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                                  EXHIBIT 10.2

                                 EAST PENN BANK
                            1999 STOCK INCENTIVE PLAN

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                                 EAST PENN BANK

                            1999 STOCK INCENTIVE PLAN

1. Purpose. The purpose of this Stock Incentive Plan (the "Plan") is to advance
the development, growth and financial condition of East Penn Bank (the "Bank")
and each subsidiary thereof, as defined in Section 424 of the Internal Revenue
Code of 1986, as amended (the "Code"), by providing incentives through
participation in the appreciation of the common stock of the Bank to secure,
retain and motivate personnel who may be responsible for the operation and for
management of the affairs of the Bank and any subsidiary now or hereafter
existing ("Subsidiary").

2. Term. The Plan shall become effective as of the date it is adopted by the
Bank's Board of Directors (the "Board"), and shall be presented for approval at
the next meeting of the Bank's shareholders. Any and all options, rights and
stock awarded under the Plan (the "Awards") before it is approved by the Bank's
shareholders shall be conditioned upon, and may not be exercised before, receipt
of shareholder approval, and shall lapse upon failure to receive such approval.
Unless previously terminated by the Board, the Plan shall terminate on, and no
awards shall be granted after the tenth anniversary of the effective date of the
Plan.

3. Stock. Shares of the Bank's common stock (the "Stock"), that may be issued
under the Plan shall not exceed, in the aggregate, 140,000 shares, as may be
adjusted pursuant to Section 19 hereof. Shares may be either authorized and
unissued shares, or authorized shares, issued by and subsequently reacquired by
the Bank as treasury stock. Under no circumstances shall any fractional shares
be awarded under the Plan. Except as may be otherwise provided in the Plan, any
Stock subject to an Award that, for any reason, lapses or terminates prior to
exercise, shall again become available for grant under the Plan. While the Plan
is in effect, the Bank shall reserve and keep available the number of shares of
Stock needed to satisfy the requirements of the Plan. The Bank shall apply for
any requisite governmental authority to issue shares under the Plan. The Bank's
failure to obtain any such governmental authority, deemed necessary by the
Bank's legal counsel for the lawful issuance and sale of Stock under the Plan,
shall relieve the Bank of any duty, or liability for the failure to issue or
sell the Stock.

4. Administration. The ability to control and manage the operation and
administration of the Plan shall be vested in the Board or in a committee of two
or more members of the Board, selected by the Board (the "Committee"). The
Committee shall have the authority and discretion to interpret the Plan, to
establish, amend and rescind any rules and regulations relating to the Plan, to
determine the terms and provisions of any agreements made pursuant to the Plan,
and to make any and all determinations that may be necessary or advisable for
the administration of the Plan. Any interpretation of the Plan by the Committee
and any decision made by the Committee under the Plan is final and binding.

      The Committee shall be responsible and shall have full, absolute and final
power of



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authority to determine what, to whom, when and under what facts and
circumstances Awards shall be made, and the form, number, terms, conditions and
duration thereof, including but not limited to when exercisable, the number of
shares of Stock subject thereto, and the stock option exercise prices. The
Committee shall make all other determinations and decisions, take all actions
and do all things necessary or appropriate in and for the administration of the
Plan. No member of the Committee or of the Board shall be liable for any
decision, determination or action made or taken in good faith by such person
under or with respect to the Plan or its administration.

5. Awards. Awards may be made under the Plan in the form of: (a) "Qualified
Options" to purchase Stock, which are intended to qualify for certain tax
treatment as incentive stock options under Sections 421 and 422 of the Code, (b)
"Non-Qualified Options" to purchase Stock, which are not intended to qualify
under Sections 421 through 424 of the Code, (c) Stock Appreciation Rights
("SARs"), or (d) "Restricted Stock". More than one Award may be granted to an
eligible person, and the grant of any Award shall not prohibit the grant of
another Award, either to the same person or otherwise, or impose any obligation
to exercise on the participant. All Awards and the terms and conditions thereof
shall be set forth in written agreements, in such form and content as approved
by the Committee from time to time, and shall be subject to the provisions of
the Plan whether or not contained in such agreements. Multiple Awards for a
particular person may be set forth in a single written agreement or in multiple
agreements, as determined by the Committee, but in all cases each agreement for
one or more Awards shall identify each of the Awards thereby represented as a
Qualified Option, a Non-Qualified Option, a Stock Appreciation Right or
Restricted Stock, as the case may be.

6. Eligibility. Persons eligible to receive Awards shall be those key officers
and other employees of the Bank and each Subsidiary, as determined by the
Committee. A person's eligibility to receive an Award shall not confer upon him
or her any right to receive an Award. Except as otherwise provided, a person's
eligibility to receive, or actual receipt of an Award under the Plan shall not
limit or affect his or her benefits under or eligibility to participate in any
other incentive or benefit plan or program of the Bank or of its affiliates.

7. Qualified Options. In addition to other applicable provisions of the Plan,
all Qualified Options and Awards thereof shall be under and subject to the
following terms and conditions:

      (a) The maximum number of shares of Stock that may be issued by options
intended to be Qualified Options shall be 140,000 shares;

      (b) No Qualified Option shall be awarded more than ten (10) years after
the date the Plan is adopted by the Board or the date the Plan is approved by
the Bank's shareholders, whichever is earlier;

      (c) The time period during which any Qualified Option is exercisable, as
determined by the Committee, shall not commence before the expiration of six (6)
months or continue beyond the expiration of ten (10) years after the date the
Qualified Option is awarded;



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      (d) If a participant, who was awarded a Qualified Option, ceases to be
employed by the Bank or any Subsidiary for any reason other than his or her
death, the Committee may permit the participant thereafter to exercise the
option during its remaining term for a period of not more than three (3) months
after cessation of employment to the extent that the Qualified Option was then
and remains exercisable, unless such employment cessation was due to the
participant's disability, as defined in Section 22(e)(3) of the Code, in which
case the three (3) month period shall be twelve (12) months; if the participant
dies while employed by the Bank or a Subsidiary, the Committee may permit the
participant's qualified personal representatives, or any persons who acquire the
Qualified Option pursuant to his or her Will or laws of descent and
distribution, to exercise the Qualified Option during its remaining term for a
period of not more than twelve (12) months after the participant's death to the
extent that the Qualified Option was then and remains exercisable; the Committee
may impose terms and conditions upon and for the exercise of a Qualified Option
after the cessation of the participant's employment or his or her death;

      (e) The purchase price of Stock subject to any Qualified Option shall not
be less than the Stock's fair market value at the time the Qualified Option is
awarded and shall not be less than the Stock's par value; and

      (f) Qualified Options may not be sold, transferred or assigned by the
participant except by will or the laws of descent and distribution.

8. Non-Qualified Options. In addition to other applicable provisions of the
Plan, all Non-Qualified Options and Awards thereof shall be under and subject to
the following terms and conditions:

      (a) The time period during which any Non-Qualified Option is exercisable
shall not commence before the expiration of six (6) months or continue beyond
the expiration of ten (10) years after the date the Non-Qualified Option is
awarded;

      (b) If a participant, who was awarded a Non-Qualified Option, ceases to be
eligible under the Plan, before lapse or full exercise of the option, the
Committee may permit the participant to exercise the option during its remaining
term, to the extent that the option was then and remains exercisable, or for
such time period and under such terms and conditions as may be prescribed by the
Committee;

      (c) The purchase price of a share of Stock subject to any Non-Qualified
Option shall not be less than the Stock's par value; and

      (d) Except as otherwise provided by the Committee, Non-Qualified Stock
Options granted under the Plan are not transferable except as designated by the
participant by Will and the laws of descent and distribution.

9. Stock Appreciation Rights. In addition to other applicable provisions of the
Plan, all SARs and Awards thereof shall be under and subject to the following
terms and conditions:

      (a) SARs may be granted either alone, or in connection with another
previously or



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contemporaneously granted Award (other than another SAR) so as to operate in
tandem therewith by having the exercise of one affect the right to exercise the
other, as and when the Committee may determine; however, no SAR shall be awarded
in connection with a Qualified Option more than ten (10) years after the date
the Plan is adopted by the Board or the date the Plan is approved by the Bank's
stockholders, whichever date is earlier;

      (b) Each SAR shall entitle the participant to receive upon exercise of the
SAR all or a portion of the excess of (i) the fair market value at the time of
such exercise of a specified number of shares of Stock as determined by the
Committee, over (ii) a specified price as determined by the Committee of such
number of shares of Stock that, on a per share basis, is not less than the
Stock's fair market value at the time the SAR is awarded, or if the SAR is
connected with another Award, such lesser percentage of the Stock purchase price
thereunder as may be determined by the Committee;

      (c) Upon exercise of any SAR, the participant shall be paid either in cash
or in Stock, or in any combination thereof, as the Committee shall determine; if
such payment is to be made in Stock, the number of shares thereof to be issued
pursuant to the exercise shall be determined by dividing the amount payable upon
exercise by the Stock's fair market value at the time of exercise;

      (d) The time period during which any SAR is exercisable, as determined by
the Committee, shall not commence before the expiration of six (6) months from
the date of the grant of the SAR; however, no SAR connected with another Award
shall be exercisable beyond the last date that such other connected Award may be
exercised;

      (e) If a participant holding a SAR, before its lapse or full exercise,
ceases to be eligible under the Plan, the Committee may permit the participant
thereafter to exercise such SAR during its remaining term, to the extent that
the SAR was then and remains exercisable, for such time period and under such
terms and conditions as may be prescribed by the Committee;

      (f) No SAR shall be awarded in connection with any Qualified Option unless
the SAR (i) lapses no later than the expiration date of such connected Option,
(ii) is for not more than the difference between the Stock purchase price under
such connected Option and the Stock's fair market value at the time the SAR is
exercised, (iii) is transferable only when and as such connected Option is
transferable and under the same conditions, (iv) may be exercised only when such
connected Option may be exercised, and (v) may be exercised only when the
Stock's fair market value exceeds the Stock purchase price under such connected
Option.

10. Restricted Stock. In addition to other applicable provisions of the Plan,
all Restricted Stock and Awards thereof shall be under and subject to the
following terms and conditions:

      (a) Restricted Stock shall consist of shares of Stock that may be acquired
by and issued to a participant at such time, for such or no purchase price, and
under and subject to such transfer, forfeiture and other restrictions,
conditions or terms as shall be determined by the Committee, including but not
limited to prohibitions against transfer, substantial risks of



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forfeiture within the meaning of Section 83 of the Code, and attainment of
performance or other goals, objectives or standards, all for or applicable to
such time periods as determined by the Committee;

      (b) Except as otherwise provided in the Plan or the Restricted Stock
Award, a participant holding shares of Restricted Stock shall have all the
rights as does a holder of Stock, including without limitation the right to vote
such shares and receive dividends with respect thereto; however, during the time
period of any restrictions, conditions or terms applicable to such Restricted
Stock, the shares thereof and the right to vote the same and receive dividends
thereon shall not be sold, assigned, transferred, exchanged, pledged,
hypothecated, encumbered or otherwise disposed of except as permitted by the
Plan or the Restricted Stock Award;

      (c) Each certificate issued for shares of Restricted Stock shall be
deposited with the Secretary of the Bank, or the office thereof, and shall bear
a legend in substantially the following form and content:

      This Certificate and the shares of Stock hereby represented are subject to
the provisions of the Bank's 1999 Stock Incentive Plan and a certain agreement
entered into between the holder and the Bank pursuant to the Plan. The release
of this Certificate and the shares of Stock hereby represented from such
provisions shall occur only as provided by the Plan and agreement, a copy of
which are on file in the office of the Secretary of the Bank.

      Upon the lapse or satisfaction of the restrictions, conditions and terms
applicable to the Restricted Stock, a certificate for the shares of Stock free
of restrictions and without the legend shall be issued to the participant;

      (d) If a participant's employment with the Bank or a Subsidiary ceases for
any reason prior to the lapse of the restrictions, conditions or terms
applicable to his or her Restricted Stock, all of the participant's Restricted
Stock still subject to unexpired restrictions, conditions or terms shall be
forfeited absolutely by the participant to the Bank without payment or delivery
of any consideration or other thing of value by the Bank or its affiliates, and
thereupon and thereafter neither the participant nor his or her heirs, personal
or legal representatives, successors, assigns, beneficiaries, or any claimants
under the participant's Last Will or laws of descent and distribution, shall
have any rights or claims to or interests in the forfeited Restricted Stock or
any certificates representing shares thereof, or claims against the Bank or its
affiliates with respect thereto.

11. Exercise. Except as otherwise provided in the Plan, Awards may be exercised
in whole or in part by giving written notice thereof to the Secretary of the
Bank, or his or her designee, identifying the Award to be exercised, the number
of shares of Stock with respect thereto, and other information pertinent to
exercise of the Award. The purchase price of the shares of Stock with respect to
which an Award is exercised shall be paid with the written notice of exercise,
either in cash or in Stock of the Bank, including Stock issuable hereunder, at
its then current fair market value, or in any combination thereof, as the
Committee shall determine. Funds received by the Bank from the exercise of any
Award shall be used for its general corporate purposes.



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      The number of shares of Stock subject to an Award shall be reduced by the
number of shares of Stock with respect to which the participant has exercised
rights under the Award. If a SAR is awarded in connection with another Award,
the number of shares of Stock that may be acquired by the participant under the
other connected Award shall be reduced by the number of shares of Stock with
respect to which the participant has exercised his or her SAR, and the number of
shares of Stock subject to the participant's SAR shall be reduced by the number
of shares of Stock acquired by the participant pursuant to the other connected
Award.

      The Committee may permit an acceleration of previously established
exercise terms of any Awards as, when, under such facts and circumstances, and
subject to such other or further requirements and conditions as the Committee
may deem necessary or appropriate.

      In addition:

      (a) if the Bank or its shareholders execute an agreement to dispose of all
or substantially all of the Bank's assets or stock by means of sale, merger,
consolidation, reorganization, liquidation or otherwise, as a result of which
the Bank's shareholders, immediately before the transaction, will not own at
least fifty percent (50%) of the total combined voting power of all classes of
voting stock of the surviving entity (be it the Bank or otherwise) immediately
after the consummation of the transaction, then any and all outstanding Awards
shall immediately become and remain exercisable or, if the transaction is not
consummated, until the agreement relating to the transaction expires or is
terminated, in which case, all Awards shall be treated as if the agreement was
never executed;

      (b) if there is an actual, attempted or threatened change in the ownership
of at least twenty-five percent (25%) of all classes of voting stock of the Bank
through the acquisition of, or an offer to acquire such percentage of the Bank's
voting stock by any person or entity, or persons or entities acting in concert
or as a group, and such acquisition or offer has not been duly approved by the
Board, then any and all outstanding awards shall immediately become and remain
exercisable; or

      (c) if during any period of two (2) consecutive years, the individuals who
at the beginning of such period constituted the Board cease, for any reason, to
constitute at least a majority of the Board (unless the election of each
director of the Board, who was not a director of the Board at the beginning of
such period, was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period) then any and
all Awards shall immediately become and remain exercisable.

12. Right of First Refusal. Each written agreement for an Award may contain a
provision that requires as a condition to exercising a Qualified Option, a Non
Qualified Option or a Stock Appreciation Right that the participant agree prior
to selling, transferring or otherwise disposing of any shares of Stock obtained
through the exercise of the Award to first offer such shares of Stock to the
Bank for purchase. The terms and conditions of such right of first refusal shall
be determined by the Committee in its sole and absolute discretion, provided
that the purchase price shall be at least equal to the Stock's fair market value
as determined under paragraph 14 below, and shall be subject to all applicable
federal and state laws, rules and regulations.



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13. Withholding. When a participant exercises a stock option or Stock
Appreciation Right awarded under the Plan, or when a withholding obligation
arises with respect to Restricted Stock, the Bank, in its discretion and as
required by law, may require the participant to remit to the Bank an amount
sufficient to satisfy fully any federal, state and other jurisdictions' income
and other tax withholding requirements prior to the delivery of any certificates
for shares of Stock. At the Committee's discretion, remittance may be made in
cash, shares already held by the participant or by the withholding by the Bank
of sufficient shares issuable pursuant to the option to satisfy the
participant's withholding obligation.

14. Value. Where used in the Plan, the "fair market value" of Stock or any
options or rights with respect thereto, including Awards, shall mean and be
determined by (a) the average of the highest and lowest reported sales prices
thereof on the principal established domestic securities exchange on which
listed, and if not listed, then (b) the average of the dealer "bid" and "ask"
prices thereof on the over-the-counter market, as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), in
either case as of the specified or otherwise required or relevant time, or if
not traded as of such specified, required or relevant time, then based upon such
reported sales or "bid" and "ask" prices before and/or after such time in
accordance with pertinent provisions of and principles under the Code and the
regulations promulgated thereunder.

15. Amendment. To the extent permitted by applicable law, the Board may amend,
suspend, or terminate the Plan at any time. The amendment or termination of this
Plan shall not, without the consent of the participants, alter or impair any
rights or obligations under any Award previously granted hereunder.

      From time to time, the Committee may rescind, revise and add to any of the
terms, conditions and provisions of the Plan or of an Award as necessary or
appropriate to have the Plan and any Awards thereunder be or remain qualified
and in compliance with all applicable laws, rules and regulations, and the
Committee may delete, omit or waive any of the terms conditions or provisions
that are no longer required by reason of changes of applicable laws, rules or
regulations, including but not limited to, the provisions of Sections 421 and
422 of the Code, Section 16 of the Securities Exchange Act of 1934, as amended,
(the "1934 Act") and the rules and regulations promulgated by the Securities and
Exchange Commission. Without limiting the generality of the preceding sentence,
each Qualified Option shall be subject to such other and additional terms,
conditions and provisions as the Committee may deem necessary or appropriate in
order to qualify as a Qualified Option under Section 422 of the Code, including,
but not limited to, the following provisions:

      (a) At the time a Qualified Option is awarded, the aggregate fair market
value of the Stock subject thereto and of any Stock or other capital stock with
respect to which incentive stock options qualifying under Sections 421 and 422
of the Code are exercisable for the first time by the participant during any
calendar year under the Plan and any other plans of the Bank or its affiliates,
shall not exceed $100,000.00; and



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      (b) No Qualified Option, shall be awarded to any person if, at the time of
the Award, the person owns shares of the stock of the Bank possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Bank or its affiliates, unless, at the time the Qualified Option is awarded,
the exercise price of the Qualified Option is at least one hundred and ten
percent (110%) of the fair market value of the Stock on the date of grant and
the option, by its terms, is not exercisable after the expiration of five (5)
years from the date it is awarded.

16. Continued Employment. Nothing in the Plan or any Award shall confer upon any
participant or other persons any right to continue in the employ of, or maintain
any particular relationship with, the Bank or its affiliates, or limit or affect
any rights, powers or privileges that the Bank or its affiliates may have to
supervise, discipline and terminate the participant.

However, the Committee may require, as a condition of making and/or exercising
any Award, that a participant agree to, and in fact provide services, either as
an employee or in another capacity, to or for the Bank or any Subsidiary for
such time period as the Committee may prescribe. The immediately preceding
sentence shall not apply to any Qualified Option, to the extent such application
would result in disqualification of the option under Sections 421 and 422 of the
Code.

17. General Restrictions. If the Committee or Board determines that it is
necessary or desirable to: (a) list, register or qualify the Stock subject to
the Award, or the Award itself, upon any securities exchange or under any
federal or state securities or other laws, (b) obtain the approval of any
governmental authority, or (c) enter into an agreement with the participant with
respect to disposition of any Stock (including, without limitation, an agreement
that, at the time of the participant's exercise of the Award, any Stock thereby
acquired is and will be acquired solely for investment purposes and without any
intention to sell or distribute the Stock), then such Award shall not be
consummated in whole or in part unless the listing, registration, qualification,
approval or agreement, as the case may be, shall have been appropriately
effected or obtained to the satisfaction of the Committee and legal counsel for
the Bank.

18. Rights. Except as otherwise provided in the Plan, participants shall have no
rights as a holder of the Stock unless and until one or more certificates for
the shares of Stock are issued and delivered to the participant. No Award, or
the grant thereof, shall limit or affect the right or power of the Bank or its
affiliates to adjust, reclassify, recapitalize, reorganize or otherwise change
its or their capital or business structure, or to merge, consolidate, dissolve,
liquidate or sell any or all of its or their business, property or assets.

19. Adjustments. In the event that the shares of Stock of the Bank, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of common stock or of other securities of the Bank or of another bank
or of another legal entity (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares or
otherwise) or if the number of such shares of Stock shall be increased through
the payment of a stock dividend, stock split or similar transaction, then, there
shall be substituted for or added to each share of Stock of the Bank that was
theretofore appropriated, or which thereafter may become subject to an option
under the Plan, the number and kind of shares of common stock or



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other securities into which each outstanding share of the Stock of the Bank
shall be so changed or for which each such share shall be exchanged or to which
each such shares shall be entitled, as the case may be. Each outstanding Award
shall be appropriately amended as to price and other terms, as may be necessary
to reflect the foregoing events.

      If there shall be any other change in the number or kind of the
outstanding shares of the Stock of the Bank, or of any common stock or other
securities in which such common stock shall have been changed, or for which it
shall have been exchanged, and if a majority of the disinterested members of the
Board shall, in its sole discretion, determine that such change equitably
requires an adjustment in any Award that was theretofore granted or that may
thereafter be granted under the Plan, then such adjustment shall be made in
accordance with such determination.

      The grant of an Award under the Plan shall not affect in any way the right
or power of the Bank to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, to merge, to consolidate, to
dissolve, to liquidate or to sell or transfer all or any part of its business or
assets.

      Fractional shares resulting from any adjustment in Awards pursuant to this
Section 19 may be settled as a majority of the members of the Board or of the
Committee, as the case may be, shall determine.

      To the extent that the foregoing adjustments relate to Stock or securities
of the Bank, such adjustments shall be made by a majority of the members of the
Board or of the Committee, as the case may be, whose determination in that
respect shall be final, binding and conclusive. Notice of any adjustment shall
be given by the Bank to each holder of an Award that is so adjusted.

20. Forfeiture. Notwithstanding anything to the contrary in this Plan, if the
Committee finds, after full consideration of the facts presented on behalf of
the Bank and the involved participant, that he or she has been engaged in fraud,
embezzlement, theft, commission of a felony, or dishonesty in the course of his
or her employment by the Bank or by any Subsidiary and such action has damaged
the Bank or the Subsidiary, as the case may be, or that the participant has
disclosed trade secrets of the Bank or its affiliates, the participant shall
forfeit all rights under and to all unexercised Awards, and under and to all
exercised Awards under which the Bank has not yet delivered payment or
certificates for shares of Stock (as the case may be), all of which Awards and
rights shall be automatically canceled. The decision of the Committee as to the
cause of the participant's discharge from employment with the Bank or any
Subsidiary and the damage thereby suffered shall be final for purposes of the
Plan, but shall not affect the finality of the participant's discharge by the
Bank or Subsidiary for any other purposes. The preceding provisions of this
paragraph shall not apply to any Qualified Option to the extent such application
would result in disqualification of the option as an incentive stock option
under Sections 421 and 422 of the Code.

21. Indemnification. In and with respect to the administration of the Plan, the
Bank shall indemnify each member of the Committee and/or of the Board, each of
whom shall be entitled,



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without further action on his or her part, to indemnification from the Bank for
all damages, losses, judgments, settlement amounts, punitive damages, excise
taxes, fines, penalties, costs and expenses (including without limitation
attorneys' fees and disbursements) incurred by the member in connection with any
threatened, pending or completed action, suit or other proceedings of any
nature, whether civil, administrative, investigative or criminal, whether formal
or informal, and whether by or in the right or name of the Bank, any class of
its security holders, or otherwise, in which the member may be or may have been
involved, as a party or otherwise, by reason of his or her being or having been
a member of the Committee and/or of the Board, whether or not he or she
continues to be a member of the Committee or of the Board. The provisions,
protection and benefits of this Section shall apply and exist to the fullest
extent permitted by applicable law to and for the benefit of all present and
future members of the Committee and/or of the Board and their respective heirs,
personal and legal representatives, successors and assigns, in addition to all
other rights that they may have as a matter of law, by contract, or otherwise,
except (a) to the extent there is entitlement to insurance proceeds under
insurance coverages provided by the Bank on account of the same matter or
proceeding for which indemnification hereunder is claimed, or (b) to the extent
there is entitlement to indemnification from the Bank, other than under this
Section, on account of the same matter or proceeding for which indemnification
hereunder is claimed.

22. Taxes. The issuance of shares of Stock under the Plan shall be subject to
any and all applicable laws and regulations, including tax reporting and
withholding laws and regulations, of the United States of America, and of state
and local taxing authorities.

23. Miscellaneous.

      (a) Any reference contained in this Plan to particular section or
provision of law, rule or regulation, including but not limited to the Code and
the 1934 Act, shall include any subsequently enacted or promulgated section or
provision of law, rule or regulation, as the case may be. With respect to
persons subject to Section 16 of the 1934 Act, transactions under this Plan are
intended to comply with all applicable conditions of Section 16 and the rules
and regulations promulgated thereunder, or any successor rules and regulations
that may be promulgated by the Securities and Exchange Commission, and to the
extent any provision of this Plan or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by applicable law and
deemed advisable by the Committee.

      (b) Where used in this Plan, the plural shall include the singular, and
unless the context otherwise clearly requires, the singular shall include the
plural.

      (c) Where used in this Plan, the term "affiliates" shall mean each and
every Subsidiary and any parent of the Bank.

      (d) The captions of the numbered Sections contained in this Plan are for
convenience only, and shall not limit or affect the meaning, interpretation or
construction of any of the provisions of the Plan.



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