Exhibit 10.2


    
      

    

    Exhibit
      10.2

     

    INCENTIVE
      STOCK OPTION AWARD

    PURSUANT
      TO THE HABERSHAM BANCORP

    2005
      STOCK OPTION PLAN

    


    THIS
      AWARD is made as of the Grant Date by HABERSHAM BANCORP (the “Company”) to
      _________________ (the “Optionee”).

    


    Upon
      and
      subject to the Terms and Conditions attached hereto and incorporated herein
      by
      reference, the Company hereby awards as of the Grant Date to Optionee an
      incentive stock option (the “Option”), as described below, to purchase the
      Option Shares.

    


    
      	 	
              A.

            	
              Grant
                Date: ___________, 200__.

            


    

    


    
      	 	
              B.

            	
              Type
                of Option: Incentive Stock Option.

            


    

    


    
      	 	
              C.

            	
              Plan
                under which granted: Habersham Bancorp 2005 Stock Option
                Plan.

            


    

    


    
      	 	
              D.

            	
              Option
                Shares: All or any part of __________ shares of the Company’s $1.00 par
                value common stock (the “Common Stock”), subject to adjustment as provided
                in the attached Terms and
                Conditions.

            


    

    


    
      	 	
              E.

            	
              Exercise
                Price: $_____ per share, subject to adjustment as provided in the
                attached
                Terms and Conditions. The Exercise Price is, in the judgment of the
                Committee, not less than 100% of the Fair Market Value of a share
                of
                Common Stock on the Grant Date or, in the case of an Over 10% Owner,
                not
                less than 110% of the Fair Market Value of a share of Common Stock
                on the
                Grant Date.

            


    

    


    
      	 	
              F.

            	
              Option
                Period: The Option may be exercised only during the Option Period
                which
                commences on the Grant Date and ends, generally, on the earlier of
                (a) the
                tenth (10th) anniversary of the Grant Date (unless the Optionee is
                an Over
                10% Owner, in which case the fifth (5th) anniversary of the Grant
                Date);
                or (b) the earlier of (i) three (3) months following the date the
                Optionee
                ceases to be an employee of the Company (including any Parent or
                Subsidiary) for any reason other than due to death or Disability;
                or (ii)
                one (1) year following the date the Optionee ceases to be an employee
                of
                the Company (including any Parent or Subsidiary) due to death or
                Disability. Note
                that other limitations to exercising the Option, as described in
                the
                attached Terms and Conditions, may apply.
                

            


    

     

    
      	 	
              G.

            	
              Vesting:
                The Option Shares shall be fully vested as of the Grant Date.
                

            


    

    


    IN
      WITNESS WHEREOF, the Company has executed and sealed this Award as of the Grant
      Date set forth above. 

    


    
      	 	HABERSHAM
              BANCORP
	 	 	 
	 	
              By:

            	
               

            
	 	 	 
	 	
              Title:

            	
               

            


    

    


    


    By
      signing below, the Optionee hereby accepts the Award and agrees to the Terms
      and
      Conditions attached hereto.

    


    
      	 	 
	 	
              Optionee

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TERMS
        AND CONDITIONS TO THE

      INCENTIVE
        STOCK OPTION AWARD

      PURSUANT
        TO THE HABERSHAM BANCORP

      2005
        STOCK OPTION PLAN

      


      


      1. 
Exercise
        of Option.
        Subject
        to the provisions provided herein or in the Award made pursuant to the Habersham
        Bancorp 2005 Stock Option Plan:

      


       
        (a)   the
        Option may be exercised with respect to all or any portion of the vested
        Option
        Shares at any time during the Option Period by the delivery to the Company,
        at
        its principal place of business, of (i) a written notice of exercise in
        substantially the form attached hereto as Exhibit 1, which shall be
        actually delivered to the Company no earlier than thirty (30) days and no
        later
        than ten (10) days prior to the date upon which Optionee desires to exercise
        all
        or any portion of the Option and (ii) payment to the Company of the Exercise
        Price multiplied
        by
        the
        number of Option Shares being purchased (the “Purchase Price”) in the
        manner provided in subsection (b). 

      


      Upon
        acceptance of such notice and receipt of payment in full of the Purchase
        Price
        and any tax withholding liability, if applicable, the Company shall cause
        to be
        issued a certificate representing the Option Shares purchased. 

      


       
        (b)   The
        Purchase Price shall
        be paid in full upon the exercise of an Option and no Option Shares shall
        be
        issued or delivered until full payment therefor has been made. Payment of
        the
        Purchase Price for all Option Shares purchased pursuant to the exercise of
        an
        Option shall be made in:

      


      (i) 
cash
        or
        certified check; or

      


      (ii)    by
        receipt of the Purchase Price in cash from a broker, dealer or other “creditor”
as defined by Regulation T issued by the Board of Governors of the Federal
        Reserve System following delivery by the Optionee to the Committee (defined
        in
        the Plan) of instructions in a form acceptable to the Committee regarding
        delivery to such broker, dealer or other creditor of that number of Option
        Shares with respect to which the Option is exercised.

       

      2.    Vested
        Option Shares.
        The
        Option Shares shall be immediately vested and the Option shall be fully
        exercisable as of the Grant Date. 

      


      3.    Withholding.
        To the
        extent this Award is treated as a Nonqualified Stock Option pursuant to
        Paragraph 18 hereof, the Optionee must satisfy his federal, state, and local,
        if
        any, withholding taxes imposed by reason of the exercise of the Option either
        by
        paying to the Company the full amount of the withholding obligation (i) in
        cash;
        (ii) by tendering shares of Common Stock which have been owned by the Optionee
        for at least six (6) months prior to the date of exercise having a Fair Market
        Value equal to the withholding obligation; (iii) by electing, irrevocably
        and in
        writing (the “Withholding Election”), to have the smallest number of whole
        shares of Common Stock withheld by the Company which, when multiplied by
        the
        Fair Market Value of the Common Stock as of the date the Option is exercised,
        is
        sufficient to satisfy the amount of withholding tax; or (iv) by any combination
        of the above. Optionee may make a Withholding Election only if the following
        conditions are met:

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       
        (a) 
        the
        Withholding Election is made on or prior to the date on which the amount
        of tax
        required to be withheld is determined (the “Tax Date”) by executing and
        delivering to the Company a properly completed Notice of Withholding Election
        in
        substantially the form attached hereto as Exhibit 2; and

      


       
        (b)      any
        Withholding Election will be irrevocable; however, the Committee may, in
        its
        sole discretion, disapprove and give no effect to the Withholding Election.
        

      


      4. 
Rights
        as Shareholder.
        Except
        as otherwise expressly permitted by the Committee in writing, until the stock
        certificates reflecting the Option Shares accruing to the Optionee upon exercise
        of the Option are issued to the Optionee, the Optionee shall have no rights
        as a
        shareholder with respect to such Option Shares. The Company shall make no
        adjustment for any dividends or distribu-tions or other rights on or with
        respect to Option Shares for which the record date is prior to the issuance
        of
        that stock certificate, except as the Plan or the attached Award otherwise
        provides.

      


      5. 
Restriction
        on Transfer of Option and of Option Shares.
        The
        Option evidenced hereby is nontransferable other than by will or the laws
        of
        descent and distribution and shall be exercisable during the lifetime of
        the
        Optionee only by the Optionee (or in the event of his Disability, by his
        personal representative) and after his death, only by his legatee or the
        executor of his estate.

      


      6. 
Changes
        in Capitalization.

      


       
        (a) 
        If
        the
        number of shares of Common Stock shall be increased or decreased by reason
        of a
        subdivision or combination of shares of Common Stock, the payment of a stock
        dividend in shares of Common Stock or any other increase or decrease in the
        number of shares of Common Stock outstanding effected without receipt of
        consideration by the Company, an appropriate adjustment shall be made by
        the
        Committee, in a manner determined in its sole discretion, in the number and
        kind
        of Option Shares and in the Exercise Price.

      


       
        (b)    If
        the
        Company shall be the surviving corporation in any merger consolidation,
        reorganization, extraordinary dividend, spin-off or other change in the capital
        structure of the Company, the Optionee shall be entitled to purchase the
        number
        and class of securities to which a holder of the number of shares of Common
        Stock subject to the Option at the time of the transaction would have been
        entitled to receive as a result of such transaction, and a corresponding
        adjustment, where appropriate, shall be made in the Exercise Price. In the
        event
        of a Change in Control or other corporate transaction pursuant to which the
        Company is not the surviving entity, the Committee may provide for the
        assumption of the Option by the surviving entity or the substitution of a
        new
        option, adjusted in a manner similar to that contemplated by the immediately
        preceding sentence; however, if the surviving entity does not agree to the
        assumption or substitution of the Option, the Committee may elect to terminate
        the Option Period as of the effective date of the Change in Control in
        consideration of the payment to the Optionee of an amount equal to the
        difference between the then Fair Market Value of a share of Common Stock
        and the
        Exercise Price multiplied by each vested Option Share which has not been
        exercised as of the effective date of the Change in Control. A dissolution
        or
        liquidation of the Company shall cause the Option to terminate as to any
        portion
        thereof not exercised as of the effective date of the dissolution or
        liquidation.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       
        (c)    The
        existence of the Plan and the Option granted pursuant to this Agreement shall
        not affect in any way the right or power of the Company to make or authorize
        any
        adjustment, reclassification, reorganization or other change in its capital
        or
        business structure, any merger or consolidation of the Company, any issue
        of
        debt or equity securities having preferences or priorities as to the Common
        Stock or the rights thereof, the dissolution or liquidation of the Company,
        any
        sale or transfer of all or any part of its business or assets, or any other
        corporate act or proceeding. Any adjustment pursuant to this Section may
        provide, in the Committee’s discretion, for the elimination without payment
        therefor of any fractional shares that might otherwise become subject to
        any
        Option.

      


      7. 
Special
        Limitation on Exercise.
        No
        purported exercise of the Option shall be effective without the approval
        of the
        Committee, which may be withheld to the extent that the exercise, either
        individually or in the aggregate together with the exercise of other previously
        exercised stock options and/or offers and sales pursuant to any prior or
        contemplated offering of securities, would, in the sole and absolute judgment
        of
        the Committee, require the filing of a registration statement with the United
        States Securities and Exchange Commission or with the securities commission
        of
        any state. If a registration statement is not in effect under the Securities
        Act
        of 1933 or any applicable state securities law with respect to shares of
        Common
        Stock purchasable or otherwise deliverable under the Option, the Optionee
        (a)
        shall deliver to the Company, prior to the exercise of the Option or as a
        condition to the delivery of Common Stock pursuant to the exercise of an
        Option
        exercise, such information, representations and warranties as the Company
        may
        reasonably request in order for the Company to be able to satisfy itself
        that
        the Option Shares are being acquired in accordance with the terms of an
        applicable exemption from the securities registration requirements of applicable
        federal and state securities laws and (b) shall agree that the shares of
        Common
        Stock so acquired will not be disposed of except pursuant to an effective
        registration statement, unless the Company shall have received an opinion
        of
        counsel that such disposition is exempt from such requirement under the
        Securities Act of 1933 and any applicable state securities law.

      


      8. 
Legend
        on Stock Certificates. 
        Certificates evidencing the Option Shares, to the extent appropriate at the
        time, shall have noted conspicuously on the certificates a legend intended
        to
        give all persons full notice of the existence of the conditions, restrictions,
        rights and obligations set forth herein and in the Plan.

      


      9. 
Governing
        Laws.
        This
        Award and the Terms and Conditions shall be construed, administered and enforced
        according to the laws of the State of Georgia; provided, however, the Option
        may
        not be exercised except in compliance with exemptions available under applicable
        state securities laws of the state in which the Optionee resides and/or any
        other applicable securities laws.

      


      10. 
Successors.
        This
        Award and the Terms and Conditions shall be binding upon and inure to the
        benefit of the heirs, legal representatives, successors and permitted assigns
        of
        the Optionee and the Company.

      


      11. 
Notice.
        Except
        as otherwise specified herein, all notices and other communications under
        this
        Award shall be in writing and shall be deemed to have been given if personally
        delivered or if sent by registered or certified United States mail, return
        receipt requested, postage prepaid, addressed to the proposed recipient at
        the
        last known address of the recipient. Any party may designate any other address
        to which notices shall be sent by giving notice of the address to the other
        parties in the same manner as provided herein.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      12. 
Severability.
        In the
        event that any one or more of the provisions or portion thereof contained
        in the
        Award and these Terms and Conditions shall for any reason be held to be invalid,
        illegal or unenforceable in any respect, the same shall not invalidate or
        otherwise affect any other provisions of the Award and these Terms and
        Conditions, and the Award and these Terms and Conditions shall be construed
        as
        if the invalid, illegal or unenforceable provision or portion thereof had
        never
        been contained herein.

      


      13. 
Entire
        Agreement.
        Subject
        to the terms and conditions of the Plan, the Award and the Terms and Conditions
        express the entire understanding of the parties with respect to the
        Option.

      


      14. 
Violation.
        Any
        transfer, pledge, sale, assignment, or hypothecation of the Option or any
        portion thereof shall be a violation of the terms of the Award or these Terms
        and Conditions and shall be void and without effect.

      


      15. 
Headings
        and Capitalized Terms.
        Section
        headings used herein are for convenience of reference only and shall not
        be
        considered in construing the Award or these Terms and Conditions. Capitalized
        terms used, but not defined, in either the Award or the Terms and Conditions
        shall be given the meaning ascribed to them in the Plan.

      


      16. 
Specific
        Performance.
        In the
        event of any actual or threatened default in, or breach of, any of the terms,
        conditions and provisions of the Award and these Terms and Conditions, the
        party
        or parties who are thereby aggrieved shall have the right to specific
        performance and injunction in addition to any and all other rights and remedies
        at law or in equity, and all such rights and remedies shall be
        cumulative.

      


      17. 
No
        Right to Continued Service.
        Neither
        the establishment of the Plan nor the award of Option Shares hereunder shall
        be
        construed as giving the Optionee the right to continued service as an employee
        of the Company or in any other capacity. 

      


      18. 
Qualified
        Status of Option.
        In
        accordance with Section 2.4 of the Plan, the aggregate Fair Market Value
        (determined as of the date an Incentive Stock Option is granted) of the Option
        Shares which become exercisable for the first time by an individual during
        any
        calendar year shall not exceed $100,000. If the foregoing limitation is exceeded
        with respect to any portion of the Option Shares, that portion of the Option
        Shares which cause the limitation to be exceeded shall be treated as a
        Nonqualified Stock Option. 

      

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        1

      


      NOTICE
        OF EXERCISE OF

      STOCK
        OPTION TO PURCHASE

      COMMON
        STOCK OF

      HABERSHAM
        BANCORP

      


      
        	 	Name	
                 

              	 
	 	Address	
                 

              	 
	 	  	 
	 	Date	 	 


      

      


      Habersham
        Bancorp

      Highway
        441 North 

      P.O.
        Box
        1980

      Cornelia,
        Georgia 20531

      
        	
                Attn:
                  ____________________

              


      

      


      Re: Exercise
        of Incentive Stock Option

      


      Gentlemen:

      


      Subject
        to acceptance hereof by Habersham Bancorp (the “Company”) and pursuant to the
        provisions of the Habersham Bancorp 2005 Stock Option Plan (the “Plan”), I
        hereby give notice of my election to exercise options granted to me to purchase
        ______________ shares of Common Stock of the Company under the Incentive
        Stock
        Option Award (the “Award”) dated as of ____________. The purchase shall take
        place as of __________, 200__ (the “Exercise Date”).

      


      On
        or
        before the Exercise Date, I will pay the applicable purchase price as
        follows:

      


      
        	
              	[ 
                ]    	
                by
                  delivery of cash or a certified check for $___________ for the
                  full
                  purchase price payable to the order of Habersham
                  Bancorp.

              


      

      


      
        	
              	[ 
                ]       	
                by
                  delivery of the purchase price by _________________________, a
                  broker,
                  dealer or other “creditor” as defined by Regulation T issued by the
                  Board of Governors of the Federal Reserve System. I hereby authorize
                  the
                  Company to issue a stock certificate for the number of shares indicated
                  above in the name of said broker, dealer or other creditor or its
                  nominee
                  pursuant to instructions received by the Company and to deliver
                  said stock
                  certificate directly to that broker, dealer or other creditor (or
                  to such
                  other party specified in the instructions received by the Company
                  from the
                  broker, dealer or other creditor) upon receipt of the purchase
                  price.

              


      

      


      The
        required federal, state and local income tax withholding obligations, if
        any, on
        the exercise of the Award shall also be paid on or before the Exercise Date
        in
        cash or with previously owned shares of Common Stock, as provided in the
        Award,
        or in the manner provided in the Withholding Election previously tendered
        or to
        be tendered to the Company no later than the Exercise Date.

      


      
        
          
          

        

        
          Exhibit
            1
            - Page 1 of 3

          
            

          

        

        
          
          

        

      

       

      As
        soon
        as the stock certificate is registered in my name, please deliver it to me
        at
        the above address.

      


      If
        the
        Common Stock being acquired is not registered for issuance to and resale
        by the
        Optionee pursuant to an effective registration statement on Form S-8 (or
        successor form) filed under the Securities Act of 1933, as amended (the “1933
        Act”), I hereby represent, warrant, covenant, and agree with the Company as
        follows:

      


      The
        shares of the Common Stock being acquired by me will be acquired for my own
        account without the participation of any other person, with the intent of
        holding the Common Stock for investment and without the intent of participating,
        directly or indirectly, in a distribution of the Common Stock and not with
        a
        view to, or for resale in connection with, any distribution of the Common
        Stock,
        nor am I aware of the existence of any distribution of the Common Stock;
        

      


      I
        am not
        acquiring the Common Stock based upon any representation, oral or written,
        by
        any person with respect to the future value of, or income from, the Common
        Stock
        but rather upon an independent examination and judgment as to the prospects
        of
        the Company;

      


      The
        Common Stock was not offered to me by means of publicly disseminated
        advertisements or sales literature, nor am I aware of any offers made to
        other
        persons by such means;

      


      I
        am able
        to bear the economic risks of the investment in the Common Stock, including
        the
        risk of a complete loss of my investment therein;

      


      I
        understand and agree that the Common Stock will be issued and sold to me
        without
        registration under any state law relating to the registration of securities
        for
        sale, and will be issued and sold in reliance on the exemptions from
        registration under the 1933 Act, provided by Sections 3(b) and/or 4(2) thereof
        and the rules and regulations promulgated thereunder;

      


      The
        Common Stock cannot be offered for sale, sold or transferred by me other
        than
        pursuant to: (A) an effective registration under the 1933 Act or in a
        transaction otherwise in compliance with the 1933 Act; and (B) evidence
        satisfactory to the Company of compliance with the applicable securities
        laws of
        other jurisdictions. The Company shall be entitled to rely upon an opinion
        of
        counsel satisfactory to it with respect to compliance with the above
        laws;

      


      The
        Company will be under no obligation to register the Common Stock or to comply
        with any exemption available for sale of the Common Stock without registration
        or filing, and the information or conditions necessary to permit routine
        sales
        of securities of the Company under Rule 144 under the 1933 Act are not now
        available and no assurance has been given that it or they will become available.
        The Company is under no obligation to act in any manner so as to make Rule
        144
        available with respect to the Common Stock;

      


      I
        have
        and have had complete access to and the opportunity to review and make copies
        of
        all material documents related to the business of the Company, including,
        but
        not limited to, contracts, financial statements, tax returns, leases, deeds
        and
        other books and records. I have examined such of these documents as I wished
        and
        am familiar with the business and affairs of the Company. I realize that
        the
        purchase of the Common Stock is a speculative investment and that any possible
        profit therefrom is uncertain;

      


      
        
          
          

        

        
          Exhibit 1
            -
            Page 2 of 3

          
            

          

        

        
          
          

        

      

       

      I
        have
        had the opportunity to ask questions of and receive answers from the Company
        and
        any person acting on its behalf and to obtain all material information
        reasonably available with respect to the Company and its affairs. I have
        received all information and data with respect to the Company which I have
        requested and which I have deemed relevant in connection with the evaluation
        of
        the merits and risks of my investment in the Company;

      


      I
        have
        such knowledge and experience in financial and business matters that I am
        capable of evaluating the merits and risks of the purchase of the Common
        Stock
        hereunder and I am able to bear the economic risk of such purchase;
        and

      


      The
        agreements, representations, warranties and covenants made by me herein extend
        to and apply to all of the Common Stock of the Company issued to me pursuant
        to
        this Award. Acceptance by me of the certificate representing such Common
        Stock
        shall constitute a confirmation by me that all such agreements,
        representa-tions, warranties and covenants made herein shall be true and
        correct
        at that time.

      


      I
        understand that the certificates representing the shares being purchased
        by me
        in accordance with this notice shall bear a legend referring to the foregoing
        covenants, representations and warranties and restrictions on transfer, and
        I
        agree that a legend to that effect may be placed on any certificate which
        may be
        issued to me as a substitute for the certificates being acquired by me in
        accordance with this notice. I further understand that capitalized terms
        used in
        this Notice of Exercise without definition shall have the meanings 

      given
        to
        them in the Plan.

      


      Very
        truly yours,

       

      _________________________



      AGREED
        TO
        AND ACCEPTED:

      


      HABERSHAM
        BANCORP 

      


      
        	
                By: 
                  _____________________

              	 	 	 
	 	 	 	 
	
                Title: 
                  ____________________

              	 	 	 
	 	 	 	 
	
                Number
                  of Shares

              	 	 	 
	
                Exercised: 
                  ________________

              	 	 	 
	 	 	 	 
	
                Number
                  of Shares

              	 	 	 
	
                Remaining:
                  ________________

              	 	
                Date:
                  ________________________

              	 


      

      

        
          Exhibit 1
            - Page 1 of 3
            
            

          

          
            
            

            
              

            

          

          
            
            

            
              


            

          

        

      

       

      EXHIBIT
        2

      


      NOTICE
        OF WITHHOLDING ELECTION

      HABERSHAM
        BANCORP

      


      


      
        	
                TO:
                  ________________________________

              	
                 

              
	 	 
	
                FROM: 
                  _____________________________

              	 


      

      


      RE:  Withholding
        Election

      


      


      This
        election relates to the Option identified in Paragraph 3 below. I hereby
        certify that:

      


      
        	
                (1)

              	
                My
                  correct name and social security number and my current address
                  are set
                  forth at the end of this document.

              


      

      


      
        	(2)	
                I
                  am (check one, whichever is
                  applicable).

              


      

      


      
        	 	
                [ 
                  ]

              	
                the
                  original recipient of the Option.

              


      

      


      
        	 	
                [
                   ]

              	
                the
                  legal representative of the estate of the original recipient of
                  the
                  Option.

              


      

      


      
        	 	
                [
                   ]

              	
                a
                  legatee of the original recipient of the
                  Option.

              


      

      


      
        	 	
                [ 
                  ]

              	
                the
                  legal guardian of the original recipient of the
                  Option.

              


      

      


      
        	
                (3)

              	
                The
                  Option to which this election relates was issued under the Habersham
                  Bancorp 2005 Stock Option Plan (the “Plan”) in the name of
                  _________________________ for the purchase of a total of _________
                  shares
                  of Common Stock of the Company. This election relates to _______________
                  shares of Common Stock issuable upon exercise of the Option, provided
                  that
                  the numbers set forth above shall be deemed changed as appropriate
                  to
                  reflect the applicable Plan
                  provisions.

              


      

      


      
        
          
            	(4)
                    	
                    In
                      connection with any exercise of the Option with respect to
                      the Common
                      Stock, I hereby elect: 

                  


          

        

      

      


      
        	 	
                [  ]

              	
                to
                  have certain of the shares issuable pursuant to the exercise withheld
                  by
                  the Company for the purpose of having the value of the shares applied
                  to
                  pay federal, state, and local, if any, taxes arising from the
                  exercise.

              


      

      


      
        	 	
                [  ]

              	
                to
                  tender shares held by me for a period of at least six (6) months
                  prior to
                  the exercise of the Option for the purpose of having the value
                  of the
                  shares applied to pay such taxes.

              


      

      


      
        	 	
                The
                  shares to be withheld or tendered, as applicable, shall have, as
                  of the
                  Tax Date applicable to the exercise, a Fair Market Value equal
                  to the
                  minimum statutory tax withholding requirement under federal, state,
                  and
                  local law in connection with the
                  exercise.

              


      

      


      
        
          
          

        

        Exhibit
          2 - Page 1 of 2
          
            

          

        

        
          
          

        

      

      
         

        
          	
                  (5)

                	
                  This
                    Withholding Election is made no later than the Tax Date and is
                    otherwise
                    timely made pursuant to the
                    Plan.

                


        

      

      


      
        	
                (6)

              	
                I
                  understand that this Withholding Election may not be revised, amended
                  or
                  revoked by me.

              


      

      


      
        	
                (7)

              	
                I
                  further understand that, if applicable, the Company shall withhold
                  from
                  the shares a whole number of shares having the value specified
                  in
                  Paragraph 4 above.

              


      

      


      
        	
                (8)

              	
                The
                  Plan has been made available to me by the Company. I have read
                  and
                  understand the Plan and I have no reason to believe that any of
                  the
                  conditions to the making of this Withholding Election have not
                  been
                  met.

              


      

      


      
        	
                (9)

              	
                Capitalized
                  terms used in this Notice of Withholding Election without definition
                  shall
                  have the meanings given to them in the
                  Plan.

              


      

      


      


      
        	
                Dated:
                  _____________________________

              	 	_______________________________	 
	 	 	
                Signature

                 

              	 
	______________________________	 	_______________________________	 
	
                Social
                  Security Number

              	 	
                Name
                  (Printed)

                 

              	 
	 	 	_______________________________	 
	 	 	
                Street
                  Address

                 

              	 
	 	 	_______________________________	 
	 	 	
                City,
                  State, Zip Code

                 

              	 


      

       

      Exhibit
        2
        - Page 2 of 2