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                                                                    EXHIBIT 10.1

                                                                      APPENDIX A

                             SHO-ME FINANCIAL CORP.

                      1994 STOCK OPTION AND INCENTIVE 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 directors, officers and employees of the
Corporation and its Affiliates.  It is intended that designated Options granted
pursuant to the provisions of this Plan to persons employed by the Corporation
or its Affiliates will qualify as Incentive Stock Options.  Options granted to
persons who are not employees will be Non-Qualified Stock Options.

         2.      Definitions.  The following definitions are applicable to 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.

                 "Award" - means the grant of an Incentive Stock Option, a
Non-Qualified Stock Option, a Stock Appreciation Right or a Limited Stock
Appreciation Right, or any combination thereof, as provided in the Plan.

                 "Bank" - means 1st Savings Bank, f.s.b. and any successor
entity.

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

                 "Committee" - means the Committee referred to in Section 3
hereof.

                 "Continuous Service" - means the absence of any interruption
or termination of service as a director, advisory director, officer or employee
of the Corporation or an Affiliate, except that when used with respect to
persons granted an Incentive Option means the absence of any interruption or
termination of service as an employee of the Corporation or an 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 in the case
of transfers between payroll locations of the Corporation or between the
Corporation, its parent, its subsidiaries or its successor.  With respect to
any advisory director, continuous service shall plan mean availability to
perform such functions as may be required of the Bank's advisory directors.

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

                 "Employee" - means any person, including an officer, who is
employed by the Corporation or any Affiliate.

                 "ERISA" - means the Employee Retirement Income Security Act of
1974, as amended.
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                 "Exercise Price" - means (i) in the case of an Option, the
price per Share at which the Shares subject to such Option may be purchased
upon exercise of such Option and (ii) in the case of a Right, the price per
Share (other than the Market Value per Share on the date of exercise and the
Offer Price per Share as defined in Section 10 hereof) which, upon grant, the
Committee determines shall be utilized in calculating the aggregate value which
a Participant shall be entitled to receive pursuant to Sections 9, 10 or 12
hereof upon exercise of such Right.

                 "Incentive Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof which is subject to the
limitations and restrictions of Section 8 hereof and is intended to qualify
under Section 422 of the Code.

                 "Limited Stock Appreciation Right" - means a stock
appreciation right with respect to Shares granted by the Committee pursuant to
Sections 6 and 10 hereof.

                 "Market Value" - means the average of the high and low quoted
sales price on the date in question (or, if there is no reported sale on such
date, on the last preceding date on which any reported sale occurred) of a
Share on the Composite Tape for the New York Stock Exchange-Listed Stocks, or,
if on such date the Shares are not quoted on the Composite Tape, on the New
York Stock Exchange, or, if the Shares are not listed or admitted to trading on
such Exchange, on the principal United States securities exchange registered
under the Securities Exchange Act of 1934 on which the Shares are listed or
admitted to trading, or, if the Shares are not listed or admitted to trading on
any such exchange, the mean between the closing high bid and low asked
quotations with respect to a Share on such date on the National Association of
Securities Dealers, Inc. Automated Quotations System, or any similar system
then in use, or, if no such quotations are available, the fair market value on
such date of a Share as the Committee shall determine.

                 "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 Item 404(a) or
(b) of Regulation S-K.

                 "Non-Qualified Stock Option" - means an option to purchase
Shares granted by the Committee pursuant to Section 6 hereof, which option is
not intended to qualify under Section 422(b) of the Code.

                 "Option" - means an Incentive Stock Option or a Non-Qualified
Stock Option.

                 "Participant" - means any officer or employee of the
Corporation or any Affiliate who is selected by the Committee to receive an
Award and any director or advisory director of the Corporation who is granted
an Award pursuant to Section 20 hereof.

                 "Plan" - means the 1994 Stock Option and Incentive Plan of the
Corporation.
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                 "Related" - means (i) in the case of a Right, a Right which is
granted in connection with, and to the extent exercisable, in whole or in part,
in lieu of, an Option or another Right and (ii) in the case of an Option, an
Option with respect to which and to the extent a Right is exercisable, in whole
or in part, in lieu thereof has been granted.

                 "Right" - means a Limited Stock Appreciation Right or a Stock
Appreciation Right.

                 "Shares" - means the shares of common stock of the
Corporation.

                 "Stock Appreciation Right" - means a stock appreciation right
with respect to Shares granted by the Committee pursuant to Sections 6 and 9
hereof.

                 "Ten Percent Beneficial Owner" - means the beneficial owner of
more than ten percent of any class of the Corporation's equity securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934.

         3.      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 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.

         4.      Participation in Committee Awards.  The Committee may select
from time to time Participants in the Plan from those directors, officers and
employees of the Corporation or its Affiliates who, in the opinion of the
Committee, have the capacity for contributing to the successful performance of
the Corporation or its Affiliates.

         5.      Shares Subject to Plan.  Subject to adjustment by the
operation of Section 11 hereof, the maximum number of Shares with respect to
which Awards may be made under the Plan is 10% of the total Shares issued in
the Bank's conversion to the capital stock form.  The Shares with respect to
which Awards may be made under the Plan may be either authorized and





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unissued shares or issued shares heretofore or hereafter reacquired and held as
treasury shares.  Shares which are subject to Related Rights and Related
Options shall be counted only once in determining whether the maximum number of
Shares with respect to which Awards may be granted under the Plan has been
exceeded.  An Award shall not be considered to have been made under the Plan
with respect to any Option or Right which terminates or 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 termination or
forfeiture has occurred.

         6.      General Terms and Conditions of Options and Rights.  The
Committee shall have full and complete authority and discretion, except as
expressly limited by the Plan, to grant Options and/or Rights and to provide
the terms and conditions (which need not be identical among Participants)
thereof.  In particular, the Committee shall prescribe the following terms and
conditions:  (i) the Exercise Price of any Option or Right, which shall not be
less than the Market Value per Share at the date of grant of such Option or
Right, (ii) the number of Shares subject to, and the expiration date of, any
Option or Right, which expiration date shall not exceed ten years from the date
of grant, (iii) the manner, time and rate (cumulative or otherwise) of exercise
of such Option or Right, and (iv) the restrictions, if any, to be placed upon
such Option or Right or upon Shares which may be issued upon exercise of such
Option or Right.  The Committee may, as a condition of granting any Option or
Right, require that a Participant agree not to thereafter exercise one or more
Options or Rights previously granted to such Participant.

         7.      Exercise of Options or Rights.

                 (a)      Except as provided herein, an Option or Right granted
under the Plan shall be exercisable during the lifetime of the Participant to
whom such  Option or Right was granted only by such Participant and, except as
provided in paragraphs (c) and (d) of this Section 7, no such Option or Right
may be exercised unless at the time such Participant exercises such Option or
Right, such Participant has maintained Continuous Service since the date of
grant of such Option or Right.

                 (b)      To exercise an Option or Right under the Plan, the
Participant to whom such Option or Right was granted shall give written notice
to the Corporation in form satisfactory to the Committee (and, if partial
exercises have been permitted by the Committee, by specifying the number of
Shares with respect to which such Participant elects to exercise such Option or
Right) together with full payment of the Exercise Price, if any and to the
extent required.  The date of exercise shall be the date on which such notice
is received by the Corporation.  Payment, if any is required, shall be made
either (i) in cash (including check, association draft or money order) or (ii)
by delivering (A) Shares already owned by the Participant and having a fair
market value equal to the applicable exercise price, such fair market value to
be determined in such appropriate manner as may be provided by the Committee or
as may be required in order to comply with or to conform to requirements of any
applicable laws or regulations, or (B) a combination of cash and such Shares.

                 (c)      If a Participant to whom an Option or Right was
granted shall cease to maintain Continuous Service for any reason (including
total or partial disability and normal or early retirement, but excluding death
and termination of employment by the Corporation or any





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Affiliate for cause), such Participant may, but only within the period of three
years immediately succeeding such cessation of Continuous Service and in no
event after the expiration date of such Option or Right, exercise such Option
or Right to the extent that such Participant was entitled to exercise such
Option or Right at the date of such cessation, provided, however, that such
right of exercise after cessation of Continuous Service shall not be available
to a Participant if the Committee otherwise determines and so provides in the
applicable instrument or instruments evidencing the grant of such Option or
Right.  If the Continuous Service of a Participant to whom an Option or Right
was granted by the Corporation is terminated for cause, all rights under any
Option or Right of such Participant shall expire immediately upon the giving to
the Participant of notice of such termination.

                 (d)      In the event of the death of a Participant while in
the Continuous Service of the Corporation or an Affiliate or within the three
year period referred to in paragraph (c) of this Section 7, the person to whom
any Option or Right held by the Participant at the time of his or her death is
transferred by will or the laws of descent and distribution, or in the case of
an Award other than an Incentive Stock Option, pursuant to a qualified domestic
relations order, as defined in the Code or Title 1 of ERISA or the rules
thereunder may, but only to the extent such Participant was entitled to
exercise such Option or Right immediately prior to his or her death, exercise
such Option or Right at any time within a period of one year succeeding the
date of death of such Participant, but in no event later than ten years from
the date of grant of such Option or Right.  Following the death of any
Participant to whom an Option was granted under the Plan, irrespective of
whether any Related Right shall have theretofore been granted to the
Participant or whether the person entitled to exercise such Related Right
desires to do so, the Committee may, as an alternative means of settlement of
such Option, elect to pay to the person to whom such Option is transferred by
will or by the laws of descent and distribution, or in the case of an Option
other than an Incentive Stock Option, pursuant to a qualified domestic
relations order, as defined in the Code or Title I of ERISA or the rules
thereunder, the amount by which the Market Value per Share on the date of
exercise of such Option shall exceed the Exercise Price of such Option,
multiplied by the number of Shares with respect to which such Option is
properly exercised.  Any such settlement of an Option shall be considered an
exercise of such Option for all purposes of the Plan.

         8.      Incentive Stock Options.  Incentive Stock Options may be
granted only to Participants who are Employees.  Any provision of the Plan to
the contrary notwithstanding, (i) no Incentive Stock Option shall be granted
more than ten years from the date the Plan is adopted by the Board of Directors
of the Corporation and no Incentive Stock Option shall be exercisable more than
ten years from the date such Incentive Stock Option is granted, (ii) the
Exercise Price of any Incentive Stock Option shall not be less than the Market
Value per Share on the date such Incentive Stock Option is granted, (iii) any
Incentive Stock Option shall not be transferable by the Participant to whom
such Incentive Stock Option is granted other than by will or the laws of
descent and distribution, and shall be exercisable during such Participant's
lifetime only by such Participant, (iv) no Incentive Stock Option shall be
granted to any individual who, at the time such Incentive Stock Option is
granted, owns stock possessing more than ten percent of the total combined
voting power of all classes of stock of the Corporation or any Affiliate unless
the Exercise Price of such Incentive Stock Option is at least 110 percent of
the Market Value per Share at the date of grant and such Incentive Stock Option
is not exercisable after the expiration of five years from the date such
Incentive Stock Option is granted, and (v) the





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aggregate Market Value (determined as of the time any Incentive Stock Option is
granted) of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by a Participant in any calendar year shall not
exceed $100,000.

         9.      Stock Appreciation Rights.  A Stock Appreciation Right shall,
upon its exercise, entitle the Participant to whom such Stock Appreciation
Right was granted to receive a number of Shares or cash or combination thereof,
as the Committee in its discretion shall determine, the aggregate value of
which (i.e., the sum of the amount of cash and/or Market Value of such Shares
on date of exercise) shall equal (as nearly as possible, it being understood
that the Corporation shall not issue any fractional shares) the amount by which
the Market Value per Share on the date of such exercise shall exceed the
Exercise Price of such Stock Appreciation Right, multiplied by the number of
Shares with respect of which such Stock Appreciation Right shall have been
exercised.  A Stock Appreciation Right may be Related to an Option or may be
granted independently of any Option as the Committee shall from time to time in
each case determine.  At the time of grant of an Option the Committee shall
determine whether and to what extent a Related Stock Appreciation Right shall
be granted with respect thereto; provided, however, and notwithstanding any
other provision of the Plan, that if the Related Option is an Incentive Stock
Option, the Related Stock Appreciation Right shall satisfy all the restrictions
and limitations of Section 8 hereof as if such Related Stock Appreciation Right
were an Incentive Stock Option and as if other rights which are Related to
Incentive Stock Options were Incentive Stock Options.  In the case of a Related
Option, such Related Option shall cease to be exercisable to the extent of the
Shares with respect to which the Related Stock Appreciation Right was
exercised.  Upon the exercise or termination of a Related Option, any Related
Stock Appreciation Right shall terminate to the extent of the Shares with
respect to which the Related Option was exercised or terminated.

         10.     Limited Stock Appreciation Rights.  At the time of grant of an
Option or Stock Appreciation Right to any Participant, the Committee shall have
full and complete authority and discretion to also grant to such Participant a
Limited Stock Appreciation Right which is Related to such Option or Stock
Appreciation Right; provided, however and notwithstanding any other provision
of the Plan, that if the Related Option is an Incentive Stock Option, the
Related Limited Stock Appreciation Right shall satisfy all the restrictions and
limitations of Section 8 hereof as if such Related Limited Stock Appreciation
Right were an Incentive Stock Option and as if all other Rights which are
Related to Incentive Stock Options were Incentive Stock Options.
Notwithstanding any other provision of the Plan, a Limited Stock Appreciation
Right shall be exercisable only during the period beginning on the first day
following the date of expiration of any "offer" (as such term is hereinafter
defined) and ending on the forty-fifth day following such date.

         A Limited Stock Appreciation Right shall, upon its exercise, entitle
the Participant to whom such Limited Stock Appreciation Right was granted to
receive an amount of cash equal to the amount by which the "Offer Price per
Share" (as such term is hereinafter defined) or the Market Value on the date of
such exercise, as shall have been provided by the Committee in its discretion
at the time of grant, shall exceed the Exercise Price of such Limited Stock
Appreciation Right, multiplied by the number of Shares with respect to which
such Limited Stock Appreciation Right shall have been exercised.  Upon the
exercise of a Limited Stock Appreciation Right, any Related Option and/or
Related Stock Appreciation Right shall cease to





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be exercisable to the extent of the Shares with respect to which such Limited
Stock Appreciation Right was exercised.  Upon the exercise or termination of a
Related Option or Related Stock Appreciation Right, any Related Limited Stock
Appreciation Right shall terminate to the extent of the Shares with respect to
which such Related Option or Related Stock Appreciation Right was exercised or
terminated.

         For the purposes of this Section 10, the term "Offer" shall mean any
tender offer or exchange offer for Shares other than one made by the
Corporation, provided that the corporation, person or other entity making the
offer acquires pursuant to such offer either (i) 25% of the Shares outstanding
immediately prior to the commencement of such offer or (ii) a number of Shares
which, together with all other Shares acquired in any tender offer or exchange
offer (other than one made by the Corporation) which expired within sixty days
of the expiration date of the offer in question, equals 25% of the Shares
outstanding immediately prior to the commencement of the offer in question.
The term "Offer Price per Share" as used in this Section 10 shall mean the
highest price per Share paid in any Offer which Offer is in effect any time
during the period beginning on the sixtieth day prior to the date on which a
Limited Stock Appreciation Right is exercised and ending on the date on which
such Limited Stock Appreciation Right is exercised.  Any securities or property
which are part or all of the consideration paid for Shares in the Offer shall
be valued in determining the Offer Price per Share at the higher of (A) the
valuation placed on such securities or property by the corporation, person or
other entity making such Offer or (B) the valuation placed on such securities
or property by the Committee.

         11.     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.

         12.     Effect of Merger.  In the event of any merger, consolidation
or combination of the Corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing entity and which does
not result in the outstanding Shares being converted into or exchanged for
different securities, cash or other property, or any combination thereof)
pursuant to a plan or agreement the terms of which are binding upon all
stockholders of the Corporation (except to the extent that dissenting
stockholders may be entitled, under statutory provisions or provisions
contained in the certificate of incorporation, to receive the appraised or fair
value of their holdings), any Participant to whom an Option or Right has been
granted shall have the right (subject to the provisions of the Plan and any
limitation applicable to such Option or Right), thereafter and during the term
of each such Option or Right, to receive upon exercise of any such Option or
Right an amount equal to the excess of the fair market value on the date of
such exercise of the securities, cash or other property, or combination
thereof, receivable upon such merger, consolidation or combination in respect
of a Share over the Exercise Price of such Right or Option, multiplied by the
number of Shares with respect to which such Option or Right shall have been
exercised.  Such amount may be payable fully in





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cash, fully in one or more of the kind or kinds of property payable in such
merger, consolidation or combination, or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the Committee.

         13.     Effect of Change in Control.  Each of the events specified in
the following clauses (i) through (iii) of this Section 13 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 with respect to which 25% or more
of the total number of votes for the election of the Board of Directors of the
Corporation may be cast, (ii) as a result of, or in connection with, any cash
tender offer, exchange 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 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; 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 Board of Directors of the Corporation.  If a tender offer or
exchange offer for Shares (other than such an offer by the Corporation) is
commenced, or if the event specified in clause (iii) above shall occur, unless
the Committee shall have otherwise provided in the instrument evidencing the
grant of an Option or Stock Appreciation Right, all Options and Stock
Appreciation Rights theretofore granted and not fully exercisable shall become
exercisable in full upon the happening of such event and shall remain so
exercisable for a period of sixty days following such date, after which they
shall revert to being exercisable in accordance with their terms; provided,
however, that no Option or Stock Appreciation Right which has previously been
exercised or otherwise terminated shall become exercisable.

         14.     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 in
the case of Awards other than Incentive Stock Options pursuant to a qualified
domestic relations order, as defined in the Code or Title I of ERISA or the
rules thereunder.

         15.     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 or any Affiliate.

         16.     Delivery and Registration of Stock.  The Corporation's
obligation to deliver Shares with respect to an Award shall, if the Committee
so requests, be conditioned upon the receipt of a representation as to the
investment intention of the Participant to whom such Shares are to be
delivered, in such form as the Committee shall determine to be necessary or
advisable





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to comply with the provisions of the Securities Act of 1933 or any other
Federal, state or local securities legislation or regulation.  It may be
provided that any representation requirement shall become inoperative upon a
registration of the Shares or other action eliminating the necessity of such
representation under such Securities Act or other securities legislation.  The
Corporation shall not be required to deliver any Shares under the Plan prior to
(i) the admission of such shares to listing on any stock exchange on which
Shares may then be listed, and (ii) the completion of such registration or
other qualification of such Shares under any state or Federal law, rule or
regulation, as the Committee shall determine to be necessary or advisable.

         17.     Withholding Tax.  The Corporation shall have the right to
deduct from all amounts paid in cash with respect to the exercise of a Right
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 or Right pursuant to the Plan, the
Corporation shall have the right to require the Participant or such other
person to pay the Corporation the amount of any taxes which the Corporation is
required to withhold with respect to such Shares.

         18.     Amendment or Termination.  The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion thereof at
any time, but (except as provided in Section 11 hereof) no amendment shall be
made without approval of the stockholders of the Corporation which shall (i)
materially increase the aggregate number of Shares with respect to which Awards
may be made under the Plan, (ii) materially increase the aggregate number of
Shares which may be subject to Awards to Participants who are not Employees or
(iii) change the class of persons eligible to participate in the Plan;
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.

         19.     Effective Date and Term of Plan.  The Plan shall become
effective upon its adoption by the Board of Directors of the Corporation,
subject to the Bank converting to a stock institution and approval of the Plan
by stockholders of the Corporation.  It shall continue in effect for a term of
ten years unless sooner terminated under Section 18 hereof.

         20.     Initial Grant.  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 stock form who is not an Employee, is hereby
granted a ten year, Non-Qualified Stock Option to purchase a number of shares
equal to .50% of the shares issued in the conversion at an Exercise Price per
share equal to the per share price at which Shares are sold in the conversion.
In addition, each non-employee director of the Corporation elected after the
completion of the Bank's conversion to stock form is hereby granted as of the
date he or she is elected and qualified ("election date") a ten year
Non-Qualified Stock Option to Purchase 100 shares at the applicable market
price on the election date.  Each such Option shall be evidenced by a Non-
Qualified Stock Option 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 options granted pursuant to this Section 20 shall
be rounded down to the nearest whole share to the extent necessary to ensure
that no options to purchase stock representing fractional shares are granted.





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