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                                                                   EXHIBIT  10.2

                                                                      APPENDIX B

                             SHO-ME FINANCIAL CORP.


                   MANAGEMENT RECOGNITION AND RETENTION PLAN



          1.  Plan Purpose.  The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining executive officers and directors of the Corporation
and its Affiliates.

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

                 "Award" - means the grant by the Committee of Restricted
Stock, as provided in the Plan.

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

                 "Bank" - means 1st Savings Bank, f.s.b., a savings institution
and its predecessors and successors.

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

                 "Committee" - means the Committee referred to in Section 7
hereof.

                 "Continuous Service" - means the absence of any interruption
or termination of service as a director, advisory director, executive officer
or employee of the Corporation or any Affiliate.  Service shall not be
considered interrupted in the case of sick leave, military leave or any other
leave of absence approved by the Corporation or any Affiliate or in the case of
transfers between payroll locations of the Corporation or between the
Corporation, its subsidiaries or its successor.

                 "Corporation" - means Sho-Me Financial Corp, a Delaware
corporation.

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

                 "Non-Employee Director" - means a director who (i) is not
currently an Employee; (ii) does not receive compensation from the Corporation
or any Affiliate in any capacity other than as a director (except for an amount
that does not exceed the dollar amount for which disclosure would be required
pursuant to Item 404(a) of Regulation S-K; and (iii) does not possess an
interest in any other transactions and is not engaged in a business
relationship for which disclosure would be required pursuant to Items 404(a) or
(b) of Regulation S-K.
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                 "Participant" - means any director, advisory director,
executive officer or employee of the Corporation or any Affiliate who is
selected by the Committee to receive an Award.

                 "Plan" - means the Management Recognition and Retention Plan
of the Corporation.

                 "Restricted Period" - means the period of time selected by the
Committee for the purpose of determining when restrictions are in effect under
Section 3 hereof with respect to Restricted Stock awarded under the Plan.

                 "Restricted Stock" - means Shares which have been contingently
awarded to a Participant by the Committee subject to the restrictions referred
to in Section 3 hereof, so long as such restrictions are in effect.

     "Shares" - means the common stock, par value $0.01 per share, of the
                                 Corporation.

        3.  Terms and Conditions of Restricted Stock.  The Committee shall have
full and complete authority, subject to the limitations of the Plan, to grant
awards of Restricted Stock and, in addition to the terms and conditions
contained in paragraphs (a) through (e) of this Section 3, to provide such
other terms and conditions (which need not be identical among Participants) in
respect of such Awards, and the vesting thereof, as the Committee shall
determine.

                 (a)  At the time of an award of Restricted Stock, the
Committee shall establish for each Participant a Restricted Period, during
which or at the expiration of which, as the Committee shall determine and
provide in the agreement referred to in paragraph (d) of this Section 3, the
Shares awarded as Restricted Stock shall vest, and subject to any such other
terms and conditions as the Committee shall provide, shares of Restricted Stock
may not be sold, assigned, transferred, pledged, voted or otherwise encumbered
by the Participant, except as hereinafter provided, during the Restricted
Period.  Except for such restrictions, and subject to paragraphs (c) and (e) of
this Section 3 and Section 4 hereof, the Participant as owner of such shares
shall have all the rights of a stockholder.  Subject to compliance with OTS
Regulations, or a waiver therefrom, the Committee shall have the authority, in
its discretion, to accelerate the time at which any or all of the restrictions
shall lapse with respect thereto, or to remove any or all of such restrictions,
whenever it may determine that such action is appropriate by reason of changes
in applicable tax or other laws or other changes in circumstances occurring
after the commencement of such Restricted Period.

                 (b)  Except as provided in Section 5 hereof, if a Participant
ceases to maintain Continuous Service for any reason (other than death, total
or partial disability or normal or early retirement), unless the Committee
shall otherwise determine, all Shares of Restricted Stock theretofore awarded
to such Participant and which at the time of such termination of Continuous
Service are subject to the restrictions imposed by paragraph (a) of this
Section 3 shall upon such termination of Continuous Service be forfeited and
returned to the Corporation.  If a Participant ceases to maintain Continuous
Service by reason of death, total or partial disability or normal
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or early retirement, Restricted Stock then still subject to restrictions
imposed by paragraph (a) of this Section 3 will be free of those restrictions
at the time of such termination of Continuous Service.

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

                 "The transferability of this certificate and the shares of
         stock represented hereby are subject to the terms and conditions
         (including forfeiture) contained in the Management Recognition and
         Retention Plan of Sho-Me Financial Corp.  Copies of such Plan are on
         file in the offices of the Secretary of Sho-Me Financial Corp., 109
         North Hickory Street, Mt. Vernon, Missouri 65712-1104.

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

                 (e)      At the time of an award of shares of Restricted
Stock, the Committee shall  determine that the payment to the Participant of
dividends declared or paid on such shares, or specified portions thereof, by
the Corporation shall be deferred until the lapsing of the restrictions imposed
under paragraph (a) of this Section 3, and shall be held by the Corporation for
the account of the Participant until such time.  There shall be credited at the
end of each year (or portion thereof) interest on the amount of the account at
the beginning of the year at a rate per annum as the Committee, in its
discretion, may determine.  Payment of deferred dividends, together with
interest accrued thereon, shall be made upon the earlier to occur of the
lapsing of the restrictions imposed under paragraph (a) of this Section 3 or
upon death, total or partial disability or normal or early retirement of the
Participant.

                 (f)  At the expiration of the restrictions imposed by
paragraph (a) of this Section 3, the Corporation shall redeliver to the
Participant (or where the relevant provision of paragraph (b) of this Section 3
applies in the case of a deceased Participant, to his legal representative,
beneficiary or heir) the certificate(s) and stock power deposited with it
pursuant to paragraph (c) of this Section 3 and the Shares represented by such
certificate(s) shall be free of the restrictions referred to in paragraph (a)
of this Section 3.

        4.  Adjustments Upon Changes in Capitalization.  In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan
by reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan and the
number and class of shares with respect to which Awards theretofore have been
granted under the Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.  Any shares of stock or other securities
received, as a result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same





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restrictions and the certificate(s) or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 3 hereof.

        5.  Effect of Change in Control.  Each of the events specified in the
following clauses (i) through (iii) of this Section 5 shall be deemed a "change
of control":  (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial
owner of Shares of the Corporation or the Bank with respect to which 25% or
more of the total number of votes which may be cast for the election of the
Board of Directors of the Corporation, (ii) as a result of, or in connection
with, any cash tender offer, merger or other business combination, sale of
assets or contested election, or combination of the foregoing, the persons who
were directors of the Corporation or the Bank shall cease to constitute a
majority of the Board of Directors of the Corporation, or (iii) the
stockholders of the Corporation shall approve an agreement providing either for
a transaction in which the Corporation will cease to be an independent publicly
owned entity or for a sale or other disposition of all or substantially all the
assets of the Corporation or the Bank; provided, however, that the occurrence
of any such events shall not be deemed a "change in control" if, prior to such
occurrence, a resolution specifically approving such occurrence shall have been
adopted by at least a majority of the "Disinterested Directors" (as that term
is defined in the Corporation's Certificate of Incorporation) of the
Corporation.  If the Continuous Service of any Participant of the Corporation
is involuntarily terminated for whatever reason, at any time within twelve
months after a change in control, unless the Committee shall have otherwise
provided, any Restricted Period with respect to Restricted Stock theretofore
awarded to such Participant shall lapse upon such termination and all Shares
awarded as Restricted Stock shall become fully vested in the Participant to
whom such Shares were awarded.

        6.  Assignments and Transfers.  No Award nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award under the
Plan may be assigned, encumbered or transferred except, in the event of the
death of a Participant, by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code or
Title I of ERISA or the rules thereunder.

        7.  Administration.  The Plan shall be administered by a Committee
consisting of two or more members, each of whom shall be (i) a Non- Employee
Director and (ii) an "outside director" as set forth in Section 162(m) of the
Code and defined in the regulations promulgated thereunder.  The members of the
Committee shall be appointed by the Board of Directors of the Corporation.
Except as limited by the express provisions of the Plan, the Committee shall
have sole and complete authority and discretion to (i) select Participants and
grant Awards; (ii) determine the number of shares to be subject to types of
Awards generally, as well as to individual Awards granted under the Plan; (iii)
determine the terms and conditions upon which Awards shall be granted under the
Plan; (iv) prescribe the form and terms of instruments evidencing such grants;
and (v) establish from time to time regulations for the administration of the
Plan, interpret the Plan, and make all determinations deemed necessary or
advisable for the administration of the Plan.  The Committee may maintain, and
update from time to time as appropriate, a list designating selected directors
as Non-Employee Directors.  The purpose of such list shall be to evidence the
status of such individuals as Non-Employee Directors, and the





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Board of Directors may appoint to the Committee any individual actually
qualifying as a Non-Employee Director, regardless of whether identified as such
on said list.

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

         8.      Shares Subject to Plan.  Subject to adjustment by the
operation of Section 4 hereof, the maximum number of Shares with respect to
which Awards may be made under the Plan is 4% of the total Shares issued in the
Bank's conversion to stock form.  The shares with respect to which Awards may
be made under the Plan may be either authorized and unissued shares or issued
shares heretofore or hereafter reacquired and held as treasury shares.  An
Award shall not be considered to have been made under the Plan with respect to
Restricted Stock which is forfeited and new Awards may be granted under the
Plan with respect to the number of Shares as to which such forfeiture has
occurred.

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

         10.     Withholding Tax.  Upon the termination of the Restricted
Period with respect to any shares of Restricted Stock (or at any such earlier
time, if any, that an election is made by the Participant under Section 83(b)
of the Code, or any successor provision thereto, to include the value of such
shares in taxable income), the Corporation shall have the right to withhold
from any payment or distribution made under this Plan sufficient Shares to
cover any applicable withholding and employment taxes.  The Corporation shall
have the right to deduct from all dividends paid with respect to shares of
Restricted Stock the amount of any taxes which the Corporation is required to
withhold with respect to such dividend payments.  No discretion or choice shall
be conferred upon any Participant with respect to the form, timing or method of
any such tax withholding.

         11.     Amendment or Termination.  The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion thereof at
any time; provided, however, that no such amendment, suspension or termination
shall impair the rights of any Participant, without his consent, in any Award
theretofore made pursuant to the Plan.

         12.     Term of Plan.  The Plan shall become effective upon its
adoption by the Board of Directors of the Corporation, subject to the Bank's
completion of the conversion to stock form.  It shall continue in effect for a
term of ten years unless sooner terminated under Section 11 hereof.

         13.     Initial Grants.  By, and simultaneously with, the adoption of
this Plan, each member of the Board of Directors of the Corporation at the time
of the Bank's conversion to





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stock form, who is not a full-time Employee, is hereby granted an Award equal
to 0.2% of the shares issued in the mutual to stock conversion of the Bank plus
the sum of  0.015% of the shares issued in the Conversion multiplied by the
number of years of service on the Board of Directors prior to Conversion.  Each
such Award shall be evidenced by a Restricted Stock Agreement in a form
approved by the Board of Directors and shall be subject in all respects to the
terms and conditions of this Plan, which are controlling.  All Awards of
Restricted Stock granted pursuant to this Section 13 shall be rounded down to
the nearest whole share to the extent necessary to ensure that no shares of
Restricted Stock representing fractional shares are issued.  Except as provided
in this paragraph 13, each of the Awards granted hereunder shall be vested at
the rate of 20% per year, with the first 20% vesting one year after the date of
grant, as long as the Director maintains Continuous Service with the Bank after
the Conversion; provided, however, no Plan Shares shall be earned in any fiscal
year in which the Bank fails to meet all of its fully phased-in capital
requirements.





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