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                                                                    EXHIBIT 10.6

                               PARK BANCORP, INC.
                        1997 STOCK-BASED INCENTIVE PLAN

1.  DEFINITIONS.

    Whenever used in the Plan, the following terms shall have the meanings set
forth below, and when the meaning is intended, the initial letter of the word
shall be capitalized:

    "AFFILIATE" means (i) a member of a controlled group of corporations of
which the Holding Company is a member or (ii) an unincorporated trade or
business which is under common control with the Holding Company as determined
in accordance with Section 414(c) of the Code and the regulations issued
thereunder.  For purposes hereof, a "controlled group of corporations" shall
mean a controlled group of corporations as defined in Section 1563(a) of the
Code determined without regard to Section 1563(a)(4) and (e)(3)(C).

    "ALTERNATE OPTION PAYMENT MECHANISM" refers to one of several methods
available to a Participant to fund the exercise of a stock option set out in
Section 14.  These mechanisms include: broker assisted cashless exercise and
stock for stock exchange.

    "AWARD" means a grant of one or some combination of one or more
Non-statutory Stock Options, Incentive Stock Options and Stock Awards under the
provisions of this Plan.

    "BANK" means Park Federal Savings Bank.

    "BOARD OF DIRECTORS" or "BOARD" means the board of directors of the Holding
Company.

    "CHANGE IN CONTROL" means: (i) a change in control of the Holding Company
of a nature that (A) would be required to be reported in response to Item 1 of
the current report on Form 8-K, as in effect on the Effective Date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); or (B) results in a change in control within the
meaning of the Home Owners' Loan Act of 1933, as amended ("HOLA") and the Rules
and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its
predecessor agency), as in effect on the date hereof (provided, that in
applying the definition of change in control as set forth under such rules and
regulations the Board shall substitute its judgment for that of the OTS); or
(ii) any "person" or "group" (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act and the rules and regulations promulgated thereunder)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act and the rules and regulations promulgated thereunder), directly or
indirectly, of securities of the Holding Company representing 20% or more of
the Holding Company's then outstanding voting securities, other than a trustee
or fiduciary holding securities under any employee benefit plan of the Company
or Bank; or (iii) individuals who constitute the Board on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for election by
the Holding Company's stockholders was approved by the same Nominating
Committee serving under an Incumbent Board, shall be, for purposes of this
clause (iii), considered as through he were a member of the Incumbent Board; or
(iv) the Holding Company is merged or consolidated or reorganized into or with
another corporation or other legal person (an "Acquiror") and as a result of
such merger, consolidation or reorganization less





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than 50% of the outstanding voting securities or other capital interests of the
surviving, resulting or acquiring corporation or other legal person are owned
in the aggregate by the stockholders of the Holding Company, directly or
indirectly, immediately prior to such merger, consolidation or reorganization,
other than by the Acquiror or any corporation or other legal person
controlling, controlled by or under common control with the Acquiror; or (v)
the Holding Company sells or otherwise transfers all or substantially all of
the shares of the Bank, or all or substantially all of the business and/or
assets of the Holding Company, to an Acquiror, of which less than 50% of the
outstanding voting securities are owned in the aggregate by stockholders of the
Holding Company, directly or indirectly, immediately prior to such sale or
transfer, other than by the Acquiror or any corporation or legal person
controlling, controlled by or under common control with the Acquiror; or (vi) a
solicitation of stockholders of the Holding Company, by someone other than the
current management of the Holding Company, seeking stockholder approval of a
plan of reorganization, merger or consolidation of the Holding Company, seeking
stockholder approval of a plan of reorganization, merger or consolidation of
the Holding Company or Bank or similar transaction with one or more
corporations, as a result of which the outstanding shares of the class of
securities then subject to the plan are exchanged for or converted into cash or
property or securities not issued by the Holding Company; or (vii) a tender
offer is made for 20% or more of the voting securities of the Holding Company.

    "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation thereto.

    "COMMITTEE" means a committee consisting of at least two members of the
Board of Directors who are defined as Outside Directors, all of whom are
"non-employee directors" as such term is defined under Rule 16b-3 under the
Exchange Act as promulgated by the Securities and Exchange Commission.

    "COMMON STOCK" means the common stock of the Holding Company, par value
$.01 per share, or any stock exchanged for shares of Common Stock pursuant to
Section 18 hereof.

    "DATE OF GRANT" means the effective date of an Award.

    "DIRECTORS' AWARDS" means awards of Non-statutory Stock Options and/or
Stock Awards pursuant to the terms of Section 12.

    "DISABILITY" means the permanent and total inability by reason of mental or
physical infirmity, or both, of a Participant to perform the work customarily
assigned.  Additionally, a medical doctor selected or approved by the Board of
Directors must advise the Committee that it is either not possible to determine
when such Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said Participant's
lifetime.

    "DIVIDEND EQUIVALENT RIGHTS" means the right to receive an amount of cash
based upon the terms set forth in Section 10.

    "EFFECTIVE DATE" means    , 1997 or if later, the date on which this Plan
is approved by the stockholders of the Holding Company.

   "EMPLOYEE" means any person who is employed by the Holding Company 
Affiliate, including officers.





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    "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation thereto.

    "EXERCISE PRICE" means the purchase price per share of Common Stock
deliverable upon the exercise of each Option in order for the option to be
exchanged for shares of Common Stock.

    "FAIR MARKET VALUE" means, when used in connection with the Common Stock on
a certain date, the average of the high and low bid prices of the Common Stock
as reported by the Nasdaq Stock Market ("Nasdaq") (as published by The Wall
Street Journal, if published) on such date or if the Common Stock was not
traded on such date, on the next preceding day on which the Common Stock was
traded thereon or the last previous date on which a sale is reported.  If the
Common Stock is not reported on the Nasdaq, the Fair Market Value of the Common
Stock is the value so determined by the Board in good faith.

    "HOLDING COMPANY" means Park Bancorp, Inc., a Delaware corporation.

    "INCENTIVE STOCK OPTION" means an Option granted by the Committee to a
Participant, which Option is designated by the Committee as an Incentive Stock
Option pursuant to Section 7.

    "LIMITED RIGHT" means the right to receive an amount of cash based upon the
terms set forth in Section 8.

    "NON-STATUTORY STOCK OPTION" means an Option granted by the Committee to a
Participant pursuant to Section 6, which is not designated by the Committee as
an Incentive Stock Option or which is redesignated by the Committee under
Section 7 as a Non-Statutory Stock Option.

    "OPTION" means the right to buy a fixed amount of Common Stock at the
Exercise Price within a limited period of time designated as the term of the
option as granted under Sections 6, 7 or 12 of the Plan.

    "OTS" means the Office of Thrift Supervision, or any successor agency.

    "OUTSIDE DIRECTOR" means a member of the Board of Directors of the Holding
Company or its Affiliates, who is not also an Employee.  The term "Outside
Director" also includes any Director Emeritus who has executed a consulting
agreement with the Holding Company or the Bank.

    "PARTICIPANT" means any Employee or Outside Director who holds an
outstanding Award under the terms of the Plan.

    "RETIREMENT" means the Participant's termination of employment with the
Company and all Affiliates on or after the date the Participant is eligible to
receive an immediately annuity under the Bank's Retirement Plan.  With respect
to an Outside Director, "Retirement" means the termination of service from the
Board of Directors of the Holding Company or its Affiliates following written
notice to the Board as a whole of such Outside Director's intention to retire
or retirement as determined by the Holding Company or applicable Affiliate's
bylaws.

    "STOCK AWARDS" are Awards of Common Stock which may vest immediately or
over a period of time.  Vesting of Stock Awards under Section 9 of this Plan
may be contingent upon the occurrence of specified events or the attainment of
specified performance goals as determined by the Committee.





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    "TERMINATION FOR CAUSE" shall mean termination because of a material loss
to the Holding Company or one of its subsidiaries caused by the Participant's
intentional failure to perform stated duties, personal dishonesty, willful
violation of any law, rule, regulation, (other than traffic violations or
similar offenses) or final cease and desist order.  No act, or the failure to
act, on Participant's part shall be "willful" unless done, or omitted to be
done, not in good faith and without reasonable belief that the action or
omission was in the best interest of the Holding Company or its affiliates.

    "TRUST" means a trust established by the Board in connection with this Plan
to hold Common Stock and other assets relating to Plan Awards.

    "TRUSTEE" means that person or persons and entity or entities approved by
the Board to hold legal title to any of the Trust assets for the purposes set
forth herein.

2.  ADMINISTRATION.

    (a)  COMMITTEE.  The Plan as regards Awards to Employees shall be
administered by the Committee.  The Committee is authorized, subject to the
provisions of the Plan, to establish such rules and regulations as it deems
necessary for the proper administration of the Plan and to make whatever
determinations and interpretations in connection with the Plan it deems
necessary or advisable.  All determinations and interpretations made by the
Committee shall be binding and conclusive on all Participants and on their
legal representatives and beneficiaries.

    (b)  DIRECTORS' AWARDS.  The Plan in regards to Awards to Outside Directors
is self-administering.  The grant of Awards to Outside Directors are made
herein by the terms of this Plan.  Actual transference of any Award to Outside
Directors requires no, nor allows any, discretion by the Trustee or Committee.

3.  TYPES OF AWARDS.

    The following Awards may be granted under the Plan:
    (a)  Non-statutory Stock Options;
    (b)  Incentive Stock Options;
    (c)  Limited Rights;
    (d)  Employee Stock Awards;
    (e)  Dividend Equivalent Rights;
    (f)  Equitable Adjustment Rights; and
    (g)  Directors' Stock Awards;
as described below in paragraphs 6 through 13 of the Plan.

4.  STOCK SUBJECT TO THE PLAN.

    Subject to adjustment as provided in Section 18, the maximum number of
shares reserved for Awards under the Plan is 378,201 which number may not be
excess of 14% of the outstanding shares of the Common Stock as of the Effective
Date.  Subject to adjustment as provided in Section 18, the maximum number of
shares reserved hereby for purchase pursuant to the exercise of Options and
Option-related Awards granted under the Plan is 270,144, which number is not in
excess of the 10% of the outstanding





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shares of Common Stock as of the Effective Date.  The maximum number of the
shares reserved for award as Stock Awards is 108,057 which number is not in
excess of 4% of the outstanding shares of Common Stock as of the Effective
Date.  These shares of Common Stock may be either authorized but unissued
shares or authorized shares previously issued and reacquired by the Holding
Company or by the Trust.  To the extent that Options and Stock Awards are
granted under the Plan, the shares underlying such Awards will be unavailable
for any other use including future grants under the Plan except that upon:

    (a)  a cancellation, termination, expiration, forfeiture, or lapse for any
reason of any Award; or

    (b)  payment of an Option Price and/or payment of any taxes arising upon
the exercise of an Option or payout of an Award with previously acquired Common
Stock or by withholding of shares of Common Stock which otherwise would be
acquired on exercise or issued upon such payout; or

    (c)  a payout of a Limited Right in the form of cash,

then the number of shares of Common Stock underlying any such Award which were
not issued as a result of any of the foregoing actions shall again be available
for purposes of Awards under the Plan.  Subject to adjustment as provided in
Section 18, the maximum aggregate number of shares of Common Stock (including
Options, Limited Rights and Stock Awards) that may be granted or that may vest
with respect to Awards granted hereunder to an Employee shall be 94,550.

5.  ELIGIBILITY.

    All Employees shall be eligible to receive Awards under the Plan.  Outside
Directors shall not be eligible to receive Awards under the Plan except for
Directors' Awards under Section 12 of this Plan.  An Outside Director who is a
former Employee may, however, continue to hold unexercised or unvested Awards
granted while such person was an Employee.

6.  NON-STATUTORY STOCK OPTIONS.

    The Committee may, subject to the limitations of the Plan, from time to
time, grant Non-statutory Stock Options to Employees and, upon such terms and
conditions as the Committee may determine, grant Non-statutory Stock Options in
exchange for and upon surrender of previously granted Awards under this Plan.
Non-statutory Stock Options granted under this Plan are subject to the
following terms and conditions:

    (a)  EXERCISE PRICE.  The Exercise Price of each Non-statutory Stock Option
shall be determined by the Committee on the date the option is granted.  Such
Exercise Price shall not be less than 100% of the Fair Market Value of the
Common Stock on the Date of Grant.  Common Stock underlying such Non-statutory
Stock Options may be purchased only upon full payment of the Exercise Price or
upon operation of an Alternate Option Payment Mechanism

    (b)  TERMS OF OPTIONS.  The term during which each Non-statutory Stock
Option may be exercised shall be determined by the Committee, but in no event
shall a Non-statutory Stock Option be exercisable in whole or in part more than
10 years from the Date of Grant.  The Committee shall determine the date on
which each Non-statutory Stock Option shall become exercisable; provided,
however, that to the extent so limited by applicable OTS regulations, the
Committee shall not make any determination to grant a Non-statutory Stock
Option which provides for: (1) exercisability at a rate in excess of 20% per
year; 




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or (2) the acceleration of the exercisability of a Non-statutory Stock Option
except in the case of death or Disability.  The acceleration of any
Non-statutory Stock Option under the authority of this paragraph will create no
right, expectation or reliance on the part of any other Participant or that
certain Participant regarding any other unaccelerated Non-statutory Stock
Options.

    (c)  NSO AGREEMENT.  The terms and conditions of any Non-statutory Stock
Options shall be evidenced by an agreement (the "NSO Agreement") which such NSO
Agreement will be subject to the terms and conditions of the Plan.

    (d)  TERMINATION OF EMPLOYMENT.  Unless otherwise determined by the
Committee, upon termination of the Participant's employment for any reason
other than death, Disability, Retirement or Termination for Cause, the
Participant's Nonstatutory Stock Options shall be exercisable only as to those
shares that were immediately exercisable at the date of termination and only
for a period three months following termination.  Notwithstanding any
provisions set forth herein or contained in any NSO Agreement relating to an
award of an Option, in the event of termination for Disability or death, all
Options shall immediately vest and be exercisable for one year after such
termination, in the event of termination for Retirement, all exercisable
Non-statutory Stock Options shall be exercisable for one year after Retirement,
and in the event of Termination for Cause all rights under the Participant's
Non-Statutory Stock Options shall expire immediately upon termination.
Notwithstanding the foregoing, a Participant whose termination of employment
would be a Retirement shall not be deemed to have incurred a termination of
employment for purposes determining vesting and exercisability of Non-Statutory
Stock Options under the Plan in the event he continues to serve as a consultant
or advisory director to the Holding Company or any of its Affiliates.  In such
event, the Participant's Retirement shall not be deemed to occur until service
as a consultant or advisory director terminates.

7.  INCENTIVE STOCK OPTIONS.

    The Committee may, subject to the limitations of the Plan, from time to
time, grant Incentive Stock Options to Employees.  Incentive Stock Options
granted pursuant to the Plan shall be subject to the following terms and
conditions:

    (a)  EXERCISE PRICE.  The Exercise Price of each Incentive Stock Option
shall be not less than 100% of the Fair Market Value of the Common Stock on the
Date of Grant.  However, if at the time an Incentive Stock Option is granted to
a Participant, the Participant owns Common Stock representing more than 10% of
the total combined voting securities of the Holding Company (or, under Section
424(d) of the Code, is deemed to own Common Stock representing more than 10% of
the total combined voting power of all classes of stock of the Holding Company,
by reason of the ownership of such classes of stock, directly or indirectly, by
or for any brother, sister, spouse, ancestor or lineal descendent of such
Participant, or by or for any corporation, partnership, estate or trust of
which such Participant is a shareholder, partner or beneficiary) ("10% Owner"),
the Exercise Price per share of Common Stock deliverable upon the exercise of
each Incentive Stock Option shall not be less than 110% of the Fair Market
Value of the Common Stock on the Date of Grant.  Shares may be purchased only
upon payment





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of the full Exercise Price or upon operation of an Alternate Option Exercise
Mechanism set out in Section 14 of the Plan.

    (b)  AMOUNTS OF INCENTIVE STOCK OPTIONS.  Incentive Stock Options may be
granted to any Employee in such amounts as determined by the Committee;
provided that the amount granted is consistent with the terms of Section 422 of
the Code.  In the case of a stock option intended to qualify as an Incentive
Stock Option, the aggregate Fair Market Value (determined as of the time the
Option is granted) of the Common Stock with respect to which Incentive Stock
Options granted are exercisable for the first time by the Participant during
any calendar year (under all plans of the Participant's employer corporation
and its parent and subsidiary corporations) shall not exceed $100,000.  The
provisions of this Section 7(b) shall be construed and applied in accordance
with Section 422(d) of the Code and the regulations, if any, promulgated
thereunder.  To the extent an Award of an Incentive Stock Option under this
Section 7 exceeds this $100,000 limit, the portion of the Award of an Incentive
Stock Option in excess of such limit shall be deemed a Non-statutory Stock
Option.  The Committee shall have discretion to redesignate Stock Options
granted as Incentive Stock Options as Non-statutory Stock Options.  Such
Non-statutory Stock Options shall be subject to Section 6 of the Plan.

    (c)  TERMS OF INCENTIVE STOCK OPTIONS.  The term during which each
Incentive Stock Option may be exercised shall be determined by the Committee,
but in no event shall an Incentive Stock Option be exercisable in whole or in
part more than 10 years from the Date of Grant.  If at the time an Incentive
Stock Option is granted to a Participant who is a 10% Owner, the Incentive
Stock Option granted to such Participant shall not be exercisable after the
expiration of five years from the Date of Grant.  No Incentive Stock Option
granted under this Plan is transferable except by will or the laws of descent
and distribution and is exercisable in his lifetime only by the Participant to
whom it is granted.

    The Committee shall determine the date on which each Incentive Stock Option
shall become exercisable; provided, however, that to the extent so limited by
OTS regulations, the Committee shall not make any determination to grant an
Incentive Stock Option which provides for: (1) exercisability at a rate in
excess of 20% per year; or (2) acceleration of exercisability except in the
case of death or Disability.  The Committee may also determine as of the Date
of Grant any other specific conditions or specific performance goals which must
be satisfied prior to the Incentive Stock Option becoming exercisable.  The
shares comprising each installment may be purchased in whole or in part at any
time during the term of such Incentive Stock Option after such installment
becomes exercisable.  The Committee may, in its sole discretion, accelerate the
time at which any Incentive Stock Option may be exercised in whole or in part;
provided, however, that to the extent so limited by OTS regulations, the
Committee shall not make any determination which will result in: (1) an
Incentive Stock Option becoming exercisable at a rate in excess of 20% per
year; or (2) the acceleration of the exercisability of an Incentive Stock
Option except in the case of death or Disability.  To the extent that such
acceleration, through the operation of law, destroys incentive treatment under
the Code, then such accelerated Stock Option shall be deemed to be a
Non-statutory Stock Option.  The acceleration of any Incentive Stock Option
under the authority of this paragraph will create no right, expectation or
reliance on the part of any other Participant or that certain Participant
regarding any other unaccelerated Incentive Stock Options.

    (d)  ISO AGREEMENT.  The terms and conditions of any Incentive Stock Option
shall be evidenced by an agreement (the "ISO Agreement") which such Incentive
Stock Option Agreement will be subject to the terms and conditions of the Plan.

    (e)  TERMINATION OF EMPLOYMENT.  Unless otherwise determined by the
Committee, upon the termination of a Participant's service for any reason other
than Disability, death or Termination for





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Cause, the Participant's Incentive Stock Options shall be exercisable only as
to those shares that were immediately exercisable by the Participant at the
date of termination and only for a period of three months following
termination.  Notwithstanding any provisions set forth herein or contained in
any Agreement relating to an award of an Incentive Stock Option, in the event
of termination for Disability or death, all Incentive Stock Options shall
immediately vest and be exercisable for one year after such termination, and in
the event of Termination for Cause all rights under the Participant's Incentive
Stock Options shall expire immediately upon termination.

    (f)  COMPLIANCE WITH CODE.  The Incentive Stock Options granted under this
Section 7 of the Plan are intended to qualify as "incentive stock options"
within the meaning of Section 422 of the Code, but the Holding Company makes no
warranty as to the qualification of any option as an incentive stock option
within the meaning of Section 422 of the Code.  All Incentive Stock Options
that do not so quality shall be treated as Non-statutory Stock Options.

8.  LIMITED RIGHTS.

    Simultaneously with the grant of any Option to an Employee, the Committee
may grant a Limited Right with respect to all or some of the shares covered by
such Option.  Limited Rights granted under this Plan are subject to the
following terms and conditions:

    (a)  TERMS OF RIGHTS.  A Limited Right may be exercised only in the event
of a Change in Control.

    The Limited Right may be exercised only when the underlying Option is
eligible to be exercised, and only when the Fair Market Value of the underlying
shares on the day of exercise is greater than the Exercise Price of the
underlying Option.

    Upon exercise of a Limited Right, the underlying Option shall cease to be
exercisable.  Upon exercise or termination of an Option, any related Limited
Rights shall terminate.  The Limited Right is transferable only when the
underlying option is transferable and under the same conditions.

    (b)  PAYMENT.  Upon exercise of a Limited Right, the holder shall promptly
receive from the Holding Company an amount of cash or, in the sole discretion
of the Committee, shares of Common Stock or other payment alternative found in
Section 13, equal to the difference between the Exercise Price of the
underlying option and the Fair Market Value of the Common Stock subject to the
underlying Option on the date the Limited Right is exercised, multiplied by the
number of shares with respect to which such Limited Right is being exercised.
Payments shall be less any applicable tax withholding as set forth in Section
19.

9.  STOCK AWARDS.

    The Committee may, subject to the limitations of the Plan from time to
time, make Awards of some number of shares of Common Stock.  The Awards shall
be made subject to the following terms and conditions:

    (a)  PAYMENT OF THE STOCK AWARD.  A Stock Award may only be made in whole
shares of Common Stock.  Shares used in payment may only be granted from shares
reserved under the Plan but not yet awarded at the time the new Stock Award is
made.





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    (b)  STOCK AWARD AGREEMENT.  The terms and conditions of any Stock Award
shall evidenced by an agreement (the "Stock Award Agreement") which such Stock
Award Agreement will be subject to the terms and conditions of the Plan.  Each
Stock Award Agreement shall set forth:

            (i)  the period over which the Stock Award may vest; and

            (ii)     the performance goals, if any, which must be satisfied
         prior to the vesting of any portion of the Stock Award.  The
         performance goals may be set by the Committee on an individual level,
         for all Participants, for all Awards made during a given period of
         time, or for all Awards for indefinite periods.

    (c)  CERTIFICATION OF ATTAINMENT OF THE PERFORMANCE GOAL.  No Stock Award
that is subject to a performance goal is to be distributed to the Participant
until the Committee certifies that the underlying performance goal has been
achieved.

    (d)  TERMS OF STOCK AWARDS.  The Committee shall determine the dates on
which Stock Awards granted to a Participant shall vest, provided that all Stock
Awards shall immediately vest in full upon the termination of employment due to
Disability or the death of the Participant; further provided, however, that to
the extent so limited by OTS regulations, the Committee shall not make any
determination to grant a Stock Award which provides for: (1) exercisability at
a rate in excess of 20% per year; or (2) acceleration of exercisability except
in the case of Death or Disability.  The Committee, notwithstanding other
paragraphs in this Section, in its sole discretion may accelerate the vesting
of any Stock Award; provided, however, that to the extent so limited by OTS
regulations, the Committee shall not make any determination which will result
in: (1) a Stock Award becoming exercisable at a rate in excess of 20% per year;
or (2) the acceleration of the exercisability of a Stock Award except in the
case of Death or Disability.  The acceleration of any Stock Award under the
authority of this paragraph will create no right, expectation or reliance on
the part of any other Participant or that certain Participant regarding any
other unaccelerated Stock Awards.

    (e)  ACCRUAL OF DIVIDENDS.  Whenever Stock Awards are distributed to a
Participant or a beneficiary under the Plan, such recipient or beneficiary
shall also be entitled to receive, with respect to each such Stock Award, a
payment equal to any cash dividends and a number of shares of Common Stock
equal to any stock dividends, declared and paid with respect to a share of the
Common Stock between the date the relevant Stock Award was granted and the date
the Stock Awards are being distributed.  To the extent applicable, there shall
also be distributed an appropriate amount of net earnings, if any, of the Trust
with respect to any cash dividends paid out.

    (f)  VOTING OF STOCK AWARDS.  After a Stock Award has been granted, the
Participant shall be entitled to direct the Trustee as to the voting of the
Common Stock which the Stock Award covers but which has not yet been earned and
distributed to the Participant pursuant to the Plan, subject to the rules and
procedures adopted by the Committee for this purpose.  All shares of Common
Stock held by the Trust as to which Participants are not entitled to direct, or
have not directed, the voting, shall be voted by the Trustee in the same
proportion as Common Stock covered by Stock Awards which have been awarded and
voted.

    (g)  FORFEITURE.  If the Participant's employment terminates for any other
reason than death or Disability, to the extent that the Participant has not
become vested in a Stock Award as provided in this Section 9, such
Participant's Award shall be forfeited immediately upon such termination and
the Participant shall have no further rights with respect to such Award.
Notwithstanding the foregoing, a





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<PAGE>   10

Participant whose termination of employment would be a Retirement shall not be
deemed to have incurred a termination of employment for purposes determining
vesting or forfeiture of a Stock Award under the Plan in the event he continues
to serve as a consultant or advisory director to the Holding Company or any of
its Affiliates.  In such event, the Participant's termination of employment
shall not be deemed to occur until service as a consultant or advisory director
terminates.

10. DIVIDEND EQUIVALENT RIGHTS.

    Simultaneously with the grant of any Incentive Stock Option or a
Non-statutory Stock Option to Participants, the Committee may to the extent not
limited by OTS regulations, grant a Dividend Equivalent Right with respect to
all or some of the shares covered by such Option.  Dividend Equivalent Rights
granted under this Plan are subject to the following terms and conditions:

    (a)  EXTRAORDINARY DIVIDEND.  For purposes of this Section 10, an
extraordinary dividend is any dividend paid on shares of Common Stock where the
rate of the dividend exceeds the Bank's weighted average cost of funds on
interest-bearing liabilities for the current and preceding three quarters.

    (b)  TERMS OF RIGHTS.  The Dividend Equivalent Right provides the
Participant with a cash benefit equal to the amount of any extraordinary
dividend declared by the Holding Company on shares of Common Stock subject to
an Option.  The Dividend Equivalent Right is transferable only when the
underlying option is transferable and under the same conditions.

    (c)  DIVIDEND EQUIVALENT RIGHTS AGREEMENT.  The terms and conditions of any
Dividend Equivalent Rights shall be evidenced by an agreement (the "Dividend
Equivalent Rights Agreement") which such Dividend Equivalent Rights Agreement
shall be subject to the terms and conditions of the Plan.

    (d)  PAYMENT.  Upon the payment of an extraordinary dividend, the holder of
a Dividend Equivalent Right shall promptly receive from the Holding Company an
amount of cash or some other payment option found in Section 13, equal to the
amount of the extraordinary dividend paid on one share of Common Stock,
multiplied by the number of shares of Common Stock subject to the underlying
Option.  Payments shall be decreased by the amount of any applicable tax
withholding prior to distribution to the Participant as set forth in Section
19.

11. EQUITABLE ADJUSTMENT RIGHT.

    Simultaneously with the grant of any Option under this Plan, in the
alternative to a Dividend Equivalent Right, the Committee may to the extent not
limited by OTS regulations, grant an Equitable Adjustment Right.

    Upon the payment of an extraordinary dividend (as such term is defined in
Section 10(a)), the Committee may adjust the number of shares and/or the
Exercise Price of the Options underlying the Equitable Adjustment Right, as the
Committee deems appropriate.

12. DIRECTORS' AWARDS.

    Awards to Outside Directors under this Plan ("Directors' Awards") are made
in the form of Non-statutory Stock Options and Stock Awards.  Directors' Awards
shall be made subject to the following terms and conditions:





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<PAGE>   11

    (a)  INITIAL GRANT OF THE DIRECTORS' AWARD.  Each Outside Director who is
serving on the Board of Directors on the Effective Date of this Plan shall
receive (1) Non-statutory Stock Options for 13,507 shares of Common Stock, each
together, to the extent not limited by OTS regulations, with a Dividend
Equivalent Right pursuant to Section 10, and (2) Stock Awards of 5,402 shares
of Common Stock.

    (b)  GRANTS TO SUBSEQUENT OUTSIDE DIRECTORS.  To the extent shares are
available for grant under the Plan, each Outside Director who is first
appointed as a director subsequent to the Effective Date ("Subsequent Outside
Director") is hereby granted, as of the date on which such Subsequent Outside
Director is qualified and first begins to serve as an Outside Director,
Nonstatutory Stock Options for 13,507 shares of Common Stock, each together, to
the extent not limited by OTS regulations, with a Dividend Equivalent Right
pursuant to Section 10, and Stock Awards of 5,402 shares of Common Stock,
subject to adjustment pursuant to Section 18, or pro rata amounts of
Non-statutory Stock Options and Stock Awards of such lesser number of shares of
Common Stock as remain under reserve but not granted the Plan.

    If shares for sufficient Non-statutory Stock Options and Stock Awards are
not available under the Plan to fulfill the grant of Options and Stock Awards
under this paragraph (b) to any Subsequent Outside Director, and thereafter
shares become available, such Subsequent Outside Director shall then receive
pro rata amounts of Non-statutory Stock Options and Stock Awards, determined by
dividing pro rata among each Subsequent Outside Director, the number of shares
of Common Stock then available, not to exceed the amount granted with respect
to Subsequent Outside Directors, subject to adjustment under Section 18 as
appropriate.  The date of grant shall be the date shares for such Directors'
Awards become available.

    (c)  VESTING.  The Non-statutory Stock Options and the Stock Awards made
under this Section will vest over a five-year period, with 20% of the initial
number of Non-statutory Stock Options and Stock Awards vesting each year in
which the Outside Director remains an Outside Director or serves as an advisory
director or consultant to the Holding Company or an Affiliate of the Holding
Company, commencing with the first anniversary of the date of the grant of the
Directors' Award.

    (d)  EXERCISE PRICE.  The Exercise Price of each Non-statutory Stock Option
awarded to an Outside Director shall equal the Fair Market Value of the Common
Stock on the date of the grant of the Option.  Shares may be purchased only
upon full payment of the Exercise Price or upon operation of an Alternate
Option Payment Mechanism set out in Section 14 of the Plan.

    (e)  TERMS OF NON-STATUTORY STOCK OPTIONS AWARDS TO DIRECTORS.  The term
during which each Non-statutory Stock Option awarded to a director may be
exercised shall be 10 years from the Date of Grant.  The shares comprising each
installment may be purchased in whole or in part at any time during the term of
such Non-statutory Stock Option.

    (f)  ACCRUAL OF DIVIDENDS ON STOCK AWARDS.  Whenever Stock Awards are
distributed to an Outside Director or a beneficiary under this Section, such
Outside Director or beneficiary shall also be entitled to receive, with respect
to each such Stock Award, a payment equal to any cash dividends and a number of
shares of Common Stock equal to any stock dividends, declared and paid with
respect to a share of the Common Stock between the date the relevant Stock
Award was granted and the date the Stock Awards are being distributed.  To the
extent applicable, there shall also be distributed an appropriate amount of net
earnings, if any, of the Trust with respect to any cash dividends paid out.

    (g)  VOTING OF STOCK AWARDS.  After a Stock Award has been granted under
this Section, the Outside Director shall be entitled to instruct the Trustee as
to the voting of the Common Stock that the Stock





                                           11
<PAGE>   12

Award covers but which has not yet been earned and distributed to him pursuant
to the Plan, subject to the rules and procedures adopted by the Committee for
this purpose.  Shares underlying a Stock Award regarding which an Outside
Director has not issued instructions, shall be voted by the Trustee in
accordance with the terms of paragraph 9(g) of the Plan.

    (h)  DEATH OR DISABILITY OF A DIRECTOR.  If the service of an Outside
Director as a member of the Board is terminated due to death or Disability, and
the Directors' Award made has not yet vested as provided in this Section 12,
such Directors' Award shall be deemed to be fully vested upon the date of
termination from service on the Board.

    (i)  FORFEITURE.  If the service of an Outside Director as a member of the
Board is terminated for any other reason than death or Disability, to the
extent that the Outside Director has not become vested in a Directors' Award as
provided in this Section 12, such Directors' Award shall be forfeited
immediately upon such termination and the Outside Director shall have no
further rights with respect to such Directors' Award.

    (j)  DIRECTORS' AWARD AGREEMENT.  The terms and conditions of any
Directors' Award will be evidenced by an agreement (the "Directors' Award
Agreement") which such Directors' Award Agreement shall be subject to the terms
and conditions of the Plan.

13. PAYOUT ALTERNATIVES.

    Payments due to a Participant upon the exercise or redemption of an Award,
may be made under the following terms and conditions:

    (a)  DISCRETION OF THE COMMITTEE.  The Committee has the sole discretion to
determine what form of payment (whether monetary, Common Stock, a combination
of payout alternatives or otherwise) it shall use in making distributions or
payments for all Awards.  If the Committee requests any or all Participants to
make an election as to form of payment or distribution, it shall not be
considered bound by the election.

    (b)  PAYMENT IN THE FORM OF COMMON STOCK.  Any shares of Common Stock
tendered in satisfaction of an obligation arising under this Plan shall be
valued at the Fair Market Value of the Common Stock at the time of the
distribution.  The Committee may use authorized but unissued Shares, Common
Stock in treasury or may direct the market purchase of Common Stock to satisfy
its obligations under this Plan.

14. ALTERNATE OPTION PAYMENT MECHANISM.

    The Committee has sole discretion to determine what form of payment it will
accept for the exercise of an Option.  The Committee may indicate acceptable
forms in the Incentive Stock Option or Non-statutory Stock Option Agreement
covering such Options or may reserve its decision to the time of exercise.  No
Option is to be considered exercised until payment in full is accepted by the
Committee or its agent.

    (a)  CASH PAYMENT.  The exercise price may be paid in cash or by certified
check.

    (b)  BORROWED FUNDS.  To the extent permitted by law, the Committee may
permit all or a portion of the exercise price of an Option to be paid through
borrowed funds.





                                           12
<PAGE>   13


    (c)  EXCHANGE OF COMMON STOCK.  The Committee may, in its sole discretion,
permit payment by the tendering of previously acquired shares of Common Stock.
Any shares of Common Stock tendered in payment of the exercise price of an
Option shall be valued at the Fair Market Value of the Common Stock on the date
prior to the date of exercise.

15. RIGHTS OF A STOCKHOLDER: DEFERRAL; LIMITED TRANSFERABILITY.

    No Participant or Outside Director shall have any rights as a stockholder
with respect to any shares of Common Stock covered by an Option until the date
of issuance of a stock certificate for such Common Stock.  Nothing in this Plan
or in any Award granted confers on any person any right to continue in the
employ or service of the Holding Company or its Affiliates or interferes in any
way with the right of the Holding Company or its Affiliates to terminate a
Participant's services as an officer or other employee at any time.

    Except as expressly provided in the Award Agreement in accordance with this
Section 15, no Award under the Plan shall be transferable by the Participant or
Outside Director other than by will or the laws of intestate succession or
pursuant to a qualified domestic relations order.

    The Committee may, in its discretion, authorize all or a portion of the
Options (other than Incentive Stock Options) granted to a Participant to be on
terms which permit transfer by such Participant to (a) the spouse, children or
grandchildren of the Participant ("Immediate Family Members"), (b) a trust or
trusts for the exclusive benefit of such Immediate Family Members, or (c) a
partnership in which such Immediate Family Members are the only partners,
provided that (i) there may be no consideration for any such transfer, (ii) the
Award Agreement pursuant to which such Options are granted expressly provides
for transferability in a manner consistent with this Section 15, and (iii)
subsequent transfers of transferred Options shall be prohibited except those in
accordance with Section 17.  Following transfer, any such Options shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of Section 17 hereof
the term "Participant" shall be deemed to refer to the transferee.  The
provisions of Sections 6 and 12 relating to the period of exercisability and
expiration of the Option shall continue to be applied with respect to the
original Participant, and the Options shall be exercisable by the transferee
only to the extent, and for the periods, set forth in said Sections 6 and 12.

16. AGREEMENT WITH PARTICIPANTS.

    Each Award will be evidenced by a written agreement ("Agreement"), executed
by the Participant and the Holding Company or its Affiliates that describes the
terms and conditions for receiving the Award including the date of Award, the
Exercise Price if any, the term or other applicable periods, and other terms
and conditions as may be required or imposed by the Plan, the Board of
Directors, tax law consideration or applicable securities law.

17. DESIGNATION OF BENEFICIARY.

    A Participant may, with the consent of the Committee, designate a person or
persons to receive, in the event of death, any Award to which the Participant
would then be entitled.  Such designation will be made upon forms supplied by
and delivered to the Holding Company and may be revoked in writing.  If a
Participant fails effectively to designate a beneficiary, then the
Participant's estate will be deemed to be the beneficiary.





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<PAGE>   14

18. ADJUSTMENTS.

    In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend, split, recapitalization, merger, consolidation,
spinoff, reorganization, combination or exchange of shares, or other similar
corporate change, or other increase or decrease in such shares without receipt
or payment of consideration by the Holding Company, the Committee will make
such adjustments to previously granted Awards, to prevent dilution or
enlargement of the rights of the Participant, including any or all of the
following:

    (a)  adjustments in the aggregate number or kind of shares of Common Stock
or other securities that may underlie future Awards under the Plan;

    (b)  adjustments in the aggregate number or kind of shares of Common Stock
or other securities underlying Awards already made under the Plan; and

    (c)  adjustments in the purchase price of outstanding Incentive and/or
Non-statutory Stock Options, or any Limited Rights attached to such Options.

    No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award.  All awards under
this Plan shall be binding upon any successors or assigns of the Holding
Company.

19. TAX WITHHOLDING.

    (a)  TAX WITHHOLDING.  The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of the Plan.

    (b)  SHARE WITHHOLDING.  With respect to withholding required upon the
exercise of Options, or upon any other taxable event arising as a result of
Awards granted hereunder, Participants may elect to satisfy the withholding
requirement, in whole or in part, by having the Company withhold Shares having
a Fair Market Value on the date the tax is to be determined equal to the
minimum statutory total tax which would be imposed on the transaction.  All
such elections shall be irrevocable, made in writing, signed by the
Participant, and shall be subject to any restrictions or limitations that the
Committee, in its sole discretion, deems appropriate.

20. AMENDMENT OF THE PLAN.

    The Board of Directors may at any time, and from time to time, modify or
amend the Plan in any respect, prospectively or retroactively; provided
however, no such modification or amendment may adversely affect the rights of a
Participant under an outstanding Award without the written permission of such
Participant.

    Notwithstanding any other provision of the Plan, to the extent so limited
by OTS regulations, no amendment shall be made which implements the Plan having
provisions contrary to those set forth in Section 6(b), 7(c) or 9(d) of the
Plan prior to August 9, 1997.





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<PAGE>   15

21. EFFECTIVE DATE OF PLAN.

    The Plan shall become effective upon approval by the stockholders.

22. TERMINATION OF THE PLAN.

    The right to grant Awards under the Plan will terminate upon the earlier of
(i) ten (10) years after the Effective Date or (ii) the issuance of Common
Stock and/or the exercise of Options, or related Limited Rights equivalent to
the maximum number of shares reserved under the Plan as set forth in Section 4.
The Board of Directors has the right to suspend or terminate the Plan at any
time, provided that no such action will, without the consent of a Participant,
adversely affect his vested rights under a previously granted Award.

23. APPLICABLE LAW.

    The Plan will be administered in accordance with the laws of the state of
Delaware and applicable federal law.

24. DELEGATION OF AUTHORITY.

    The Committee may delegate all authority for: the determination of forms of
payment to be made by or received by the Plan; the execution of Agreements; the
determination of Fair Market Value; the determination of all other aspects of
administration of the Plan to the executive officer(s) of the Holding Company.
The Committee may rely on the descriptions, representations, reports and
estimates provided to it by the management of the Holding Company for
determinations to be made pursuant to the Plan, including the attainment of
performance goals.  However, only the Committee or a portion of the Committee
may certify the attainment of a performance goal.

    IN WITNESS WHEREOF, Park Bancorp, Inc. has established this Plan, to be
executed by a designee of the Board of Directors and its duly corporate seal to
be affixed and duly attested, effective as of the day of , 1997.

[CORPORATE SEAL]                              PARK BANCORP, INC.

ADOPTED BY THE BOARD OF DIRECTORS:

Date                                          By:
                                              Chairman of the Board of Directors
                                              For the Board of Directors
APPROVED BY STOCKHOLDERS:

Date                                          By:
                                              Secretary




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