EXHIBIT 4.1

                           WHG BANCSHARES CORPORATION
                             2001 STOCK OPTION PLAN


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                           WHG BANCSHARES CORPORATION

                             2001 STOCK OPTION PLAN


         1. Purpose of the Plan.  The Plan shall be known as the WHG  BANCSHARES
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CORPORATION  2001 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,
employees and other persons providing  services to the Company,  the Bank or any
present or future Parent or  Subsidiary of the Company,  the Bank 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
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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, or grants of
Stock Options made in accordance with Section 9(a) of the Plan.

                  "Board"  shall mean the Board of Directors of the Company,  or
any successors thereto.

                  "Change in  Control"  shall  mean:  (i) the sale of all,  or a
material  portion,  of the assets of the Company or the Bank; (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 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  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, or the purchase of shares of up to 25% of any
class of securities  of the Company by a  tax-qualified  employee  stock benefit
plan. 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.

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

                  "Company" shall mean WHG BANCSHARES CORPORATION.

                  "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 Bank, its Parent, its
Subsidiaries or a successor.

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

                  "Director  Emeritus" shall mean 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 Bank or the Company from time
to time.

                  "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 Company, the Bank or
any present or future  Parent or  Subsidiary  of the Company in his then current
capacity as determined by the Committee.

                  "Effective Date" shall mean November 13, 2000.

                  "Employee" shall mean any person employed by the Company,  the
Bank, 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.

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                  "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.

                  "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 employee of the
Company,  the Bank,  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 WHG  BANCSHARES  CORPORATION  2001 Stock
Option Plan.

                  "Retirement"   shall  mean   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 Company.  Service to the Company  rendered prior to the Effective Date shall
be recognized in determining  eligibility to meet the requirements of Retirement
under the Plan.

                  "Savings Bank" or "Bank" shall mean Heritage  Federal  Savings
Bank, FSB, or any successor corporation thereto.

                  "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 13 hereof,  the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall not exceed  109,000  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.

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          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 two 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.


                  (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
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.
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                            (a)  The Committee shall from time to time determine
the officers, Directors, 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

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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 5% to any  individual  non-employee
Director.  In no event shall Shares  subject to Options  granted to any Employee
exceed more than 25% 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 18  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
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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:

                  (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.

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                  (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,  the Bank, or any present
or future  Parent or  Subsidiary  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 three (3) months prior to 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,  the Options will be first exercisable at the rate of one- third on the
date of grant and one-third  annually  thereafter during such periods of service
as an Employee, Director or Director Emeritus.

                  (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.

                  (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) Options  Granted to Directors.  Subject to the limitations
of Section 6(c), Non- Incentive Stock Options to purchase 4,950 shares of Common
Stock  will  be  granted  to  each  Director  who is not an  Employee  as of the
Effective  Date,  at an exercise  price  equal to the Fair  Market  Value of the
Common Stock on such date of grant. The Options will be first exercisable at the
rate of one-third on the Effective Date and one-third annually thereafter during
such  periods of service as a Director  or  Director  Emeritus.  Upon the death,
Disability or Retirement of the Director or Director Emeritus, such Option shall
be deemed  immediately  100%  exercisable.  Such  Options  shall  continue to be
exercisable for a period of ten years following the date of grant without regard
to the continued  services of such Director as a Director or Director  Emeritus.
In the event of the  Optionee's  death,  such  Options may be  exercised  by the
personal  representative  of his  estate or person or persons to whom his rights
under  such  Option  shall  have  passed by will or by the laws of  descent  and
distribution.  Options may be granted to newly appointed or elected non-employee
Directors  within the sole  discretion of the Committee.  The exercise price per
Share of such  Options  granted  shall be equal to the Fair Market  Value of the
Common Stock at the time such Options are granted.  All outstanding Awards shall
become  immediately  exercisable  in the  event of a Change  in  Control  of the
Company. Unless otherwise inapplicable, or inconsistent with the provisions

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of this  paragraph,  the Options to be granted to Directors  hereunder  shall be
subject to all other provisions of this Plan.

                  (b) Option Price. The exercise price per Share of Common Stock
for each  Non-Incentive  Stock Option  granted  pursuant to the Plan shall be at
such price as the  Committee  may  determine in its sole  discretion,  but in no
event less than the Fair Market  Value of such Common Stock on the date of grant
as determined by the Committee in good faith.

                  (c)  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.

                  (d) 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.

                  (e) 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 first
exercisable at the rate of one-third on the date of grant and one-third annually
thereafter  during such periods of service as an Employee,  Director or Director
Emeritus.

                  (f) 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.

                  (g)  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 Stock Options.
--------------------------------------

                  (a)   Termination  of  Employment.   In  the  event  that  any
Optionee's  employment  with the Company,  the Bank,  or other present or future
Parent or Subsidiaries shall terminate for any reason,  other than Disability or
death, all of any such Optionee's  Incentive Stock 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 Incentive Stock Options, or (ii) the
expiration of not more than three (3) months after 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 or Director Emeritus 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 Bank, the Company,  or any present or future Parent or  Subsidiaries of
the Company shall  terminate as the result of the  Disability of such  Optionee,
such Optionee may exercise any Incentive  Stock 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 Incentive  Stock 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  Incentive
Stock Options at the date of such termination of employment.

                  (c)  Death.  In the  event of the  death of an  Optionee,  any
Incentive  Stock Options granted to such Optionee may be exercised by the person
or persons to whom the Optionee's  rights under any such Incentive Stock 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  Incentive  Stock
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 Incentive Stock Options at the date of death.  For purposes of
this Section  10(c),  any  Incentive  Stock 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 Incentive Stock Option at the
date of death is the passage of a specified period of time. At the discretion of
the Committee,  upon exercise of such 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) Incentive Stock 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  Incentive  Stock  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 Incentive Stock

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Option granted under the Plan to any Optionee whose  employment with the Company
or the Bank  terminates  shall not have been  exercised  within  the  applicable
period set forth in this Section 10, any such  Incentive  Stock 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 the Optionee.

         11.  Effect  of  Termination  of  Employment,   Disability,   Death  or
              ------------------------------------------------------------------
Retirement  on  Non-Incentive  Stock  Options.   The  terms  and  conditions  of
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Non-Incentive  Stock Options  relating to the effect of the  Retirement or other
termination of an Optionee's employment or service, Disability of an Optionee or
his death shall be such terms and conditions as the Committee shall, in its sole
discretion, determine at the time of termination of service, unless specifically
provided for by the terms of the Agreement at the time of grant of the Award.

         12.  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  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.

         13.  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

                                        9
<PAGE>

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:

                            (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 13(a), 13(b) and 13(e) hereof,
no  Optionee  shall  have any rights by reason of the  occurrence  of any of the
events described in this Section 13.

         14. 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.

                                       10
<PAGE>

         15.  Effective  Date. The Plan shall became  effective upon the date of
              ---------------
approval of the Plan by the Board of the Company (November 13, 2000).

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

         17.  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 18 hereof.

         18.  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 13 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.

                  (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.

         19. 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.

                                       11
<PAGE>

                  (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.

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

         21. 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.

         22. 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 any
present or future Parent or Subsidiary.

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

                                       12