EXHIBIT 10.2
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                             First Carnegie Deposit
                           1998 Restricted Stock Plan
                               and Trust Agreement

                                    Article I
                                    ---------

                       ESTABLISHMENT OF THE PLAN AND TRUST

         1.01 First Carnegie  Deposit  ("Savings  Bank") hereby  establishes the
1998  Restricted  Stock Plan (the "Plan") and Trust (the "Trust") upon the terms
and  conditions  hereinafter  stated  in this  Restricted  Stock  Plan and Trust
Agreement (the "Agreement").

         1.02 The Trustee hereby accepts this Trust and agrees to hold the Trust
assets  existing on the date of this  Agreement and all additions and accretions
thereto upon the terms and conditions hereinafter stated.

                                   Article II
                                   ----------

                               PURPOSE OF THE PLAN

         2.01 The  purpose of the Plan is to reward and to retain  personnel  of
experience and ability in key positions of responsibility  with the Savings Bank
and its  subsidiaries,  by providing  such personnel of the Savings Bank and its
subsidiaries  with an equity  interest in the Savings Bank as  compensation  for
their prior and anticipated future professional contributions and service to the
Savings Bank and its subsidiaries.

                                   Article III
                                   -----------

                                   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.

         3.01  "Beneficiary"  means the  person  or  persons  designated  by the
Participant to receive any benefits  payable under the Plan in the event of such
Participant's  death.  Such person or persons  shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar  written  notice to the  Committee.  In the absence of a written
designation,  the Beneficiary  shall be the  Participant's  surviving spouse, if
any, or if none, the Participant's estate.

         3.02 "Board"  means the Board of Directors of the Savings  Bank, or any
successor corporation thereto.

         3.03  "Cause"  means the  personal  dishonesty,  incompetence,  willful
misconduct,  breach of fiduciary duty involving  personal  profits,  intentional
failure to perform stated duties,  willful violation of a material  provision of
any law, rule or regulation (other than traffic violations and similar offense),
or a material  violation of a final  cease-and-desist  order or any other action
which  results  in a  substantial  financial  loss  to the  Savings  Bank or its
Subsidiaries.

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         3.04 "Change in Control" shall mean: (i) the sale of all, or a material
portion,  of the assets of the Savings Bank; (ii) the merger or recapitalization
of the Savings Bank whereby the Savings Bank is not the surviving entity;  (iii)
a change in control of the Savings Bank,  as otherwise  defined or determined by
the Office of Thrift  Supervision  ("OTS") 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,  as amended,  ("1934  Act") and the rules and
regulations  promulgated thereunder) of twenty-five percent (25%) or more of the
outstanding voting securities of the Savings Bank by any person,  trust,  entity
or group other than by Skibo Bancshares,  M.H.C.,  the mutual holding company of
the Savings Bank. This  limitation  shall not apply to the purchase of shares of
up to 25% of any class of  securities  of the  Savings  Bank by a  tax-qualified
employee stock benefit plan which is exempt from the approval requirements,  set
forth under 12 C.F.R. ss.574.3(c)(1)(vi) as now in effect or as may hereafter be
amended.   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. The decision of the Committee as to whether a Change
in Control has occurred  shall be  conclusive  and binding.  A Change in Control
shall not include a  transaction  whereby a Parent is formed  which shall be the
owner of 100% of the stock of the Savings Bank.

         3.05  "Committee"  means the Board of  Directors of the Savings Bank or
the Restricted  Stock Plan Committee  appointed by the Board of Directors of the
Savings Bank pursuant to Article IV hereof.

         3.06 "Common  Stock" means shares of the common  stock,  $.10 par value
per share, of the Savings Bank or any successor corporation or Parent thereto.

         3.07 "Conversion"  means the effective date of the stock charter of the
Savings Bank.

         3.08     "Director" means a member of the Board of the Savings Bank.

         3.09 "Director Emeritus" means a person serving as a director emeritus,
advisory  director,  consulting  director,  or other similar  position as may be
appointed by the Board of Directors of the Savings Bank from time to time.

         3.10 "Disability" means any physical or mental impairment which renders
the  Participant  incapable of  continuing  in the  employment or service of the
Savings Bank in his current capacity as determined by the Committee.

         3.11 "Employee" means any person who is employed by the Savings Bank or
a Subsidiary.

         3.12 "Effective  Date" shall mean the date of stockholder  ratification
of the Plan by the stockholders of the Savings Bank .

         3.13 "Parent" shall mean a stock  corporation which may be formed after
the Effective Date which shall own 100% of the stock of the Savings Bank.

         3.14 "Participant" means an Employee, Director or Director Emeritus who
receives a Plan Share Award under the Plan.


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         3.15 "Plan Shares" means shares of Common Stock held in the Trust which
are awarded or issuable to a Participant pursuant to the Plan.

         3.16  "Plan  Share  Award"  or  "Award"  means  a  right  granted  to a
Participant under this Plan to earn or to receive Plan Shares.

         3.17 "Plan Share  Reserve" means the shares of Common Stock held by the
Trust pursuant to Sections 5.03 and 5.04.

         3.18 "Retirement" means the termination of service in all capacities as
an Employee,  Director and Director  Emeritus  following  attainment of not less
than age 55 and  completion of not less than ten years of Service to the Savings
Bank.  Service to the Savings Bank rendered prior to the Effective Date shall be
recognized in  determining  eligibility to meet the  requirements  of Retirement
under the Plan.

         3.19 "Savings  Bank" means First  Carnegie  Deposit,  and any successor
corporation thereto.

         3.20 "Subsidiary"  means those  subsidiaries of the Savings Bank which,
with the consent of the Board, agree to participate in this Plan.

         3.21  "Trustee" or "Trustee  Committee"  means that person(s) or entity
nominated by the Committee  and approved by the Board  pursuant to Sections 4.01
and 4.02 to hold  legal  title to the Plan  assets  for the  purposes  set forth
herein.

                                   Article IV
                                   ----------

                           ADMINISTRATION OF THE PLAN

         4.01  Role  of the  Committee.  The  Plan  shall  be  administered  and
interpreted  by the Board of Directors  or a Committee  appointed by said Board,
which  shall  consist  of not less than two  non-employee  members of the Board,
which shall have all of the powers allocated to it in this and other sections of
the  Plan.  All  persons  designated  as  members  of  the  Committee  shall  be
"Non-Employee  Directors"  within the meaning of Rule 16b-3 under the Securities
Exchange  Act  of  1934,  as  amended  ("1934  Act").  The   interpretation  and
construction by the Committee of any provisions of the Plan or of any Plan Share
Award granted  hereunder shall be final and binding.  The Committee shall act by
vote or written  consent of a majority  of its  members.  Subject to the express
provisions  and  limitations  of the Plan,  the  Committee may adopt such rules,
regulations  and  procedures  as it deems  appropriate  for the  conduct  of its
affairs.  The Committee  shall report its actions and decisions  with respect to
the Plan to the Board at appropriate  times,  but in no event less than one time
per  calendar  year.  The  Committee  shall  recommend  to the Board one or more
persons or entity to act as Trustee in  accordance  with the  provision  of this
Plan and Trust and the terms of Article VIII hereof.


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         4.02 Role of the Board.  The members of the  Committee  and the Trustee
shall be  appointed or approved by, and will serve at the pleasure of the Board.
The Board may in its  discretion  from time to time remove  members from, or add
members to, the Committee,  and may remove,  replace or add Trustees.  The Board
shall have all of the powers  allocated to it in this and other  sections of the
Plan,  may take any action under or with respect to the Plan which the Committee
is authorized to take,  and may reverse or override any action taken or decision
made by the Committee under or with respect to the Plan, provided, however, that
the Board may not revoke any Plan Share Award already made except as provided in
Section 7.01(b) herein.

         4.03 Limitation on Liability.  No member of the Board, the Committee or
the  Trustee  shall be liable  for any  determination  made in good  faith  with
respect to the Plan or any Plan Share Awards granted.  If a member of the Board,
Committee or any Trustee is a party or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal, administrative or investigative, by any reason of anything done or not
done by him in such capacity  under or with respect to the Plan,  the Parent and
the  Savings  Bank shall  indemnify  such  member  against  expenses  (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by him or her in  connection  with  such  action,  suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the Savings Bank,  and its  Subsidiaries
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe his  conduct was  unlawful.  Notwithstanding  anything  herein to the
contrary,  in no event shall the Savings  Bank take any actions  with respect to
this  Section  4.03  which  is  not  in  compliance   with  the  limitations  or
requirements set forth at 12 CFR 545.121, as may be amended from time to time.

                                    Article V
                                    ---------

                        CONTRIBUTIONS; PLAN SHARE RESERVE

         5.01 Amount and Timing of Contributions.  The Board of Directors of the
Savings  Bank  shall  determine  the  amounts  (or the method of  computing  the
amounts) to be  contributed by the Savings Bank to the Trust  established  under
this  Plan.  Such  amounts  shall  be  paid  to  the  Trustee  at  the  time  of
contribution.  No contributions to the Trust by Participants  shall be permitted
except with respect to amounts necessary to meet tax withholding obligations.

         5.02  Initial  Investment.  Any  funds  held  by  the  Trust  prior  to
investment  in the  Common  Stock  shall  be  invested  by the  Trustee  in such
interest-bearing  account or accounts at the Savings  Bank as the Trustee  shall
determine to be appropriate.

         5.03 Investment of Trust Assets.  Following ratification of the Plan by
stockholders of the Savings Bank and receipt of any other  necessary  regulatory
approvals,  the Trust shall  purchase  Common  Stock in an amount equal to up to
100% of the Trust's  assets,  after  providing for any required  withholding  as
needed for tax purposes,  provided,  however,  that the Trust shall not purchase
more than 41,400 shares of Common Stock, representing 4% of the aggregate shares
of Common Stock issued by the Savings Bank in the  Conversion.  The Trustee will
purchase  shares of Common Stock in the open market  sufficient to fund the Plan
Share Reserve.

         5.04 Effect of  Allocations,  Returns and  Forfeitures  Upon Plan Share
Reserves. Upon the allocation of Plan Share Awards under Sections 6.02 and 6.05,
or the decision of the Committee to return Plan Shares to the Savings Bank,  the
Plan Share Reserve shall be reduced by the number of Shares

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subject to the Awards so allocated or returned.  Any Shares  subject to an Award
which are not earned  because  of  forfeiture  by the  Participant  pursuant  to
Section 7.01 shall be added to the Plan Share Reserve.

                                   Article VI
                                   ----------

                            ELIGIBILITY; ALLOCATIONS

         6.01  Eligibility.  Employees  and  Directors  Emeritus are eligible to
receive Plan Share Awards within the sole discretion of the Committee. Directors
who are not  otherwise  Employees  shall  receive Plan Share Awards  pursuant to
Section 6.05.

         6.02  Allocations.  The Committee will determine which of the Employees
will be  granted  Plan Share  Awards  and the  number of Shares  covered by each
Award,  provided,  however, that in no event shall any Awards be made which will
violate the Charter or Bylaws of the Savings Bank or its Parent or  Subsidiaries
or any applicable  federal or state law or  regulation.  In the event Shares are
forfeited for any reason or additional Shares are purchased by the Trustee,  the
Committee  may,  from time to time,  determine  which of the  Employees  will be
granted  Plan Share  Awards to be awarded from  forfeited  Shares.  In selecting
those Employees and Directors Emeritus to whom Plan Share Awards will be granted
and the number of shares  covered by such Awards,  the Committee  shall consider
the prior and anticipated future position,  duties and  responsibilities  of the
Employees,  the value of their  prior and  anticipated  future  services  to the
Savings Bank and its Subsidiaries,  and any other factors the Committee may deem
relevant.  All actions by the  Committee  shall be deemed  final,  except to the
extent  that such  actions are  revoked by the Board.  Notwithstanding  anything
herein to the  contrary,  in no event shall any  Participant  receive Plan Share
Awards in excess of 25% of the aggregate Plan Shares authorized under the Plan.

         6.03  Form  of  Allocation.   As  promptly  as   practicable   after  a
determination is made pursuant to Section 6.02 or Section 6.05 that a Plan Share
Award is to be made,  the Committee  shall notify the  Participant in writing of
the grant of the Award,  the number of Plan Shares covered by the Award, and the
terms upon which the Plan Shares subject to the award may be earned. The date on
which the Committee makes its award  determination  or the date the Committee so
notifies the Participant shall be considered the date of grant of the Plan Share
Awards as determined by the Committee.  The Committee shall maintain  records as
to all grants of Plan Share Awards under the Plan.

         6.04 Allocations Not Required. Notwithstanding anything to the contrary
at Sections 6.01,  6.02 or 6.05, no Employee shall have any right or entitlement
to  receive  a Plan  Share  Award  hereunder,  such  Awards  being  at the  sole
discretion of the  Committee  and the Board,  nor shall the Employees as a group
have such a right.  The Committee may, with the approval of the Board (or, if so
directed by the Board)  return all Common Stock in the Plan Share Reserve to the
Savings Bank at any time, and cease issuing Plan Share Awards.

         6.05  Awards  to  Directors.  Notwithstanding  anything  herein  to the
contrary,  upon the Effective Date, a Plan Share Award  consisting of 2,898 Plan
Shares  shall be  awarded  to each  Director  of the  Savings  Bank  that is not
otherwise  an  Employee.  Such  Plan  Share  Award  shall  be  earned  and  non-
forfeitable  at the rate of one-fifth as of the Effective Date and an additional
one-fifth  following each of the next four successive  years during such periods
of service as a Director or Director  Emeritus.  Further,  such Plan Share Award
shall  be  immediately  100%  earned  and  non-forfeitable  in the  event of the
Retirement,   death  or  Disability  of  such  Director  or  Director  Emeritus.
Subsequent to the Effective

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Date,  Plan Share Awards may be awarded to newly elected or appointed  Directors
of the Savings  Bank by the  Committee,  provided  that total Plan Share  Awards
granted to  non-employee  Directors  of the Savings Bank shall not exceed 28% of
the total Plan Share Reserve in the aggregate  under the Plan or 7% of the total
Plan Share Reserve to any individual non-employee Director.

                                   Article VII
                                   -----------

             EARNINGS AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

         7.01     Earnings Plan Shares; Forfeitures.

         (a) General Rules. Unless the Committee shall specifically state to the
contrary at the time a Plan Share Award is  granted,  Plan Shares  subject to an
Award  shall be  earned  and  non-forfeitable  by a  Participant  at the rate of
one-fifth of such Award following one year after the granting of such Award, and
an  additional  one-fifth  following  each of the next  four  successive  years;
provided  that such  Participant  remains an  Employee,  Director,  or  Director
Emeritus during such period.

         (b) Revocation for Misconduct.  Notwithstanding  anything herein to the
contrary,  the Board  shall,  by  resolution,  immediately  revoke,  rescind and
terminate any Plan Share Award,  or portion  thereof,  previously  awarded under
this Plan, to the extent Plan Shares have not been  delivered  thereunder to the
Participant,  whether or not yet  earned,  in the case of a  Participant  who is
discharged  from the employ or service of the Savings Bank or a  Subsidiary  for
Cause, or who is discovered  after  termination of employment or service to have
engaged  in  conduct  that  would  have  justified   termination  for  Cause.  A
determination of Cause shall be made by the Board within its sole discretion.

         (c) Exception for Terminations Due to Death,  Disability or Retirement.
Notwithstanding  the general rule contained in Section  7.01(a) above,  all Plan
Shares subject to a Plan Share Award held by a Participant  whose  employment or
service  with the Savings  Bank or a Subsidiary  terminates  due to  Retirement,
death or  Disability,  shall  be  deemed  earned  and  nonforfeitable  as of the
Participant's  last date of  employment  or  service  with the  Savings  Bank or
Subsidiary and shall be distributed as soon as practicable thereafter.

         7.02 Accrual and Payment of Dividends.  A holder of a Plan Share Award,
whether  or not 100%  earned and  non-forfeitable,  shall  also be  entitled  to
receive an amount equal to any cash dividends  declared and paid with respect to
shares of Common Stock represented by such Plan Share Award between the date the
relevant Plan Share Award was granted to such  Participant and the date the Plan
Shares  are  distributed.  Such  cash  dividend  amounts  shall  be paid to such
Participant,  less  applicable  income  tax  withholding,  within 30 days of the
dividend payment date attributable to such dividend payable on the Common Stock.
Such payment shall also include an  appropriate  amount of earnings,  if any, of
the Trust assets with respect to any cash dividends so distributed.

         7.03     Distribution of Plan Shares.

         (a)  Timing of  Distributions:  General  Rule.  Except as  provided  in
Subsections  (d)  and  (e)  below,  Plan  Shares  shall  be  distributed  to the
Participant or his Beneficiary, as the case may be, as soon as practicable after
they  have  been   earned.   No   fractional   shares   shall  be   distributed.
Notwithstanding  anything  herein  to the  contrary,  at the  discretion  of the
Committee, Plan Shares may be distributed prior

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to such Shares being 100% earned, provided that such Plan Shares shall contain a
restrictive  legend  detailing the  applicable  limitations  of such shares with
respect to transfer and forfeiture.

         (b) Form of  Distribution.  All Plan Shares,  together  with any shares
representing stock dividends,  shall be distributed in the form of Common Stock.
One share of Common  Stock shall be given for each Plan Share  earned.  Payments
representing  cash  dividends  (and  earnings  thereon)  shall  be made in cash.
Notwithstanding  anything  within  the Plan to the  contrary,  upon a Change  in
Control  whereby  substantially  all of the Common Stock of the Company shall be
acquired for cash, all Plan Shares  associated with Plan Share Awards,  together
with any shares representing stock dividends  associated with Plan Share Awards,
shall  be,  at the  sole  discretion  of the  Committee,  distributed  as of the
effective  date of  such  Change  in  Control,  or as  soon as  administratively
feasible thereafter,  in the form of cash equal to the consideration received in
exchange for such Common Stock represented by such Plan Shares.

         (c)  Withholding.   The  Trustee  may  withhold  from  any  payment  or
distribution made under this Plan sufficient amounts of cash or shares of Common
Stock necessary to cover any applicable withholding and employment taxes, and if
the amount of such payment or distribution  is not  sufficient,  the Trustee may
require the Participant or Beneficiary to pay to the Trustee the amount required
to be  withheld in taxes as a  condition  of  delivering  the Plan  Shares.  The
Trustee  shall pay over to the  Savings  Bank or  Subsidiary  which  employs  or
employed  such  Participant  any  such  amount  withheld  from  or  paid  by the
Participant or Beneficiary.

         (d) Timing: Exception for 10% Shareholders.  Notwithstanding Subsection
(a) above,  no Plan  Shares may be  distributed  prior to the date which is five
years from the effective date of the Conversion to the extent the Participant or
Beneficiary,  as the case may be,  would  after  receipt  of such  Shares own in
excess of ten percent (10%) of the issued and outstanding shares of Common Stock
held by parties other than Parent,  unless such action is approved in advance by
a majority  vote of  disinterested  directors  of the Board of the Parent or the
Savings Bank. Any Plan Shares  remaining  undistributed  solely by reason of the
operation of this  Subsection (d) shall be distributed to the Participant or his
Beneficiary  on the date  which is five  years  from the  effective  date of the
Conversion.

         (e)  Regulatory  Exceptions.  No  Plan  Shares  shall  be  distributed,
however,  unless and until all of the  requirements  of all  applicable  law and
regulation  shall  have been  fully  complied  with,  including  the  receipt of
approval of the Plan by the  stockholders  of the Savings Bank by such vote,  if
any, as may be required by applicable  law and  regulations as determined by the
Board.

         7.04 Voting of Plan Shares.  After a Plan Share Award has become earned
and non- forfeitable, the Participant shall be entitled to direct the Trustee as
to the voting of the Plan Shares which are associated  with the Plan Share Award
and which have not yet been  distributed  pursuant to Section  7.03,  subject to
rules and  procedures  adopted by the Committee for this purpose.  All shares of
Common  Stock held by the Trust as to which  Participants  are not  entitled  to
direct, or have not directed,  the voting of such Shares,  shall be voted by the
Trustee as directed by the Committee.


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                                  Article VIII
                                  ------------

                                      TRUST

         8.01 Trust.  The Trustee shall receive,  hold,  administer,  invest and
make  distributions  and  disbursements  from the Trust in  accordance  with the
provisions  of  the  Plan  and  Trust  and  the  applicable  directions,  rules,
regulations,  procedures and policies  established by the Committee  pursuant to
the Plan.

         8.02  Management  of Trust.  It is the intention of this Plan and Trust
that the Trustee shall have complete  authority and  discretion  with respect to
the management,  control and investment of the Trust, and that the Trustee shall
invest all assets of the Trust, except those attributable to cash dividends paid
with respect to Plan Shares not held in the Plan Share Reserve,  in Common Stock
to the  fullest  extent  practicable,  except  to the  extent  that the  Trustee
determines  that the holding of monies in cash or cash  equivalents is necessary
to meet the obligations of the Trust. In performing  their duties,  the Trustees
shall have the power to do all things and  execute  such  instruments  as may be
deemed necessary or proper, including the following powers:

         (a) To invest up to one hundred  percent  (100%) of all Trust assets in
         the Common  Stock  without  regard to any law now or hereafter in force
         limiting investments for Trustees or other fiduciaries.  The investment
         authorized  herein may constitute the only investment of the Trust, and
         in making such investment, the Trustee is authorized to purchase Common
         Stock in the market.

         (b) To invest any Trust  assets not  otherwise  invested in  accordance
         with (a) above in such deposit  accounts,  and  certificates of deposit
         (including those issued by the Savings Bank), obligations of the United
         States government or its agencies or such other investments as shall be
         considered the equivalent of cash.

         (c) To sell,  exchange or otherwise dispose of any property at any time
         held or acquired by the Trust.

         (d) To cause stocks,  bonds or other securities to be registered in the
         name of a nominee,  without the addition of words  indicating that such
         security  is an asset  of the  Trust  (but  accurate  records  shall be
         maintained showing that such security is an asset of the Trust).

         (e) To hold cash  without  interest  in such  amounts  as may be in the
         opinion of the Trustee  reasonable for the proper operation of the Plan
         and Trust.

         (f) To employ brokers, agents, custodians, consultants and accountants.

         (g) To hire  counsel to render  advice  with  respect to their  rights,
         duties and  obligations  hereunder,  and such other  legal  services or
         representation as they may deem desirable.

         (h) To  hold  funds  and  securities  representing  the  amounts  to be
         distributed to a Participant  or his  Beneficiary as a consequence of a
         dispute as to the disposition thereof,  whether in a segregated account
         or held in common with other assets.


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<PAGE>



         Notwithstanding  anything herein contained to the contrary, the Trustee
shall not be required to make any  inventory,  appraisal or settlement or report
to any court,  or to secure any order of a court for the  exercise  of any power
herein contained, or to maintain bond.

         8.03 Records and  Accounts.  The Trustee  shall  maintain  accurate and
detailed records and accounts of all  transactions of the Trust,  which shall be
available at all reasonable  times for inspection by any legally entitled person
or entity  to the  extent  required  by  applicable  law,  or any  other  person
determined by the Committee.

         8.04  Earnings.  All  earnings,  gains and losses with respect to Trust
assets shall be allocated in accordance with a reasonable  procedure  adopted by
the  Committee,  to  bookkeeping  accounts  for  Participants  or to the general
account of the Trust,  depending  on the  nature  and  allocation  of the assets
generating such earnings, gains and losses. In particular,  any earnings on cash
dividends  received with respect to shares of Common Stock shall be allocated to
accounts for  Participants,  except to the extent that such cash  dividends  are
distributed to Participants,  if such shares are the subject of outstanding Plan
Share Awards, or, otherwise to the Plan Share Reserve.

         8.05  Expenses.  All costs and expenses  incurred in the  operation and
administration of this Plan,  including those incurred by the Trustee,  shall be
paid by the Savings Bank.

         8.06  Indemnification.  Subject to the  requirements and limitations of
applicable  laws  and  regulations,  the  Parent  and  the  Savings  Bank  shall
indemnify, defend and hold the Trustee harmless against all claims, expenses and
liabilities  arising out of or related to the exercise of the  Trustee's  powers
and the  discharge  of their duties  hereunder,  unless the same shall be due to
their gross negligence or willful misconduct.

                                   Article IX
                                   ----------

                                  MISCELLANEOUS

         9.01  Adjustments  for Capital  Changes.  The aggregate  number of Plan
Shares  available for issuance  pursuant to the Plan Share Awards and the number
of  Shares  to which  any Plan  Share  Award  relates  shall be  proportionately
adjusted for any increase or decrease in the total number of outstanding  shares
of Common Stock issued  subsequent to the effective  date of the Plan  resulting
from any  split,  subdivision  or  consolidation  of the  Common  Stock or other
capital adjustment, change or exchange of the Common Stock, or other increase or
decrease in the number or kind of shares effected  without receipt or payment of
consideration by the Savings Bank.

         9.02  Amendment  and  Termination  of  the  Plan.  The  Board  may,  by
resolution,  at any time,  amend or  terminate  the Plan.  The power to amend or
terminate  the Plan shall  include  the power to direct the Trustee to return to
the Savings Bank all or any part of the assets of the Trust, including shares of
Common Stock held in the Plan Share  Reserve,  as well as shares of Common Stock
and other assets  subject to Plan Share Awards which have not yet been earned by
the Participants to whom they have been awarded. However, the termination of the
Trust shall not affect a  Participant's  right to earn Plan Share  Awards and to
the distribution of Common Stock relating thereto,  including  earnings thereon,
in accordance  with the terms of this Plan and the grant by the Committee or the
Board.


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<PAGE>



         9.03 Nontransferable. Plan Share Awards and rights to Plan Shares shall
not  be  transferable  by  a  Participant,   and  during  the  lifetime  of  the
Participant,  Plan Shares may only be earned by and paid to the  Participant who
was notified in writing of the Award by the Committee  pursuant to Section 6.03.
No Participant or Beneficiary  shall have any right in or claim to any assets of
the Plan or Trust,  nor shall the Parent,  Savings  Bank,  or any  Subsidiary be
subject to any claim for benefits hereunder.

         9.04 No  Employment  Rights.  Neither  the Plan nor any grant of a Plan
Share Award or Plan Shares  hereunder  nor any action taken by the Trustee,  the
Committee  or the Board in  connection  with the Plan  shall  create  any right,
either  express or implied,  on the part of any  Participant  to continue in the
employ or service of the Parent, Savings Bank, or a Subsidiary thereof.

         9.05 Voting and Dividend Rights.  No Participant  shall have any voting
or dividend rights of a stockholder with respect to any Plan Shares covered by a
Plan Share Award,  except as expressly provided in Sections 7.02 and 7.04 above,
prior to the time said Plan Shares are actually distributed to such Participant.

         9.06  Governing  Law.  The Plan and  Trust  shall  be  governed  by and
construed  under the laws of the  Commonwealth  of  Pennsylvania,  except to the
extent that Federal Law shall be deemed applicable.

         9.07  Effective  Date.  The Plan shall be  effective  as of the date of
stockholder ratification of the Plan by stockholders of the Savings Bank.

         9.08 Term of Plan.  This Plan shall  remain in effect until the earlier
of (i)  termination  by the Board,  (ii) the  distribution  of all assets of the
Trust, or (iii) 21 years from the Effective Date.  Termination of the Plan shall
not effect any Plan Share Awards previously granted,  and such Plan Share Awards
shall  remain  valid and in effect  until they have been earned and paid,  or by
their terms expire or are forfeited.

         9.09 Tax Status of Trust.  It is  intended  that the Trust  established
hereby  shall be  treated  as a  grantor  trust of the  Savings  Bank  under the
provisions  of Section  671 et seq. of the  Internal  Revenue  Code of 1986,  as
amended, as the same may be amended from time to time.







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