EXHIBIT 4.1

                                IBT BANCORP, INC.
                             2000 STOCK OPTION PLAN


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                                IBT BANCORP, INC.

                             2000 STOCK OPTION PLAN


         1.  Purpose of the Plan.  The Plan  shall be known as the IBT  Bancorp,
             -------------------
Inc. ("Company") 2000 Stock Option Plan (the "Plan"). The purpose of the Plan is
to  attract  and  retain  qualified   personnel  for  positions  of  substantial
responsibility and to provide additional incentive to officers,  directors,  key
employees and other persons providing services to the Company, or any present or
future  parent or  subsidiary  of the  Company  to  promote  the  success of the
business.  The Plan is  intended to provide  for the grant of  "Incentive  Stock
Options,"  within the meaning of Section  422 of the  Internal  Revenue  Code of
1986, as amended (the "Code") and Non-Incentive  Stock Options,  options that do
not so qualify.  The provisions of the Plan relating to Incentive  Stock Options
shall be interpreted to conform to the requirements of Section 422 of the Code.

          2. Definitions. The following words and phrases when used in this Plan
             -----------
with an initial capital letter,  unless the context clearly indicates otherwise,
shall have the meaning as set forth below. Wherever  appropriate,  the masculine
pronoun  shall include the feminine  pronoun and the singular  shall include the
plural.

                  "Award" means the grant by the Committee of an Incentive Stock
Option or a Non-Incentive Stock Option, or any combination  thereof, as provided
in the Plan.

                  "Bank" shall mean Irwin Bank & Trust Company, or any successor
corporation thereto.

                  "Board"  shall mean the Board of Directors of the Company,  or
any successor or parent corporation thereto.

                  "Change in  Control"  shall  mean:  (i) the sale of all,  or a
material   portion,   of  the  assets  of  the  Company;   (ii)  the  merger  or
recapitalization of the Company whereby the Company is not the surviving entity;
(iii) a change in control of the Company,  as otherwise defined or determined by
the  Pennsylvania  Department of Banking,  or regulations  promulgated by it; or
(iv) the  acquisition,  directly  or  indirectly,  of the  beneficial  ownership
(within  the  meaning  of  that  term  as it is used  in  Section  13(d)  of the
Securities  Exchange  Act of 1934  and the  rules  and  regulations  promulgated
thereunder)  of  twenty-five  percent  (25%) or more of the  outstanding  voting
securities of the Company by any person, trust, entity or group. This limitation
shall not apply to the purchase of shares by  underwriters  in connection with a
public offering of Company stock. The term "person" refers to an individual or a
corporation,  partnership,  trust, association,  joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended, and regulations promulgated thereunder.

                  "Committee" shall mean the Board or the Stock Option Committee
appointed by the Board in accordance with Section 5(a) of the Plan.

                  "Common Stock" shall mean the common stock of the Company,  or
any successor or parent corporation thereto.



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                  "Company"   shall   mean  the IBT  Bancorp,  Inc., the  parent
corporation of the Bank, or any successor or Parent thereof.

                  "Continuous  Employment" or "Continuous Status as an Employee"
shall mean the absence of any interruption or termination of employment with the
Company or any present or future Parent or Subsidiary of the Company. Employment
shall not be considered interrupted in the case of sick leave, military leave or
any other leave of absence  approved by the Company or in the case of  transfers
between payroll  locations,  of the Company or between the Company,  its Parent,
its Subsidiaries or a successor.

                  "Director" shall mean a member of the Board of the Company, or
any successor or parent corporation thereto.

                  "Disability"   means  (a)  with  respect  to  Incentive  Stock
Options,  the "permanent  and total  disability" of the Employee as such term is
defined at Section  22(e)(3) of the Code; and (b) with respect to  Non-Incentive
Stock Options,  any physical or mental  impairment which renders the Participant
incapable of continuing  in the  employment or service of the Bank or the Parent
in his then current capacity as determined by the Committee.

                  "Effective  Date" shall mean the date  specified in Section 13
hereof.

                  "Employee"  shall mean any person  employed  by the Company or
any present or future Parent or Subsidiary of the Company.

                  "Fair  Market  Value"  shall mean:  (i) if the Common Stock is
traded otherwise than on a national  securities  exchange,  then the Fair Market
Value per Share shall be equal to the mean between the last bid and ask price of
such  Common  Stock on such  date or,  if there is no bid and ask  price on said
date,  then on the  immediately  prior business day on which there was a bid and
ask price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith;  or (ii) if the Common Stock
is listed on a national  securities  exchange,  then the Fair  Market  Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date,  then the Fair Market  Value shall be not less than the mean  between
the last bid and ask price on such date.

                  "Incentive  Stock  Option"  or "ISO"  shall  mean an option to
purchase  Shares granted by the Committee  pursuant to Section 8 hereof which is
subject to the limitations and  restrictions of Section 8 hereof and is intended
to qualify as an incentive stock option under Section 422 of the Code.

                  "Non-Incentive Stock Option" or "Non-ISO" shall mean an option
to purchase  Shares  granted  pursuant to Section 9 hereof,  which option is not
intended to qualify under Section 422 of the Code.                           ---

                  "Option" shall mean an Incentive Stock Option or Non-Incentive
Stock Option  granted  pursuant to this Plan providing the holder of such Option
with the right to purchase Common Stock.

                  "Optioned Stock" shall mean stock subject to an Option granted
pursuant to the Plan.

                  "Optionee"  shall mean any person  who  receives  an Option or
Award pursuant to the Plan.


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                  "Parent"  shall mean any present or future  corporation  which
would be a "parent  corporation"  as defined in  Sections  424(e) and (g) of the
Code.

                  "Participant"  means any director,  officer or key employee of
the  Company  or any Parent or  Subsidiary  of the  Company or any other  person
providing a service to the Company who is selected by the  Committee  to receive
an Award, or who by the express terms of the Plan is granted an Award.

                 "Plan" shall mean the IBT Bancorp, Inc. 2000 Stock Option Plan.

                  "Retirement" for an Employee shall mean termination of service
in all  capacities as an Employee  following  attainment of not less than age 55
and  completion of not less than 15 years of Service to the Company or the Bank.
Service to the Company or the Bank rendered prior to the Effective Date shall be
recognized in  determining  eligibility to meet the  requirements  of Retirement
under the Plan. "Retirement" for a Director shall mean termination of service as
a Director.

                  "Share" shall mean one share of the Common Stock.

                  "Subsidiary"  shall  mean any  present  or future  corporation
which  constitutes a "subsidiary  corporation" as defined in Sections 424(f) and
(g) of the Code.

          3. Shares  Subject to the Plan.  Except as  otherwise  required by the
             ---------------------------
provisions of Section 11 hereof,  the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall not exceed  300,000  Shares.
Such  Shares  may  either  be from  authorized  but  unissued  shares  or shares
purchased  in the market for Plan  purposes.  If an Award shall  expire,  become
unexercisable,  or be forfeited for any reason prior to its exercise, new Awards
may be granted  under the Plan with  respect to the number of Shares as to which
such expiration has occurred.

          4. Six Month Holding Period.
             ------------------------

                  Subject to vesting requirements,  if applicable, except in the
event of death or  Disability  of the  Optionee  or a Change in  Control  of the
Company, a minimum of six months must elapse between the date of the grant of an
Option  and the  date of the  sale of the  Common  Stock  received  through  the
exercise of such Option.

          5. Administration of the Plan.
             --------------------------

                  (a)   Composition  of  the   Committee.   The  Plan  shall  be
administered by the Board of Directors of the Company or a Committee which shall
consist of not less than three  Directors of the Company  appointed by the Board
and serving at the pleasure of the Board.  All persons  designated as members of
the Committee shall meet the  requirements of a "Non-Employee  Director"  within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
as found at 17 CFR ss.240.16b-3 to the extent feasible.

                  (b) Powers of the Committee.  The Committee is authorized (but
only to the extent not  contrary  to the  express  provisions  of the Plan or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind  rules and  regulations  relating to the Plan, to determine the form and
content of Awards to be issued  under the Plan and to make other  determinations
necessary or advisable for the  administration  of the Plan,  and shall have and
may  exercise  such other power and  authority  as may be delegated to it by the
Board from time to time. A majority of the entire Committee shall constitute a

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quorum and the action of a majority  of the  members  present at any  meeting at
which a quorum is present  shall be deemed the  action of the  Committee.  In no
event may the Committee  revoke  outstanding  Awards  without the consent of the
Participant.

                  The President of the Company and such other  officers as shall
be  designated  by the  Committee  are  hereby  authorized  to  execute  written
agreements  evidencing  Awards on behalf of the  Company and to cause them to be
delivered  to the  Participants.  Such  agreements  shall set  forth the  Option
exercise price, the number of shares of Common Stock subject to such Option, the
expiration  date  of  such  Options,  and  such  other  terms  and  restrictions
applicable to such Award as are  determined  in accordance  with the Plan or the
actions of the Committee.

                  (c)   Effect   of   Committee's   Decision.   All   decisions,
determinations  and   interpretations  of  the  Committee  shall  be  final  and
conclusive on all persons affected thereby.

          6. Eligibility for Awards and Limitations.
             --------------------------------------

                  (a) The  Committee  shall  from  time to  time  determine  the
officers, Directors, key employees and other persons who shall be granted Awards
under the Plan,  the number of Awards to be granted  to each such  persons,  and
whether  Awards  granted  to each  such  Participant  under  the  Plan  shall be
Incentive and/or  Non-Incentive Stock Options. In selecting  Participants and in
determining  the  number of Shares of Common  Stock to be  granted  to each such
Participant,  the Committee may consider the nature of the prior and anticipated
future  services  rendered  by each such  Participant,  each such  Participant's
current and potential  contribution to the Company and such other factors as the
Committee may, in its sole discretion, deem relevant. Participants who have been
granted an Award may, if otherwise eligible, be granted additional Awards.

                  (b) The aggregate Fair Market Value (determined as of the date
the Option is  granted)  of the Shares  with  respect to which  Incentive  Stock
Options are  exercisable for the first time by each Employee during any calendar
year (under all Incentive  Stock Option plans,  as defined in Section 422 of the
Code,  of the  Company or any  present  or future  Parent or  Subsidiary  of the
Company) shall not exceed $100,000. Notwithstanding the prior provisions of this
Section  6,  the  Committee  may  grant  Options  in  excess  of  the  foregoing
limitations,  provided said Options shall be clearly and specifically designated
as not being Incentive Stock Options.

                  (c) In no event  shall  Shares  subject to Options  granted to
non-employee  Directors in the aggregate under this Plan exceed more than 30% of
the total number of Shares  authorized  for delivery under this Plan pursuant to
Section 3 herein or more than 4% to any individual  non-employee Director. In no
event shall Shares subject to Options  granted to any Employee  exceed more than
20% of the total number of Shares authorized for delivery under the Plan.

          7. Term of the Plan.  The Plan shall  continue in effect for a term of
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ten (10) years from the Effective  Date,  unless sooner  terminated  pursuant to
Section 16  hereof.  No Option  shall be  granted  under the Plan after ten (10)
years from the Effective Date.

          8. Terms and Conditions of Incentive  Stock Options.  Incentive  Stock
             ------------------------------------------------
Options may be granted only to  Participants  who are Employees.  Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument in
such form as the Committee shall from time to time approve. Each Incentive Stock
Option  granted  pursuant to the Plan shall comply with,  and be subject to, the
following terms and conditions:

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                  (a)      Option Price.

                            (i)     The price per Share at which each  Incentive
Stock Option granted by the Committee under the Plan may be exercised shall not,
as to any particular  Incentive Stock Option, be less than the Fair Market Value
of the Common Stock on the date that such Incentive Stock Option is granted.

                           (ii)     In the case of an Employee  who owns  Common
Stock  representing more than ten percent (10%) of the outstanding  Common Stock
at the time the Incentive  Stock Option is granted,  the Incentive  Stock Option
exercise  price shall not be less than one hundred and ten percent (110%) of the
Fair  Market  Value of the  Common  Stock on the date that the  Incentive  Stock
Option is granted.

                  (b)  Payment.  Full  payment  for each  Share of Common  Stock
purchased upon the exercise of any Incentive Stock Option granted under the Plan
shall be made at the time of exercise of each such  Incentive  Stock  Option and
shall be paid in cash (in United States Dollars),  Common Stock or a combination
of cash and Common Stock.  Common Stock  utilized in full or partial  payment of
the  exercise  price  shall be  valued at the Fair  Market  Value at the date of
exercise.  The Company shall accept full or partial payment in Common Stock only
to the extent  permitted by  applicable  law. No Shares of Common Stock shall be
issued  until full  payment has been  received by the  Company,  and no Optionee
shall have any of the rights of a  stockholder  of the Company  until  Shares of
Common Stock are issued to the Optionee.

                  (c) Term of Incentive Stock Option. The term of exercisability
of each Incentive  Stock Option  granted  pursuant to the Plan shall be not more
than ten (10) years from the date each such  Incentive  Stock Option is granted,
provided that in the case of an Employee who owns stock  representing  more than
ten percent  (10%) of the Common  Stock  outstanding  at the time the  Incentive
Stock  Option is granted,  the term of  exercisability  of the  Incentive  Stock
Option shall not exceed five (5) years.

                  (d)  Exercise  Generally.  Except  as  otherwise  provided  in
Section  10 hereof,  no  Incentive  Stock  Option  may be  exercised  unless the
Optionee  shall have been in the employ of the  Company at all times  during the
period  beginning with the date of grant of any such Incentive  Stock Option and
ending on the date of exercise of any such Incentive Stock Option. The Committee
may impose  additional  conditions upon the right of an Optionee to exercise any
Incentive  Stock Option granted  hereunder which are not  inconsistent  with the
terms of the Plan or the  requirements  for  qualification as an Incentive Stock
Option.  Except as  otherwise  provided by the terms of the Plan or by action of
the  Committee at the time of the grant of the Options,  one-third of a grant of
Options will be first  exercisable  on the one year  anniversary  of the date of
grant and  one-third  annually  thereafter  during such periods of service as an
Employee.

                  (e) Cashless  Exercise.  Subject to vesting  requirements,  if
applicable,  an Optionee who has held an Incentive Stock Option for at least six
months may engage in the  "cashless  exercise"  of the  Option.  Upon a cashless
exercise,  an Optionee shall give the Company  written notice of the exercise of
the Option  together with an order to a registered  broker-dealer  or equivalent
third party,  to sell part or all of the Optioned Stock and to deliver enough of
the proceeds to the Company to pay the Option  exercise price and any applicable
withholding  taxes.  If the Optionee does not sell the Optioned  Stock through a
registered  broker-dealer  or equivalent  third party, the Optionee can give the
Company  written  notice of the  exercise  of the  Option  and the  third  party
purchaser of the  Optioned  Stock shall pay the Option  exercise  price plus any
applicable withholding taxes to the Company.


                                       -5-

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                  (f)   Transferability.   An  Incentive  Stock  Option  granted
pursuant to the Plan shall be exercised  during an  Optionee's  lifetime only by
the Optionee to whom it was granted and shall not be assignable or  transferable
otherwise than by will or by the laws of descent and distribution.

          9.  Terms  and  Conditions  of  Non-Incentive   Stock  Options.   Each
              ----------------------------------------------------------
Non-Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee  shall from time to time approve.  Each
Non-Incentive Stock Option granted pursuant to the Plan shall comply with and be
subject to the following terms and conditions.

                  (a)  Option   Price.   The  price  per  Share  at  which  each
Non-Incentive  Stock  Option  granted  by the  Committee  under  the Plan may be
exercised shall not, as to any particular  Non-Incentive  Stock Option,  be less
than the Fair  Market  Value of the  Common  Stock on the date  that  such  Non-
Incentive Stock Option is granted.

                  (b)  Payment.  Full  payment  for each  Share of Common  Stock
purchased upon the exercise of any Non-Incentive  Stock Option granted under the
Plan  shall be made at the time of  exercise  of each such  Non-Incentive  Stock
Option and shall be paid in cash (in United States  Dollars),  Common Stock or a
combination  of cash and Common Stock.  Common Stock utilized in full or partial
payment of the  exercise  price shall be valued at its Fair Market  Value at the
date of exercise.  The Company  shall  accept full or partial  payment in Common
Stock only to the extent  permitted by applicable law. No Shares of Common Stock
shall be issued  until full  payment  has been  received  by the  Company and no
Optionee  shall have any of the rights of a stockholder of the Company until the
Shares of Common Stock are issued to the Optionee.

                  (c) Term.  The term of  exercisability  of each  Non-Incentive
Stock Option granted  pursuant to the Plan shall be not more than ten (10) years
from the date each such Non-Incentive Stock Option is granted.

                  (d) Exercise  Generally.  The Committee may impose  additional
conditions upon the right of any Participant to exercise any Non-Incentive Stock
Option granted  hereunder which is not inconsistent  with the terms of the Plan.
Except  as  otherwise  provided  by the  terms of the Plan or by  action  of the
Committee  at the  time  of the  grant  of the  Options,  the  Options  will  be
exercisable at the rate of 100% on the date of grant.

                  (e) Cashless  Exercise.  Subject to vesting  requirements,  if
applicable,  an Optionee who has held a Non-Incentive  Stock Option for at least
six months may engage in the "cashless  exercise" of the Option. Upon a cashless
exercise,  an Optionee shall give the Company  written notice of the exercise of
the Option  together with an order to a registered  broker-dealer  or equivalent
third party,  to sell part or all of the Optioned Stock and to deliver enough of
the proceeds to the Company to pay the Option  exercise price and any applicable
withholding  taxes.  If the Optionee does not sell the Optioned  Stock through a
registered  broker-dealer  or equivalent  third party, the Optionee can give the
Company  written  notice of the  exercise  of the  Option  and the  third  party
purchaser of the  Optioned  Stock shall pay the Option  exercise  price plus any
applicable withholding taxes to the Company.

                  (f)  Transferability.  Any Non-Incentive  Stock Option granted
pursuant to the Plan shall be exercised  during an  Optionee's  lifetime only by
the Optionee to whom it was granted and shall not be assignable or  transferable
otherwise than by will or by the laws of descent and distribution.


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         10.      Effect of Termination of  Employment,  Disability,  Death  and
                  --------------------------------------------------------------
Retirement on Incentive and Non-Incentive Stock Options.
--------------------------------------------------------

                  (a)   Termination  of  Employment.   In  the  event  that  any
Optionee's  employment  with the Company shall  terminate for any reason,  other
than Retirement,  Disability or death, all of any such Optionee's  Options,  and
all of any such Optionee's  rights to purchase or receive Shares of Common Stock
pursuant  thereto,  shall  automatically  terminate on (A) the earlier of (i) or
(ii): (i) the respective  expiration dates of any such Options, or (ii) the date
of such termination of employment, or (B) at such later date as is determined by
the  Committee at the time of the grant of such Award based upon the  Optionee's
continuing status as a Director of the Bank or the Company,  but only if, and to
the extent that, the Optionee was entitled to exercise any such Incentive  Stock
Options at the date of such  termination  of  employment,  and further that such
Award shall thereafter be deemed a Non-Incentive Stock Option. In the event that
a Subsidiary ceases to be a Subsidiary of the Company,  the employment of all of
its employees who are not immediately  thereafter employees of the Company shall
be  deemed  to  terminate  upon the  date  such  Subsidiary  so  ceases  to be a
Subsidiary of the Company.

                  (b)  Disability.  In the event that any Optionee's  employment
with the  Company  shall  terminate  as the  result  of the  Disability  of such
Optionee,  such  Optionee  may  exercise  any  Options  granted to the  Optionee
pursuant  to the Plan at any time  prior to the  earlier  of (i) the  respective
expiration  dates of any  such  Options  or (ii) the date  which is one (1) year
after the date of such termination of employment, but only if, and to the extent
that, the Optionee was entitled to exercise any such Options at the date of such
termination of employment.

                  (c)  Death.  In the  event of the  death of an  Optionee,  any
Options  granted to such  Optionee  may be exercised by the person or persons to
whom the Optionee's rights under any such Options pass by will or by the laws of
descent and distribution  (including the Optionee's  estate during the period of
administration)  at  any  time  prior  to the  earlier  of  (i)  the  respective
expiration  dates of any such  Options  or (ii) the date  which is two (2) years
after the date of death of such  Optionee  but only if, and to the extent  that,
the Optionee was entitled to exercise any such Options at the date of death. For
purposes  of this  Section  10(c),  any  Option  held by an  Optionee  shall  be
considered  exercisable  at the  date  of his  death  if  the  only  unsatisfied
condition precedent to the exercisability of such Option at the date of death is
the passage of a specified  period of time. At the  discretion of the Committee,
upon  exercise  of  Options  the  Optionee  may  receive  Shares  or  cash  or a
combination thereof. If cash shall be paid in lieu of Shares, such cash shall be
equal to the  difference  between the Fair  Market  Value of such Shares and the
exercise price of such Options on the exercise date.

                  (d)  Options  Deemed  Exercisable.  For  purposes  of Sections
10(a),  10(b) and 10(c) above,  any Incentive  Stock Option held by any Optionee
shall be considered  exercisable at the date of termination of employment if any
such  Incentive  Stock  Option  would  have  been  exercisable  at such  date of
termination  of  employment  without  regard to the  Disability  or death of the
Participant.

                  (e) Termination of Options; Vesting Upon Retirement. Except as
may be  specified  by the  Committee  at the time of grant of an Option,  to the
extent that any Option granted under the Plan to any Optionee  whose  employment
or director  service with the Company  terminates  shall not have been exercised
within the applicable period set forth in this Section 10, any such Option,  and
all rights to purchase or receive  Shares of Common Stock pursuant  thereto,  as
the case may be,  shall  terminate  on the  last day of the  applicable  period.
Notwithstanding  the  foregoing,  the Committee may authorize at the time of the
grant of an Option that such Award shall be immediately  100%  exercisable  upon
the Retirement of

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the  Optionee.  Such  Options  shall,  as of  the  date  of  Retirement,  remain
exercisable  for the remaining term, but in no event for a period beyond two (2)
years from the date of Retirement.

         11.      Recapitalization, Merger, Consolidation, Change in Control and
                  --------------------------------------------------------------
 Other Transactions.
 -------------------

                  (a)  Adjustment.   Subject  to  any  required  action  by  the
stockholders of the Company,  within the sole  discretion of the Committee,  the
aggregate  number of Shares of Common  Stock for which  Options  may be  granted
hereunder,  the number of Shares of Common  Stock  covered  by each  outstanding
Option,  and the  exercise  price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding Shares of Common Stock resulting from a subdivision or
consolidation   of  Shares   (whether   by  reason  of  merger,   consolidation,
recapitalization,   reclassification,   split-up,   combination  of  shares,  or
otherwise) or the payment of a stock  dividend (but only on the Common Stock) or
any other  increase or  decrease  in the number of such  Shares of Common  Stock
effected  without the receipt or payment of  consideration by the Company (other
than Shares held by dissenting stockholders).

                  (b) Change in Control.  All  outstanding  Awards  shall become
immediately  exercisable in the event of a Change in Control of the Company.  In
the event of such a Change in Control,  the Committee and the Board of Directors
will take one or more of the following actions to be effective as of the date of
such Change in Control:

                           (i)      provide that such Options shall be  assumed,
or  equivalent  options  shall be  substituted,  ("Substitute  Options")  by the
acquiring or succeeding  corporation (or an affiliate  thereof),  provided that:
(A) any such Substitute Options exchanged for Incentive Stock Options shall meet
the  requirements  of  Section  424(a) of the Code,  and (B) the shares of stock
issuable  upon  the  exercise  of  such  Substitute   Options  shall  constitute
securities registered in accordance with the Securities Act of 1933, as amended,
("1933  Act") or such  securities  shall be  exempt  from such  registration  in
accordance  with  Sections  3(a)(2) or  3(a)(5) of the 1933 Act,  (collectively,
"Registered Securities"), or in the alternative, if the securities issuable upon
the  exercise  of  such  Substitute  Options  shall  not  constitute  Registered
Securities,  then the Optionee will receive upon  consummation  of the Change in
Control  transaction  a cash  payment for each Option  surrendered  equal to the
difference between (1) the Fair Market Value of the consideration to be received
for each share of Common  Stock in the Change in Control  transaction  times the
number of shares of Common Stock subject to such  surrendered  Options,  and (2)
the aggregate exercise price of all such surrendered Options, or

                           (ii)    in the event of a transaction under the terms
of which the  holders of the  Common  Stock of the  Company  will  receive  upon
consummation  thereof a cash  payment  (the  "Merger  Price")  for each share of
Common  Stock  exchanged  in the  Change in Control  transaction,  to make or to
provide for a cash payment to the Optionees equal to the difference  between (A)
the  Merger  Price  times the number of shares of Common  Stock  subject to such
Options held by each Optionee (to the extent then  exercisable  at prices not in
excess of the Merger  Price) and (B) the  aggregate  exercise  price of all such
surrendered Options in exchange for such surrendered Options.

                  (c)  Extraordinary   Corporate  Action.   Notwithstanding  any
provisions  of the Plan to the contrary,  subject to any required  action by the
stockholders   of  the  Company,   in  the  event  of  any  Change  in  Control,
recapitalization,   merger,   consolidation,   exchange  of  Shares,   spin-off,
reorganization,   tender  offer,   partial  or  complete  liquidation  or  other
extraordinary  corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:


                                       -8-

<PAGE>



                            (i)   appropriately  adjust the number of Shares  of
Common Stock  subject to each  Option,  the Option  exercise  price per Share of
Common Stock, and the  consideration to be given or received by the Company upon
the exercise of any outstanding Option;

                           (ii)   cancel any or  all previously granted Options,
provided that  appropriate  consideration  is paid to the Optionee in connection
therewith; and/or

                           (iii)  make such other adjustments in connection with
the Plan as the Committee, in its sole discretion,  deems necessary,  desirable,
appropriate or advisable;  provided,  however,  that no action shall be taken by
the Committee which would cause Incentive Stock Options granted  pursuant to the
Plan to fail to meet the  requirements  of Section  422 of the Code  without the
consent of the Optionee.

                  (d)  Acceleration.  The Committee  shall at all times have the
power to accelerate  the exercise date of Options  previously  granted under the
Plan.

                  (e) Non-recurring Dividends.  Upon the payment of a special or
non-recurring  cash  dividend  that has the effect of a return of capital to the
stockholders,   the  Option   exercise   price  per  share   shall  be  adjusted
proportionately and in an equitable manner.

         Except as expressly provided in Sections 11(a), 11(b) and 11(e) hereof,
no  Optionee  shall  have any rights by reason of the  occurrence  of any of the
events described in this Section 11.

         12.      Time of Granting Options. The date of grant of an Option under
                  ------------------------
the Plan shall,  for all purposes,  be the date on which the Committee makes the
determination of granting such Option. Notice of the grant of an Option shall be
given to each  individual  to whom an Option is so granted  within a  reasonable
time after the date of such grant in a form determined by the Committee.

         13.      Effective Date.  The Plan shall become effective upon the date
                  --------------
of approval of the Plan by the  stockholders  of the Company.  The Committee may
make a  determination  related to Awards prior to the  Effective  Date with such
Awards to be effective upon the date of stockholder approval of the Plan.

         14.      Approval  by  Stockholders.  The  Plan  shall  be  approved by
                  --------------------------
stockholders  of the Company  within twelve (12) months before or after the date
the Plan is approved by the Board.

         15.      Modification  of Options.  At any time and from time to  time,
                  ------------------------
the Board may  authorize  the Committee to direct the execution of an instrument
providing  for the  modification  of any  outstanding  Option,  provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or benefit  which could not be conferred on the Optionee by the grant of a
new  Option  at such  time,  or shall not  materially  decrease  the  Optionee's
benefits  under the Option  without  the  consent  of the holder of the  Option,
except as otherwise permitted under Section 16 hereof.

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

                  (a)  Action by the  Board.  The Board may  alter,  suspend  or
discontinue  the Plan,  except that no action of the Board may  increase  (other
than as provided in Section 11 hereof) the maximum number of Shares permitted to
be  optioned  under the Plan,  materially  increase  the  benefits  accruing  to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility for  participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the stockholders of the Company.

                                       -9-

<PAGE>



                  (b)  Change  in  Applicable  Law.  Notwithstanding  any  other
provision  contained  in the Plan,  in the event of a change in any  federal  or
state law,  rule or  regulation  which would make the exercise of all or part of
any previously  granted  Option  unlawful or subject the Company to any penalty,
the Committee may restrict any such exercise without the consent of the Optionee
or other holder thereof in order to comply with any such law, rule or regulation
or to avoid any such penalty.

         17.      Conditions Upon Issuance of Shares; Limitations on Option
                  ---------------------------------------------------------
Exercise; Cancellation of Option Rights.
----------------------------------------

                  (a)  Shares  shall not be issued  with  respect  to any Option
granted  under the Plan unless the  issuance  and  delivery of such Shares shall
comply with all  relevant  provisions  of  applicable  law,  including,  without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated   thereunder,   any  applicable   state   securities  laws  and  the
requirements of any stock exchange upon which the Shares may then be listed.

                  (b) The  inability  of the  Company  to obtain  any  necessary
authorizations,  approvals or letters of non-objection  from any regulatory body
or  authority  deemed by the  Company's  counsel to be  necessary  to the lawful
issuance and sale of any Shares issuable  hereunder shall relieve the Company of
any liability with respect to the non-issuance or sale of such Shares.

                  (c) As a condition to the  exercise of an Option,  the Company
may require the person  exercising the Option to make such  representations  and
warranties as may be necessary to assure the  availability  of an exemption from
the registration requirements of federal or state securities law.

                  (d) Notwithstanding  anything herein to the contrary, upon the
termination  of  employment  or service  of an  Optionee  by the  Company or its
Subsidiaries  for "cause" as determined  by the Board of Directors,  all Options
held by such  Participant  shall cease to be  exercisable as of the date of such
termination of employment or service.

                  (e) Upon the  exercise  of an  Option by an  Optionee  (or the
Optionee's  personal  representative),  the Committee,  in its sole and absolute
discretion,  may make a cash payment to the  Optionee,  in whole or in part,  in
lieu of the delivery of shares of Common Stock.  Such cash payment to be paid in
lieu of delivery of Common  Stock shall be equal to the  difference  between the
Fair Market Value of the Common Stock on the date of the Option exercise and the
exercise  price per share of the Option.  Such cash payment shall be in exchange
for the cancellation of such Option.  Such cash payment shall not be made in the
event that such  transaction  would  result in  liability to the Optionee or the
Company under Section 16(b) of the Securities  Exchange Act of 1934, as amended,
and regulations promulgated thereunder.

         18.      Reservation of Shares.  During  the  term  of  the  Plan,  the
                  ---------------------
reserve and keep Company will available a number of Shares sufficient to satisfy
the requirements of the Plan.

         19.      Unsecured Obligation.  No  Participant  under  the  Plan shall
                  --------------------
have any  interest in any fund or special  asset of the Company by reason of the
Plan or the grant of any Option  under the Plan.  No trust fund shall be created
in connection with the Plan or any grant of any Option hereunder and there shall
be no required funding of amounts which may become payable to any Participant.

         20.      Withholding Tax.  The Company shall have the right  to  deduct
                  ---------------
from all amounts paid in cash with  respect to the cashless  exercise of Options
under the Plan any taxes required by law to be

                                      -10-

<PAGE>


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, the Company
shall have the right to require the  Participant or such other person to pay the
Company the amount of any taxes  which the Company is required to withhold  with
respect to such  Shares,  or, in lieu  thereof,  to retain,  or to sell  without
notice,  a number of such Shares  sufficient to cover the amount  required to be
withheld.

         21.     No Employment Rights.  No Director,  Employee  or  other person
                 --------------------
shall have a right to be selected as a Participant  under the Plan.  Neither the
Plan nor any action taken by the Committee in  administration  of the Plan shall
be  construed as giving any person any rights of  employment  or retention as an
Employee,  Director or in any other capacity with the Company, the Bank or other
Subsidiaries.

         22.     Governing Law.  The  Plan shall be governed by and construed in
                 -------------
accordance  with the laws of the  Commonwealth  of  Pennsylvania,  except to the
extent that federal law shall be deemed to apply.






                                      -11-