised by the Participant, his estate or beneficiary, or his representative, as the case may be, for a period of six months from the date of such Termination, or until the expiration of the stated term of such Option, whichever period isshorter.  If a Participant shall Terminate Service by reason of Retirement, voluntary resignation or dismissal without Cause, all vested Options held by such Participant may be exercised for a period of sixty (60) days from the date ofTermination or until the expiration of the stated term of such Option, whichever period is shorter.

               In theevent of a Change In Control, any Option granted under the Plan to a Participant which has not, as of the date of the Change In Control, become exercisable, shall become fully exercisable.

               6.3.  **NON-TRANSFERABILITY OF OPTION RIGHTS. **No Option shall be transferable except by will or the laws of descent anddistribution, and then shall be limited by Section 6.2.  During the lifetime of the Participant, the Option shall be exercisable only by him.  Notwithstanding anything to the contrary in this Plan, the Committee may, in its discretion,authorize all or a portion of any Non-qualified Options heretofore granted or hereafter to be granted to a Participant to permit a transfer without value or for value (i.e., a sale) by such Participant to Family Members, provided that (i) the Optionagreement pursuant to which such Options are granted or an amendment permitting transferability is approved by the Committee, and expressly provides for transferability in a manner consistent with this Section, and (ii) subsequent transfers oftransferred Options are prohibited except by

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will or the laws of descent and distribution.  As used herein, the term “Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent,spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant oremployee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity, including a family limitedpartnership or limited liability company in which these persons (or the Participant) own more than fifty percent of the voting interests.  

               Following transfer, any such Options shall continue to be subject to the same terms and conditions as were applicable immediately priorto transfer.  Provisions in the Plan and the Option agreement applicable to an option held by a Participant upon termination of such Participant’s employment for any reason (including death or disability) shall be equally applicable tosuch options when held by a transferee.  In any permitted transfer for value, the transferee shall acknowledge in writing to the Company that the shares to be received upon exercise of the Option will not be registered under the federal orstate securities laws and may not be resold except pursuant to an applicable exemption.  The following transactions shall not be considered transfers for value: (i) a transfer under a domestic relations order in settlement of marital propertyrights; and (ii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Optionee) in exchange for an interest in that entity. 

               6.4.  **NO OBLIGATION TO EXERCISE OPTION. **The grant of an Option shall impose no obligation on the Participant toexercise such Option.

               6.5.  **CANCELLATION OF OPTIONS**.  The Committee (or Subcommittee), inits discretion, may, with the consent of any Participant, cancel any outstanding Option.

               6.6. **NO****RIGHTS AS A STOCKHOLDER. **A Participant or a transferee of an Option shall have no rights as a stockholder with respect to any Share covered by his Option until he shall have become the holder of record of such Share, and heshall not be entitled to any dividends or distributions or other rights in respect of such Share for which the record date is prior to the date on which be shall have become the holder of record thereof.

               6.7.  **SPECIAL PROVISIONS APPLICABLE TO INCENTIVE OPTIONS. **To the extent the aggregate fair market value (determined asof the time the Option is granted) of the Stock with respect to which any Options granted hereunder which are intended to be Incentive Options may be exercisable for the first time by the Participant in any calendar year (under this Plan or anyother stock option plan of the Corporation or any parent or Subsidiary thereof) exceeds $100,000, such Options shall not be considered Incentive Options.

               No Incentive Option may be granted to an individual who, at the time the Option is granted, owns directly, or indirectly within themeaning of Section 424(d) of the Code, stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Corporation or of any parent or Subsidiary thereof, unless such Option (i) has an Option price of at least110 percent of the fair market value of the Stock on the date of the grant of such option and (ii) cannot be exercised more than five years after the date it is granted.

               Each Participant who receives an Incentive Option must agree to notify the Corporation in writing immediately after the Participantmakes a disqualifying disposition of any Stock acquired pursuant to the exercise of an Incentive Option.  A disqualifying disposition is any disposition (including any sale) of such Stock before the later of (i) two years after the date theoptionee was granted the Incentive Option or (ii) one year after the date the Participant acquired Stock by exercising the Incentive Option.  Any transfer of ownership to a broker or nominee shall be deemed to be a disposition unless theParticipant provides proof satisfactory to the Committee of his continued beneficial ownership of the Stock.

               Any other provision of the Plan to the contrary notwithstanding, no Incentive Option shall be granted after the date which is ten yearsfrom the date this Plan is adopted, or the date the Plan is approved by the stockholders, whichever is earlier.

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**ARTICLE VII.  EXERCISE OF OPTION**

               Any Option may be exercised in whole or in part at any time subsequent to such Option becoming exercisable during the term of suchOption; provided, however, that each partial exercise shall be for whole Shares only.  Each Option, or any exercisable portion thereof, may only be exercised by delivery to the Secretary or his office of (i) notice in writing signed by theParticipant (or other person then entitled to exercise such Option) that such Option, or a specified portion thereof, is being exercised;  (ii) payment in full for the purchased Shares (as specified in Section 7.2 below); (iii) suchrepresentations and documents as are necessary or advisable to effect compliance with all applicable provisions of Federal or state securities laws or regulations;  (iv) in the event that the Option or portion thereof shall be exercisedpursuant to Section 6.3 by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option or portion thereof; and  (v) full payment to the Corporation of all amounts which,under federal or state law, it is required to withhold upon exercise of the Option.

               7.1.  **SHARECERTIFICATES. **Upon receiving notice and payment, the Corporation will cause to be delivered to the Participant, as soon as practicable, a certificate in the Participant’s name for the Shares purchased.  The Shares issuable anddeliverable upon the exercise of a Stock Option shall be fully paid and non-assessable.  The Corporation shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the complete or partial exercise of theStock Option prior to fulfillment of (i) the completion of any registration or other qualification of such Shares under any federal or state law or under rulings or regulations of the Securities and Exchange Commission or of any other governmentalregulatory body which may be necessary or advisable and (ii) the obtaining of any approval or other clearance from any federal or state governmental agency which may be necessary or advisable.

               7.2.  **PAYMENT FOR SHARES. **Payment for Shares purchased under an Option granted hereunder shall be made in full uponexercise of the Option, by certified or bank cashier’s check payable to the order of the Corporation or, unless otherwise prohibited by the terms of an Option agreement, by one or more of the following:  (i) in the form of unrestrictedShares already owned by the Participant based in any such instance on the fair market value of the unrestricted Shares on the date the Option is exercised; provided, however, that, in the case of an Incentive Option, the right to make a payment inthe form of already owned Shares may be authorized only at the time the Option is granted; (ii) by delivering a properly executed exercise notice to the Corporation, together with a copy of irrevocable instructions to a broker to deliver promptly tothe Corporation the amount of sale or loan proceeds to pay the purchase price; (iii) by a combination thereof, in each case in the manner provided in the Option agreement; or (iv) by any other means acceptable to the Corporation.  To facilitatethe foregoing, the Corporation may enter into agreements for coordinated procedures with one or more brokerage firms.  To the extent the Option exercise price may be paid in Shares as provided above, Shares delivered by the Participant may be(i) Shares which were received by the Participant upon exercise of one or more Incentive Options, but only if such Shares have been held by the Participant for at least the greater of (a) two years from the date the Incentive Options were granted or(b) one year after the transfer of Shares to the Participant, or (ii) Shares which were received by the Participant upon exercise of one or more Non-qualified Options, but only if such Shares have been held by the Participant for at least sixmonths.

               7.3.  **SHARE WITHHOLDING. **The Committee shall require that a Participant pay to theCorporation, at the time of exercise of a Nonqualified Option, such amount as the Committee deems necessary to satisfy the Corporation’s obligation to withhold federal or state income or other taxes incurred by reason of the exercise or thetransfer of Shares thereupon.  A Participant may satisfy such withholding requirements by having the Corporation withhold from the number of Shares otherwise issuable upon exercise of the Option that number of shares having an aggregate fairmarket value on the date of exercise equal to the minimum amount required by law to be withheld; provided, however, that in the case of an exercise by a Participant subject to Section 16(b) of the Exchange Act, the Participant must (i) exercise theOption during the period beginning on the third business day following the date of release to the press of the quarterly or annual summary of earnings for the Corporation, and ending on the twelfth business day following such date, or (ii)irrevocably elect to utilize Share withholding at least six months prior to the date of exercise.

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**ARTICLE VIII.  ADJUSTMENT FOR RECAPITALIZATION, ETC.**

               The aggregate number of Shares which may be purchased pursuant to Options granted, the number of Shares covered by each outstandingOption, and the price per share thereof in each such Option shall be appropriately adjusted for any increase or decrease in the number of outstanding Shares resulting from a stock split or other subdivision or consolidation of Shares or for othercapital adjustments or payments of stock dividends or distributions, other increases or decreases in the outstanding Shares effected without receipt of consideration by the Corporation, or reorganization, merger or consolidation, or other similarchange affecting the Shares.

               Such adjustment to an Option shall be made without a change to the total priceapplicable to the unexercised portion of the Option (except for any change in the aggregate price resulting from rounding-off of Share quantities or prices).  Any such adjustment made by the Committee shall be final and binding upon allParticipants, the Corporation, their representatives, and all other interested persons.  No fractional Shares shall be issued as a result of such adjustment.

               In the event of a Change in Control involving (i) the liquidation or dissolution of the Corporation, (ii) a merger or consolidation inwhich the Corporation is not the surviving corporation or (iii) the sale or disposition of all or substantially all of the Corporation’s assets, provision shall be made in connection with such transaction for the assumption of Optionstheretofore granted under the Plan, or the substitution for such Options of new options of the successor corporation, with appropriate adjustment as to the number and kind of Shares and the purchase price for Shares thereunder, or, in the discretionof the Committee, the Plan and the Options issued hereunder shall terminate on the effective date of such transaction if appropriate provision is made for payment to the Participant of an amount in cash equal to the fair market value of the Optionsless the exercise price for such Options.

**ARTICLE IX.  GOVERNMENT REGULATIONS AND REGISTRATION OF SHARES**

               The Plan, and the grant and exercise of Options thereunder, and the Corporation’s obligation to sell and deliver stock under suchOptions, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.

               Each Option is subject to the requirement that if, at any time, the Committee determines, in its absolute discretion, that the listing,registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or NASDAQ or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as acondition of, or in connection with, the issuance of Shares, no Shares shall be issued, in whole or in part, unless such listing, registration, qualification, consent or approval has been effected or obtained, free of any conditions not acceptableto the Committee.  The Corporation shall not be deemed, by reason of the granting of any Option, to have any obligation to register the Shares subject to such Option under the Securities Act or to maintain in effect any registration of suchShares which may be made at any time under the Securities Act.

               Unless a registration statement under theSecurities Act and the applicable rules and regulations thereunder is then in effect with respect to Shares issued upon exercise of any Option (which registration shall not be required), the Corporation shall require that the offer and sale of suchshares be exempt from the registration provisions of said Act.  In furtherance of such exemption, the Corporation may require, as a condition precedent to the exercise of any Option, that the person exercising the Option give to the Corporationwritten representation and undertaking, satisfactory in form and substance to the Corporation, that he is acquiring the Shares for his own account for investment and not with a view to the distribution or resale thereof and otherwise establish tothe Corporation’s satisfaction that the offer or sale of the Shares issuable upon exercise of the Option will not constitute or result in any breach or violation of the Securities Act or any similar state act or statute or any rules orregulations thereunder.  In the event a Registration Statement under the Securities Act is not then in effect with respect to the Shares issued upon exercise of an Option, the Corporation shall place upon any stock certificate an appropriatelegend referring to the restrictions on disposition under the Act.

               The Corporation is relieved from anyliability for the non-issuance or non-transfer or any delay in issuance or transfer of any Shares subject to Options under the Plan which results from the inability of the

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Corporation to obtain, or in any delay in obtaining, from any regulatory body having jurisdiction, all requisite authority to issue or transfer Shares upon exercise of theOptions under the Plan if counsel for the Corporation deems such authority necessary for lawful issuance or transfer of any such Shares.  Appropriate legends may be placed on the stock certificates evidencing Shares issued upon exercise ofOptions to reflect such transfer restrictions.

**ARTICLE X.  OTHER PROVISIONS**

               The validity, interpretation and administration of the Plan and any rules, regulations, determinations or decisions made thereunder, andthe rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with the laws of the State of New Jersey.

               As used herein, the masculine gender shall include the feminine gender.

               The headings in the Plan are for reference purposes only and shall not affect the meaning or interpretation of the Plan.

               All notices or other communications made or given pursuant to this Plan shall be in writing and shall be sufficientlymade or given if hand-delivered or mailed by certified mail, addressed to any Participant at the address contained in the records of the Corporation or to the Corporation at its principal office.

               The proceeds received from the sale of Shares pursuant to the Plan shall be used for general corporate purposes.

               Nothing in the Plan or in any Option granted hereunder shall confer on any Participant or eligible Employee any right to continuein the employ of the Corporation or any of its Subsidiaries, or to interfere in any way with the right of the Corporation or any of its Subsidiaries to terminate such Participant’s or Employee’s employment at any time.

               The Plan is intended to comply with Rule 16b-3 promulgated under the Exchange Act, and the Committee shall interpret andadminister the provisions of the Plan or any Option in a manner consistent therewith.  Any provisions inconsistent with such Rule shall be inoperative and shall not affect the validity of the Plan.

               All expenses and costs incurred in connection with the operation of the Plan shall be borne by the Corporation.

               The adoption of this Plan shall not affect any other compensation or incentive plans in effect for the Corporation.  Nothingin this Plan shall be construed to limit the right of the Corporation (i) to establish, alter or terminate any other forms of incentives, benefits or compensation for Employees of the Corporation, including, without limitation, conditioning theright to receive other incentives, benefits or compensation on an Employee not participating in this Plan; or (ii) to grant or assume options otherwise than under this Plan in connection with any proper corporate purpose, including, withoutlimitation, the grant or assumption of stock options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock, or assets of any corporation, firm or association.

               Participants shall have no rights as shareholders unless and until certificates for Shares are registered in their names in satisfactionof a properly exercised Option.

               If the Committee or Subcommittee shall find that any person to whom anyamount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefore has been made by a duly appointed legalrepresentative), may, if the Committee or Subcommittee so directs the Corporation, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee

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to be a proper recipient on behalf of such person otherwise entitled to payment.  Any such payment shall be a complete discharge of the liability of the Committee and theCorporation therefore.

**ARTICLE XI.  EFFECTIVE DATE AND EXPIRATION DATE OF PLAN**

               The Plan was approved by the Board on February 20, 2002 and is subject to approval by the stockholders of the Corporation in a mannerwhich complies with Section 422 of the Code and applicable national stock exchange listing rules.  The expiration date of the Plan, after which no Option may be granted hereunder, shall be February 20, 2012, provided the Plan is approved byshareholders at the Annual Meeting on April 17, 2002.

**ARTICLE XII.  AMENDMENT OR DISCONTINUANCE OF PLAN**

               The Board may, without the consent of the Corporation’s stockholders or Participants under the Plan, at any time terminate the Planentirely, and at any time or from time to time amend or modify the Plan, provided that no such action shall adversely affect Options theretofore granted hereunder without the Participant’s consent, and provided further that no such action bythe Board, without approval of the stockholders, may (i) increase the total number of Shares which may be purchased or acquired pursuant to Options granted under the Plan, either in the aggregate or for any Participant or eligible Employee, exceptas contemplated in Article VIII; (ii) expand the class of employees eligible to receive Options under the Plan; (iii) decrease the minimum Option price; or (iv) extend the maximum term of Options granted hereunder.

               No amendment or modification may become effective if it would cause the Plan to fail to meet the applicable requirements of Rule16b-3.  Notwithstanding anything herein to the contrary, no provision of the Plan shall be amended more than once in any six month period, other than to comport with changes in the Code, the Exchange Act or the rules thereunder.

**ARTICLE XIII.  SHAREHOLDER APPROVAL**

               Anythingin the Plan to the contrary notwithstanding, the grant of Options hereunder shall be of no force or effect, and no Option granted hereunder shall vest or become exercisable in any respect, unless and until the Plan is approved by the affirmativevote of a majority of the votes cast at a meeting a shareholders of the Corporation within 12 months after the plan is adopted by the Board.

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