EXHIBIT 10.2


                             FFY FINANCIAL CORP.

            AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN


      1.  Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, officers and employees of the
Corporation and its Affiliates. It is intended that designated Options
granted pursuant to the provisions of this Plan to persons employed by the
Corporation or its Affiliates will qualify as Incentive Stock Options.
Options granted to persons who are not employees will be Non-Qualified
Stock Options.

      2.  Definitions. The following definitions are applicable to the
Plan:

            "Affiliate" - means any "parent corporation" or "subsidiary
      corporation" of the Corporation, as such terms are defined in Section
      424(e) and (f), respectively, of the Code.

            "Bank" - means FFY Bank and any successor entity.

            "Award" - means the grant of an Incentive Stock Option, a Non-
      Qualified Stock Option, a Stock Appreciation Right, a Limited Stock
      Appreciation Right, or of Restricted Stock, or any combination
      thereof, as provided in the Plan.

            "Cause" - means termination of the employment of the
      Participant with either the Corporation or the Bank, as the case may
      be, because of the Participant's dishonesty, incompetence, willful
      misconduct, breach of a fiduciary duty involving personal profit,
      intentional failure to perform stated duties, or willful violation of
      any law, rule, or regulation (excluding violations which do not have
      a material adverse affect on the Corporation or the Bank) or final
      cease-and-desist order. No act or failure to act by the Participant
      shall be considered willful unless the Participant acted or failed to
      act with an absence of good faith and without a reasonable belief
      that his action or failure to act was in the best interest of the
      Corporation.

            "Code" - means the Internal Revenue Code of 1986, as amended.

            "Committee" - means the Committee referred to in Section 3
      hereof.

            "Continuous Service" - means the absence of any interruption or
      termination of service as a director, advisory director, officer or
      employee of the Corporation or an Affiliate, except that when used
      with respect to persons granted an Incentive Option means the absence
      of any interruption or termination of service as an employee of the
      Corporation or an Affiliate. Service shall not be considered
      interrupted in the case of sick leave, military leave or any other
      leave of absence approved by the Corporation or in the case of
      transfers between payroll locations of the Corporation or between the
      Corporation, its parent, its subsidiaries or its successor. With
      respect to any advisory director, continuous service shall mean
      availability to perform such functions as may be required of the
      Bank's advisory directors.

            "Corporation" - means FFY Financial Corp., a Delaware
      corporation.

            "Employee" - means any person, including an officer or
      director, who is employed by the Corporation or any Affiliate.

            "ERISA" - means the Employee Retirement Income Security Act of
      1974, as amended.

            "Exercise Price" - means (i) in the case of an Option, the
      price per Share at which the Shares subject to such Option may be
      purchased upon exercise of such Option and (ii) in the case of a
      Right, the price per Share (other than the Market Value per Share on
      the date of exercise and the Offer Price per Share as defined in
      Section 10 hereof) which, upon grant, the Committee determines shall
      be utilized in calculating the aggregate value which a Participant
      shall be entitled to receive pursuant to Sections 9, 10 or 13 hereof
      upon exercise of such Right.

            "Incentive Stock Option" - means an option to purchase Shares
      granted by the Committee pursuant to Section 6 hereof which is
      subject to the limitations and restrictions of Section 8 hereof and
      is intended to qualify under Section 422 of the Code. Unless
      otherwise set forth in the Award Agreement, any Option which does not
      qualify as an Incentive Stock Option for any reason shall be deemed
      ab initio to be a Non-Qualified stock Option.

            "Limited Stock Appreciation Right" - means a stock appreciation
      right with respect to Shares granted by the Committee pursuant to
      Sections 6 and 10 hereof.

            "Market Value" - means the average of the high and low quoted
      sales price on the date in question (or, if there is no reported sale
      on such date, on the last preceding date on which any reported sale
      occurred) of a Share on the Composite Tape for the New York Stock
      Exchange-Listed Stocks, or, if on such date the Shares are not quoted
      on the Composite Tape, on the New York Stock Exchange, or, if the
      Shares are not listed or admitted to trading on such Exchange, on the
      principal United States securities exchange registered under the
      Securities Exchange Act of 1934 on which the Shares are listed or
      admitted to trading, or, if the Shares are not listed or admitted to
      trading on any such exchange, the mean between the closing high bid
      and low asked quotations with respect to a Share on such date on the
      National Association of Securities Dealers, Inc., Automated
      Quotations System, or any similar system then in use, or, if no such
      quotations are available, the fair market value on such date of a
      Share as the Committee shall determine.

            "Non-Employee Director" - means a director who a) is not
      currently an officer or employee of the Corporation; b) is not a
      former employee of the Corporation who receives compensation for
      prior services (other than from a tax-qualified retirement plan); c)
      has not been an officer of the Corporation; d) does not receive
      remuneration from the Corporation in any capacity other than as a
      director; and e) does not possess an interest in any other
      transactions or is not engaged in a business relationship for which
      disclosure would be required under Item 404(a) or (b) of Regulation
      S-K.

            "Non-Qualified Stock Option" - means an option to purchase
      Shares granted by the Committee which does not qualify, for any
      reason, as an Incentive Stock Option.

            "Option" - means an Incentive Stock Option or a Non-Qualified
      Stock Option.

            "Participant" - means any director, advisory director, officer
      or employee of the Corporation or any Affiliate who is selected by
      the Committee to receive an Award.

            "Plan" - means the 1993 Stock Option and Incentive Plan of the
      Corporation, as amended.

            "Related" - means (i) in the case of a Right, a Right which is
      granted in connection with, and to the extent exercisable, in whole
      or in part, in lieu of, an Option or another Right and (ii) in the
      case of an Option, an Option with respect to which and to the extent
      a Right is exercisable, in whole or in part, in lieu thereof has been
      granted.

            "Restricted Period" - means the period of time selected by the
      Committee for the purpose of determining when restrictions are in
      effect under Section 11 hereof with respect to Restricted Stock
      awarded under the Plan.

            "Restricted Stock" - means Shares which have been contingently
      awarded to a Participant by the Committee subject to the restrictions
      referred to in Section 11 hereof, so long as such restrictions are in
      effect.

            "Right" - means a Limited Stock Appreciation Right or a Stock
      Appreciation Right.

            "Shares" - means the shares of common stock of the Corporation.

            "Stock Appreciation Right" - means a stock appreciation right
      with respect to Shares granted by the Committee pursuant to Sections
      6 and 9 hereof.

            "Ten Percent Beneficial Owner" - means the beneficial owner of
      more than ten percent of any class of the Corporation's equity
      securities registered pursuant to Section 12 of the Securities
      Exchange Act of 1934.

      3.  Administration. The Plan shall be administered by a Committee
consisting of two or more members, each of whom shall be a Non-Employee
Director. The members of the Committee shall be appointed by the Board of
Directors of the Corporation. Except as limited by the express provisions
of the Plan, the Committee shall have sole and complete authority and
discretion to (i) select Participants and grant Awards; (ii) determine the
number of Shares to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii) determine the terms and
conditions upon which Awards shall be granted under the Plan; (iv)
prescribe the form and terms of instruments evidencing such grants; and (v)
establish from time to time regulations for the administration of the Plan,
interpret the Plan, and make all determinations deemed necessary or
advisable for the administration of the Plan.

      A majority of the Committee shall constitute a quorum, and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee without
a meeting, shall be acts of the Committee.

      4.  Participation in Committee Awards. The Committee may select from
time to time Participants in the Plan from those directors, advisory
directors, officers and employees of the Corporation or its Affiliates who,
in the opinion of the Committee, have the capacity for contributing to the
successful performance of the Corporation or its Affiliates.

      5.  Shares Subject to Plan. Subject to adjustment by the operation of
Section 12 hereof, the maximum number of Shares with respect to which
Awards may be made under the Plan is 1,326,000, which has been adjusted for
the 100% stock dividend in 1999. The Shares with respect to which Awards
may be made under the Plan may be either authorized and unissued shares or
issued shares heretofore or hereafter reacquired and held as treasury
shares. Shares which are subject to Related Rights and Related Options
shall be counted only once in determining whether the maximum number of
Shares with respect to which Awards may be granted under the Plan has been
exceeded. An Award shall not be considered to have been made under the Plan
with respect to any Option or Right which terminates or with respect to
Restricted Stock which is forfeited, and new Awards may be granted under
the Plan with respect to the number of Shares as to which such termination
or forfeiture has occurred.

      6.  General Terms and Conditions of Options and Rights. The Committee
shall have full and complete authority and discretion, except as expressly
limited by the Plan, to grant Options and/or Rights and to provide the
terms and conditions (which need not be identical among Participants)
thereof. In particular, the Committee shall prescribe the following terms
and conditions: (i) the Exercise Price of any Option or Right, which shall
not be less than the Market Value per Share at the date of grant of such
Option or Right, (ii) the number of Shares subject to, and the expiration
date of, any Option or Right, which expiration date shall not exceed ten
years from the date of grant, (iii) the manner, time and rate (cumulative
or otherwise) of exercise of such Option or Right, and (iv) the
restrictions, if any, to be placed upon such Option or Right or upon Shares
which may be issued upon exercise of such Option or Right. The Committee
may, as a condition of granting any Option or Right, require that a
Participant agree not to thereafter exercise one or more Options or Rights
previously granted to such Participant. Notwithstanding the foregoing, no
individual shall be granted Awards with respect to more than 400,000 Shares
in any calendar year.

      7.  Exercise of Options or Rights.
      (a) Except as provided herein, an Option or Right granted under the
Plan shall be exercisable during the lifetime of the Participant to whom
such Option or Right was granted only by such Participant and, except as
provided in paragraphs (c) and (d) of this Section 7, no such Option or
Right may be exercised unless at the time such Participant or a permitted
transferee exercises such Option or Right, such Participant has maintained
Continuous Service since the date of grant of such Option or Right.

      (b) To exercise an Option or Right under the Plan, the Participant to
whom such Option or Right was granted shall give written notice to the
Corporation in form satisfactory to the Committee (and, if partial
exercises have been permitted by the Committee, by specifying the number of
Shares with respect to which such Participant elects to exercise such
Option or Right) together with full payment of the Exercise Price, if any
and to the extent required. The date of exercise shall be the date on which
such notice is received by the Corporation. Payment, if any is required,
shall be made either (i) in cash (including check, bank draft or money
order) or (ii) by delivering (A) Shares already owned by the Participant
and having a fair market value equal to the applicable exercise price, such
fair market value to be determined in such appropriate manner as may be
provided by the Committee or as may be required in order to comply with or
to conform to requirements of any applicable laws or regulations, or (B) a
combination of cash and such Shares.

      (c) If a Participant to whom an Option or Right was granted shall
cease to maintain Continuous Service for any reason (including total or
partial disability and normal or early retirement, but excluding death and
termination of employment by the Corporation or any Affiliate for Cause),
such Participant may, but only within the period of three months
immediately succeeding such cessation of Continuous Service and in no event
after the expiration date of such Option or Right, exercise such Option or
Right to the extent that such Participant was entitled to exercise such
Option or Right at the date of such cessation, provided, however, that such
right of exercise after cessation of Continuous Service shall not be
available to a Participant if the Committee otherwise determines and so
provides in the applicable instrument or instruments evidencing the grant
of such Option or Right. If the Continuous Service of a Participant to whom
an Option or Right was granted by the Corporation is terminated for Cause,
all rights under any Option or Right of such Participant shall expire
immediately upon the giving to the Participant of notice of such
termination.

      (d) In the event of the death of a Participant while in the
Continuous Service of the Corporation or an Affiliate or within the three
month period referred to in paragraph (c) of this Section 7, the person to
whom any Option or Right held by the Participant at the time of his death
is transferred by will or the laws of descent and distribution, or in the
case of an Award other than an Incentive Stock Option, pursuant to a
qualified domestic relations order, as defined in the Code or Title I of
ERISA or the rules thereunder may, but only to the extent such Participant
was entitled to exercise such Option or Right immediately prior to his
death, exercise such Option or Right at any time within a period of one
year succeeding the date of death of such Participant, but in no event
later than ten years from the date of grant of such Option or Right.
Following the death of any Participant to whom an Option was granted under
the Plan, irrespective of whether any Related Right shall have theretofore
been granted to the Participant or whether the person entitled to exercise
such Related Right desires to do so, the Committee may, as an alternative
means of settlement of such Option, elect to pay to the person to whom such
Option is transferred by will or by the laws of descent and distribution,
or in the case of an Option other than an Incentive Stock Option, pursuant
to a qualified domestic relations order, as defined in the Code or Title I
of ERISA or the rules thereunder, the amount by which the Market Value per
Share on the date of exercise of such Option shall exceed the Exercise
Price of such Option, multiplied by the number of Shares with respect to
which such Option is properly exercised. Any such settlement of an Option
shall be considered an exercise of such Option for all purposes of the
Plan.

      8.  Incentive Stock Options. Incentive Stock Options may be granted
only to Participants who are Employees. Any provision of the Plan to the
contrary notwithstanding, (i) no Incentive Stock Option shall be granted
more than ten years from the date the Plan is adopted by the Board of
Directors of the Corporation and no Incentive Stock Option shall be
exercisable more than ten years from the date such Incentive Stock Option
is granted, (ii) the Exercise Price of any Incentive Stock Option shall not
be less than the Market Value per Share on the date such Incentive Stock
Option is granted, (iii) any Incentive Stock Option shall not be
transferable by the Participant to whom such Incentive Stock Option is
granted other than by will or the laws of descent and distribution, and
shall be exercisable during such Participant's lifetime only by such
Participant, (iv) no Incentive Stock Option shall be granted to any
individual who, at the time such Incentive Stock Option is granted, owns
stock possessing more than ten percent of the total combined voting power
of all classes of stock of the Corporation or any Affiliate unless the
Exercise Price of such Incentive Stock Option is at least 110 percent of
the Market Value per Share at the date of grant and such Incentive Stock
Option is not exercisable after the expiration of five years from the date
such Incentive Stock Option is granted, and (v) the aggregate Market Value
(determined as of the time any Incentive Stock Option is granted) of the
Shares with respect to which Incentive Stock Options are exercisable for
the first time by a Participant in any calendar year shall not exceed
$100,000.

      9.  Stock Appreciation Rights. A Stock Appreciation Right shall, upon
its exercise, entitle the Participant to whom such Stock Appreciation Right
was granted to receive a number of Shares or cash or combination thereof,
as the Committee in its discretion shall determine, the aggregate value of
which (i.e., the sum of the amount of cash and/or Market Value of such
Shares on date of exercise) shall equal (as nearly as possible, it being
understood that the Corporation shall not issue any fractional shares) the
amount by which the Market Value per Share on the date of such exercise
shall exceed the Exercise Price of such Stock Appreciation Right,
multiplied by the number of Shares with respect of which such Stock
Appreciation Right shall have been exercised. A Stock Appreciation Right
may be Related to an Option or may be granted independently of any Option
as the Committee shall from time to time in each case determine. At the
time of grant of an Option the Committee shall determine whether and to
what extent a Related Stock Appreciation Right shall be granted with
respect thereto; provided, however, and notwithstanding any other provision
of the Plan, that if the Related Option is an Incentive Stock Option, the
Related Stock Appreciation Right shall satisfy all the restrictions and
limitations of Section 8 hereof as if such Related Stock Appreciation Right
were an Incentive Stock Option and as if other rights which are Related to
Incentive Stock Options were Incentive Stock Options. In the case of a
Related Option, such Related Option shall cease to be exercisable to the
extent of the Shares with respect to which the Related Stock Appreciation
Right was exercised. Upon the exercise or termination of a Related Option,
any Related Stock Appreciation Right shall terminate to the extent of the
Shares with respect to which the Related Option was exercised or
terminated.

      10.  Limited Stock Appreciation Rights. At the time of grant of an
Option or Stock Appreciation Right to any Participant, the Committee shall
have full and complete authority and discretion to also grant to such
Participant a Limited Stock Appreciation Right which is Related to such
Option or Stock Appreciation Right; provided, however and notwithstanding
any other provision of the Plan, that if the Related Option is an Incentive
Stock Option, the Related Limited Stock Appreciation Right shall satisfy
all the restrictions and limitations of Section 8 hereof as if such Related
Limited Stock Appreciation Right were an Incentive Stock Option and as if
all other Rights which are Related to Incentive Stock Options were
Incentive Stock Options. Notwithstanding any other provision of the Plan, a
Limited Stock Appreciation Right shall be exercisable only during the
period beginning on the first day following the date of expiration of any
"offer" (as such term is hereinafter defined) and ending on the forty-fifth
day following such date.

      A Limited Stock Appreciation Right shall, upon its exercise, entitle
the Participant to whom such Limited Stock Appreciation Right was granted
to receive an amount of cash equal to the amount by which the "Offer Price
per Share" (as such term is hereinafter defined) or the Market Value on the
date of such exercise, as shall have been provided by the Committee in its
discretion at the time of grant, shall exceed the Exercise Price of such
Limited Stock Appreciation Right, multiplied by the number of Shares with
respect to which such Limited Stock Appreciation Right shall have been
exercised. Upon the exercise of a Limited Stock Appreciation Right, any
Related Option and/or Related Stock Appreciation Right shall cease to be
exercisable to the extent of the Shares with respect to which such Limited
Stock Appreciation Right was exercised. Upon the exercise or termination of
a Related Option or Related Stock Appreciation Right, any Related Limited
Stock Appreciation Right shall terminate to the extent of the Shares with
respect to which such Related Option or Related Stock Appreciation Right
was exercised or terminated.

      For the purposes of this Section 10, the term "Offer" shall mean any
tender offer or exchange offer for Shares other than one made by the
Corporation, provided that the corporation, person or other entity making
the offer acquires pursuant to such offer either (i) 25% of the Shares
outstanding immediately prior to the commencement of such offer or (ii) a
number of Shares which, together with all other Shares acquired in any
tender offer or exchange offer (other than one made by the Corporation)
which expired within sixty days of the expiration date of the offer in
question, equals 25% of the Shares outstanding immediately prior to the
commencement of the offer in question. The term "Offer Price per Share" as
used in this Section 10 shall mean the highest price per Share paid in any
Offer which Offer is in effect any time during the period beginning on the
sixtieth day prior to the date on which a Limited Stock Appreciation Right
is exercised and ending on the date on which such Limited Stock
Appreciation Right is exercised. Any securities or property which are part
or all of the consideration paid for Shares in the Offer shall be valued in
determining the Offer Price per Share at the higher of (A) the valuation
placed on such securities or property by the corporation, person or other
entity making such Offer or (B) the valuation placed on such securities or
property by the Committee.

      11.  Terms and Conditions of Restricted Stock. The Committee shall
have full and complete authority, subject to the limitations of the Plan,
to grant awards of Restricted Stock and, in addition to the terms and
conditions contained in paragraphs (a) through (f) of this Section 11, to
provide such other terms and conditions (which need not be identical among
Participants) in respect of such Awards, and the vesting thereof, as the
Committee shall determine and provide in the agreement referred to in
paragraph (d) of this Section 11.

      (a) At the time of an award of Restricted Stock, the Committee shall
establish for each Participant a Restricted Period during which or at the
expiration of which, as the Committee shall determine and provide in the
agreement referred to in paragraph (d) of this Section 11, the Shares
awarded as Restricted Stock shall vest. Subject to any such other terms and
conditions as the Committee shall provide, shares of Restricted Stock may
not be sold, assigned, transferred, pledged or otherwise encumbered by the
Participant, except as hereinafter provided, during the Restricted Period.
Except for such restrictions, and subject to paragraphs (c), (d) and (e) of
this Section 11 and Section 12 hereof, the Participant as owner of such
shares shall have all the rights of a stockholder, including but not
limited to the right to receive all dividends paid on such shares and the
right to vote such shares. The Committee shall have the authority, in its
discretion, to accelerate the time at which any or all of the restrictions
shall lapse with respect to any shares of Restricted Stock prior to the
expiration of the Restricted Period with respect thereto, or to remove any
or all of such restrictions, whenever it may determine that such action is
appropriate by reason of changes in applicable tax or other laws or other
changes in circumstances occurring after the commencement of such
Restricted Period.

      (b) Except as provided in Section 14 hereof, if a Participant ceases
to maintain Continuous Service for any reason (other than death, total or
partial disability or normal or early retirement) unless the Committee
shall otherwise determine, all shares of Restricted Stock theretofore
awarded to such Participant and which at the time of such termination of
Continuous Service are subject to the restrictions imposed by paragraph (a)
of this Section 11 shall upon such termination of Continuous Service be
forfeited and returned to the Corporation. Unless the Committee shall have
provided in the agreement referred to in paragraph (d) of this Section 11
for a ratable lapse of restrictions with respect to an award of shares of
Restricted Stock during the Restricted Period, if a Participant ceases to
maintain Continuous Service by reason of death, total or partial disability
or normal or early retirement, such portion of such shares of Restricted
Stock awarded to such Participant which at the time of such termination of
Continuous Service are subject to the restrictions imposed by paragraph (a)
of this Section 11 as shall be equal to the portion of the Restricted
Period with respect to such shares which shall have elapsed at the time of
such termination of Continuous Service shall be free of restrictions and
shall not be forfeited.

      (c) Each certificate in respect of shares of Restricted Stock awarded
under the Plan shall be registered in the name of the Participant and
deposited by the Participant, together with a stock power endorsed in
blank, with the Corporation and shall bear the following (or a similar)
legend:

            "The transferability of this certificate and the shares of
      stock represented hereby are subject to the terms and conditions
      (including forfeiture) contained in the 1993 Stock Option and
      Incentive Plan of FFY Financial Corp. and an Agreement entered into
      between the registered owner and FFY Financial Corp. Copies of such
      Plan and Agreement are on file in the offices of the Secretary of FFY
      Financial Corp., 724 Boardman-Poland Road, Youngstown, Ohio 44513."

      (d) At the time of an award of shares of Restricted Stock, the
Participant shall enter into an Agreement with the Corporation in a form
specified by the Committee, agreeing to the terms and conditions of the
award and such other matters as the Committee shall in its sole discretion
determine.

      (e) At the time of an award of shares of Restricted Stock, the
Committee may, in its discretion, determine that the payment to the
Participant of dividends declared or paid on such shares, or specified
portion thereof, by the Corporation shall be deferred until the earlier to
occur of (i) the lapsing of the restrictions imposed under paragraph (a) of
this Section 11 or (ii) the forfeiture of such shares under paragraph (b)
of this Section 11, and shall be held by the Corporation for the account of
the Participant until such time. In the event of such deferral, there shall
be credited at the end of each year (or portion thereof) interest on the
amount of the account at the beginning of the year at a rate per annum as
the Committee, in its discretion, may determine. Payment of deferred
dividends, together with interest accrued thereon as aforesaid, shall be
made upon the earlier to occur of the events specified in (i) and (ii) of
the immediately preceding sentence.

      (f) At the expiration or lapse of the restrictions imposed by
paragraph (a) of this Section 11, the Corporation shall redeliver to the
Participant (or where the relevant provision of paragraph (b) of this
Section 11 applies in the case of a deceased Participant, to his legal
representative, beneficiary or heir) the certificates) and stock power
deposited with it pursuant to paragraph (c) of this Section 11 and the
Shares represented by such certificate(s) shall be free of the restrictions
referred to in paragraph (a) of this Section 11.

      12.  Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the
Plan by reason of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation or any
change in the corporate structure or Shares of the Corporation, the maximum
aggregate number and class of shares and exercise price of the Award, if
any, as to which Awards may be granted under the Plan and the number and
class of shares and exercise price of the Award, if any, with respect to
which Awards theretofore have been granted under the Plan shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of stock or other securities received, as a result
of any of the foregoing, by a Participant with respect to Restricted Stock
shall be subject to the same restrictions and the certificate(s) or other
instruments representing or evidencing such shares or securities shall be
legended and deposited with the Corporation in the manner provided in
Section 11 hereof.

      13.  Effect of Merger. In the event of any merger, consolidation or
combination of the Corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing entity and which
does not result in the outstanding Shares being converted into or exchanged
for different securities, cash or other property, or any combination
thereof) pursuant to a plan or agreement the terms of which are binding
upon all stockholders of the Corporation, any Participant to whom an Option
or Right has been granted shall have the right (subject to the provisions
of the Plan and any limitation applicable to such Option or Right),
thereafter and during the term of each such Option or Right, to receive
upon exercise of any such Option or Right an amount equal to the excess of
the fair market value on the date of such exercise of the securities, cash
or other property, or combination thereof, receivable upon such merger,
consolidation or combination in respect of a Share over the Exercise Price
of such Right or Option, multiplied by the number of Shares with respect to
which such Option or Right shall have been exercised. Such amount may be
payable fully in cash, fully in one or more of the kind or kinds of
property payable in such merger, consolidation or combination, or partly in
cash and partly in one or more of such kind or kinds of property, all in
the discretion of the Committee. Unless the Committee shall have provided
otherwise in the agreement referred to in paragraph (d) of Section 11
hereof, in the event of any such merger, consolidation or combination any
Restricted Period shall lapse with respect to Shares of Restricted Stock
awarded, all such Shares shall be fully vested in the Participants to whom
such Shares were awarded, and the holders of such Shares shall be eligible
to receive in respect thereof the full amount receivable per Share in such
merger, consolidation or combination.

      14.  Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 14 shall be deemed a
"change of control": (i) any third person, including a "group" as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, shall become
the beneficial owner of shares of the Corporation with respect to which 25%
or more of the total number of votes for the election of the Board of
Directors of the Corporation may be cast, (ii) as a result of, or in
connection with, any cash tender offer, exchange offer, merger or other
business combination, sale of assets or contested election, or combination
of the foregoing, the persons who were directors of the Corporation shall
cease to constitute a majority of the Board of Directors of the Corporation
or (iii) the shareholders of the Corporation shall approve an agreement
providing either for a transaction in which the Corporation will cease to
be an independent publicly owned entity or for a sale or other disposition
of all or substantially all the assets of the Corporation. If the
Continuous Service of any Participant of the Corporation or any Affiliate
is involuntarily terminated for whatever reason, at any time within six
months prior to or eighteen months after a change in control, unless the
Committee shall have otherwise provided in the agreement referred to in
paragraph (d) of Section 11 hereof, any Restricted Period with respect to
Restricted Stock theretofore awarded to such Participant shall lapse upon
such termination and all Shares awarded as Restricted Stock shall become
fully vested in the Participant to whom such Shares were awarded. If a
tender offer or exchange offer for Shares (other than such an offer by the
Corporation) is commenced, or if the event specified in clause (iii) above
shall occur, unless the Committee shall have otherwise provided in the
instrument evidencing the grant of an Option or Stock Appreciation Right,
all Options and Stock Appreciation Rights theretofore granted and not fully
exercisable shall become exercisable in full upon the happening of such
event; provided, however, that no Option or Stock Appreciation Right which
has previously been exercised or otherwise terminated shall become
exercisable.

      15.  Assignments and Transfers. No Incentive Stock Option granted
under the Plan shall be transferable other than by will or the laws of
descent and distribution. Any other Award shall be transferable by will,
the laws of descent and distribution, a "domestic relations order", as
defined in Section 414(p)(1)(B) of the Code, or a gift to any member of the
Participant's immediate family or to a trust for the benefit of one or more
of such immediate family members. During the lifetime of an Award
recipient, an Award shall be exercisable only by the Award recipient unless
it has been transferred as permitted hereby, in which case it shall be
exercisable only by such transferee. For the purpose of this Section 15, a
Participant's "immediate family" shall mean the Participant's spouse,
children and grandchildren.

      16.  Employee Rights Under the Plan. No director, officer or employee
shall have a right to be selected as a Participant nor, having been so
selected, to be selected again as a Participant and no director, officer,
employee or other person shall have any claim or right to be granted an
Award under the Plan or under any other incentive or similar plan of the
Corporation or any Affiliate. Neither the Plan nor any action taken
thereunder shall be construed as giving any employee any right to be
retained in the employ of the Corporation or any Affiliate.

      17.  Delivery and Registration of Stock. The Corporation's obligation
to deliver Shares with respect to an Award shall, if the Committee so
requests, be conditioned upon the receipt of a representation as to the
investment intention of the Participant to whom such Shares are to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of the Securities Act of 1933 or
any other Federal, state or local securities legislation or regulation. It
may be provided that any representation requirement shall become
inoperative upon a registration of the Shares or other action eliminating
the necessity of such representation under such Securities Act or other
securities legislation. The Corporation shall not be required to deliver
any Shares under the Plan prior to (i) the admission of such shares to
listing on any stock exchange on which Shares may then be listed, and (ii)
the completion of such registration or other qualification of such Shares
under any state or Federal law, rule or regulation, as the Committee shall
determine to be necessary or advisable.

      18.  Withholding Tax. Upon the termination of the Restricted Period
with respect to any shares of Restricted Stock (or at any such earlier
time, if any, that an election is made by the Participant under Section
83(b) of the Code, or any successor provision thereto, to include the value
of such shares in taxable income), the Corporation shall have the right to
retain a sufficient number of shares held by it to cover the amount
required to be withheld. The Corporation shall have the right to deduct
from all dividends paid with respect to shares of Restricted Stock the
amount of any taxes which the Corporation is required to withhold with
respect to such dividend payments.

      The Corporation shall have the right to deduct from all amounts paid
in cash with respect to the exercise of a Right under the Plan any taxes
required by law to be withheld with respect to such cash payments. Where a
Participant or other person is entitled to receive Shares pursuant to the
exercise of an Option or Right pursuant to the Plan, the Corporation shall
have the right to require the Participant or such other person to pay the
Corporation the amount of any taxes which the Corporation is required to
withhold with respect to such Shares, or, in lieu thereof, to retain, or
sell without notice, a number of such Shares sufficient to cover the amount
required to be withheld.

      19.  Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion thereof
at any time, but (except as provided in Section 12 hereof) no amendment
shall be made without approval of the stockholders of the Corporation which
shall (i) materially increase the aggregate number of Shares with respect
to which Awards may be made under the Plan, (ii) materially increase the
aggregate number of Shares which may be subject to Awards to Participants
who are not Employees or (iii) change the class of persons eligible to
participate in the Plan; provided, however, that no such amendment,
suspension or termination shall impair the rights of any Participant,
without his consent, in any Award theretofore made pursuant to the Plan.

      20.  Effective Date and Term of Plan. The Plan shall become effective
upon its adoption by the Board  of Directors of the Corporation, subject to
the Bank converting to a stock institution and approval of the Plan by
stockholders of the Corporation. It shall continue in effect for a term of
ten years unless sooner terminated under Section 19 hereof.


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