EXHIBIT 4.1

                               PARK BANCORP, INC.

                               2003 INCENTIVE PLAN

         1. Purpose; Effect on Predecessor Plans. The purpose of the Park
Bancorp, Inc. 2003 Incentive Plan is to benefit the Corporation and its
Subsidiaries, including the Bank, by enabling the Corporation to offer certain
present and future officers, employees, and directors of the Corporation and its
Subsidiaries stock and cash based incentives and other equity interests in the
Corporation, thereby providing them a stake in the growth of the Corporation and
encouraging them to continue in the service of the Corporation and its
Subsidiaries.

         2. Definitions.

         (a) "Award" includes, without limitation, Stock Options (including
Incentive Stock Options), Stock Appreciation Rights, Performance Share or Unit
awards, Dividend or Equivalent Rights, Stock Awards, Restricted Share or Unit
awards, Cash Awards or other awards ("Other Incentive Awards") that are valued
in whole or in part by reference to, or are otherwise based on, the
Corporation's Common Stock or other factors, all on a stand alone, combination
or tandem basis, as described in or granted under this Plan.

         (b) "Award Agreement" means a writing provided by the Corporation to
each Participant setting forth the terms and conditions of each Award made under
this Plan.

         (c) "Bank" means Park Federal Savings Bank, a federally chartered
savings bank.

         (d) "Board" means the Board of Directors of the Corporation.

         (e) "Cash Award" has the meaning specified in Section 6(i).

         (f) "Change of Control" of the Corporation shall be deemed to have
occurred upon the happening of any of the following events:

                  (i) a change in control of the Corporation 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 Exchange Act; or (B) results in
         a change in control within the meaning of the Home Owners' Loan Act of
         1933, as amended 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

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         the Corporation representing 20% or more of the Corporation's then
         outstanding voting securities, other than a trustee or fiduciary
         holding securities under any employee benefit plan of the Company or
         the 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 Corporation's
         stockholders was approved by the same Nominating Committee serving
         under an Incumbent Board, shall be, for purposes of this clause (iii),
         considered as though he were a member of the Incumbent Board; or

                  (iv) the Corporation 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
         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
         Corporation, 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 Corporation 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 Corporation, to an Acquiror,
         of which less than 50% of the outstanding voting securities are owned
         in the aggregate by stockholders of the Corporation 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 Corporation, by
         someone other than the current management of the Corporation, seeking
         stockholder approval of a plan or reorganization, merger or
         consolidation of the Corporation, seeking stockholder approval of a
         plan of reorganization, merger or consolidation of the Corporation or
         the 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 Corporation; or

                  (vii) a tender offer is made for 20% or more of the voting
         securities of the Corporation.

         (g) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         (h) "Committee" means the Compensation Committee of the Board or such
other committee of the Board as may be designated by the Board from time to time
to administer this Plan.

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         (i) "Common Stock" means the Common Stock, par value $0.01 per share,
of the Corporation.

         (j) "Corporation" means Park Bancorp, Inc., a Delaware corporation.

         (k) "Director" means a director of the Corporation or a Subsidiary.

         (l) "Dividend or Equivalent Rights" has the meaning specified in
Section 6(f).

         (m) "Dividend Equivalent" means, with respect to any shares of Common
Stock that are to be issued pursuant to an Award at the end of a Restriction
Period, an amount equal to all dividends or other distributions (or the economic
equivalent thereof) which are payable to stockholders of record during the
Restriction Period on a like number of shares of Common Stock.

         (n) "Effective Date" has the meaning specified in Section 15.

         (o) "Employee" means an employee of the Corporation or a Subsidiary,
including the Bank.

         (p) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         (q) "Fair Market Value" means the closing price on the NASDAQ National
Market on the date prior to the valuation date; provided, however, that the
Committee may modify the definition of Fair Market Value with respect to any
particular Award.

         (r) "Incentive Stock Option" has the meaning specified in Section 6(b).

         (s) "Other Incentive Award" has the meaning specified in Section 2(a).

         (t) "Participant" means an Employee or Director who has been granted an
Award under the Plan, including the Predecessor Plan.

         (u) "Performance Share" has the meaning specified in Section 6(d).

         (v) "Performance Unit" has the meaning specified in Section 6(e).

         (w) "Plan" means this Park Bancorp, Inc. 2003 Incentive Plan, which
includes the Predecessor Plan.

         (x) "Plan Year" means a twelve-month period beginning with January 1 of
each year.

         (y) "Predecessor Plan" means the Corporation's 1997 Stock-Based
Incentive Plan.

         (z) "Previously-Acquired Shares" means shares of Common Stock acquired
by the Participant or any beneficiary of Participant other than pursuant to an
Award under this

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Plan or the Predecessor Plan, or if so acquired, such shares of Common Shares
have been held for a period of not less than six months.

         (aa) "Restriction Period" means a period of time beginning as of the
date upon which an Award subject to restrictions or forfeiture provisions is
made pursuant to this Plan and ending as of the date upon which the Common Stock
subject to such Award is no longer restricted or subject to forfeiture
provisions.

         (bb) "Restricted Share" has the meaning specified in Section 6(d).

         (cc) "Restricted Unit" has the meaning specified in Section 6(e).

         (dd) "Stock Appreciation Right" has the meaning specified in Section
6(c).

         (ee) "Stock Award" has the meaning specified in Section 6(g).

         (ff) "Stock Option" has the meaning specified in Section 6(a).

         (gg) "Subsidiary" means any corporation or other entity, whether
domestic or foreign, in which the Corporation has or obtains, directly or
indirectly, a proprietary interest of at least 50% by reason of stock ownership
or otherwise.

         3. Eligibility. Any Employee or Director selected by the Committee is
eligible to receive an Award.

         4. Plan Administration.

         (a) Except as otherwise determined by the Board, the Plan shall be
administered by the Committee. The Committee shall make determinations with
respect to the participation of Employees and Directors in the Plan and, except
as otherwise required by law or this Plan, the terms of Awards, including
vesting schedules, price, length of relevant performance, Restriction Period,
option period, dividend rights, post-retirement and termination rights, payment
alternatives such as cash, stock, contingent awards or other means of payment
consistent with the purposes of this Plan, and such other terms and conditions
as the Committee deems appropriate.

         (b) The Committee, by majority action thereof (whether taken during a
meeting or by written consent), shall have authority to interpret and construe
the provisions of the Plan and the Award Agreements, to decide all questions of
fact arising in its application and to make all other determinations pursuant to
any Plan provision or Award Agreement which shall be final and binding on all
persons. To the extent deemed necessary or advisable for purposes of Section 16
of the Exchange Act or Section 162(m) of the Code, a member or members of the
Committee may recuse himself or themselves from any action, in which case action
taken by the majority of the remaining members shall constitute action by the
Committee. No member of the Committee shall be liable for any action or
determination made in good faith, and the members of the Committee shall be
entitled to indemnification and reimbursement in the manner provided in the
Corporation's Certificate of Incorporation, By-Laws, by agreement or otherwise
as may be amended from time to time.

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         (c) To the extent permitted under the corporate law of the
Corporation's jurisdiction of incorporation, the Committee may, by a resolution
adopted by the Committee, authorize one or more officers of the Corporation to
do one or more of the following: (i) designate officers and employees of the
Corporation or any of its Subsidiaries to be recipients of an Award under this
Plan, (ii) determine the amount, terms, conditions, and form of any such Awards
and (iii) take such other actions which the Committee is authorized to take
under this Plan; provided, however, that the resolution so authorizing such
officer or officers shall specify the total number of shares of Common Stock or
cash payable under such Awards which such officer or officers may so award;
provided, further, however, that the Committee may not delegate to any person
the authority to grant Awards to, or take other action with respect to,
Participants who at the time of such Awards or action are subject to Section 16
of the Exchange Act or are "covered employees" as defined in Section 162(m) of
the Code. Further, the Committee may not authorize an officer to designate
himself or herself as a recipient of any such Awards. To the extent deemed
necessary or advisable for purposes of Section 16 of the Exchange Act or
otherwise, the Board may act as the Committee hereunder.

         5. Stock Subject to the Provisions of the Plan.

         (a) The stock subject to the provisions of this Plan may be shares of
authorized but unissued Common Stock, treasury shares held by the Corporation or
any Subsidiary, or shares acquired by the Corporation through open market
purchases or otherwise. Subject to adjustment in accordance with the provisions
of Section 11, the total number of shares of Common Stock which may be issued
under the Plan or with respect to which Awards may be granted shall not exceed
100,000 shares, plus the number of shares heretofore authorized and available
(or which become available) for issuance under the Predecessor Plan which are
not issued after the Effective Date. To the extent that shares of Common Stock
subject to an outstanding Award or an award under the Predecessor Plan are not
issued by reason of the forfeiture, termination, surrender, cancellation or
expiration while unexercised of such award, by reason of the tendering or
withholding of shares by either actual delivery or by attestation) to pay all or
a portion of the purchase price or to satisfy all or a portion of the tax
withholding obligations relating to an award, by reason of being settled in cash
in lieu of Common Stock or settled in a manner such that some or all of the
shares covered by the Award are not issued to a Participant, or being exchanged
for a grant under this Plan that does not involve Common Stock, and to the
extent shares are purchased by the Corporation with the proceeds received upon
the exercise of Stock Options granted under this Plan or the Predecessor Plan
(which proceeds include cash payments received by the Corporation as well as the
value of the Corporation's tax deduction on non-qualified Stock Options and
early dispositions of Incentive Stock Options), then such shares shall
immediately again be available for issuance under this Plan.

         (b) The Committee may from time to time adopt and observe such
procedures concerning the counting of shares against the Plan maximum as it may
deem appropriate.

         (c) Shares of Common Stock issued in connection with awards that are
assumed, converted or substituted pursuant to a merger, acquisition or similar
transaction entered into by the Corporation or any of its Subsidiaries shall not
reduce the number of shares of Common Stock available under this Plan.

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         (d) To the extent provided by the Committee, any Award may be settled
in cash rather than Common Stock.

         (e) Subject to Section 11, the following limitations shall apply to
Awards under the Plan:

                  (i) The maximum number of shares of Common Stock that may be
         issued under this Plan as Stock Options intended to be Incentive Stock
         Options shall be 100,000 shares.

                  (ii) The maximum number of shares of Common Stock that may be
         covered by Awards granted under this Plan to any single Participant
         shall be 50,000 shares during any one Plan Year. If an Award is granted
         in tandem with a Stock Appreciation Right, such that the exercise of
         the Award right or Stock Appreciation Right with respect to a share of
         Common Stock cancels the tandem Stock Appreciation Right or Award
         right, respectively, with respect to such share, the tandem Award right
         and Stock Appreciation Right with respect to each share of Common Stock
         shall be counted as covering but one share of Common Stock for purposes
         of applying the limitations of this paragraph (ii).

                  (iii) The maximum number of shares of Common Stock that may be
         issued under this Plan as Restricted Shares or Restricted Share Units
         shall be 40,000.

                  (iv) The exercise price for up to 40,000 shares of Common
         Stock issued pursuant to non-qualified Stock Options granted under this
         Plan may be below the Fair Market Value of a share of Common Stock on
         the grant date, but in no event shall the exercise price be less than
         50% of the Fair Market Value of a share of Common Stock on the date
         such Award was granted.

         6. Awards under this Plan. As the Board or Committee may determine, the
following types of Awards may be granted under this Plan on a stand alone,
combination or tandem basis:

         (a) Stock Option. A right to buy a specified number of shares of Common
Stock at a fixed exercise price during a specified time, all as the Committee
may determine; provided that the exercise price of any Stock Option shall not be
less than 50% of the Fair Market Value of the Common Stock on the date of grant
of such Award.

         (b) Incentive Stock Option. An Award in the form of a Stock Option
which shall comply with the requirements of Section 422 of the Code or any
successor Section of the Code as it may be amended from time to time.

         (c) Stock Appreciation Right. A right to receive the excess of the Fair
Market Value of a share of Common Stock on the date the Stock Appreciation Right
is exercised over the Fair Market Value of a share of Common Stock on the date
the Stock Appreciation Right was granted.

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         (d) Restricted and Performance Shares. A transfer of Common Stock to a
Participant, subject to such restrictions on transfer or other incidents of
ownership, or subject to specified performance standards, for such periods of
time as the Committee may determine.

         (e) Restricted and Performance Share Unit. A fixed or variable share or
dollar denominated unit subject to such conditions of vesting, performance and
time of payment as the Committee may determine, which are valued at the
Committee's discretion in whole or in part by reference to, or otherwise based
on, the Fair Market Value of Common Stock and which may be paid in Common Stock,
cash or a combination of both. The Committee, in its discretion, may permit a
Participant to defer receipt of such Restricted Share Units beyond the
expiration of any applicable Restriction Period.

         (f) Dividend or Equivalent Right. A right to receive dividends or their
equivalent in value in Common Stock, cash or in a combination of both with
respect to any new or previously existing Award.

         (g) Stock Award. An unrestricted transfer of ownership of Common Stock.

         (h) Awards under Deferred Compensation or Similar Plans. The right to
receive Common Stock or a fixed or variable share denominated unit granted under
this Plan or any deferred compensation or similar plan established from time to
time by the Corporation.

         (i) Cash Award. An award denominated in cash that may be earned
pursuant to the achievement of Performance Criteria set forth in Section 7
during a performance cycle period equal to one Plan Year or such other period of
time as determined by the Committee or that may be earned under the
Corporation's annual bonus, multi-year bonus or other incentive or bonus plans.

         (j) Other Incentive Awards. Other Incentive Awards which are related to
or serve a similar function to those Awards set forth in this Section 6,
including, but not limited to, Other Incentive Awards related to the
establishment or acquisition by the Corporation or any Subsidiary of a new or
start-up business or facility.

         7. Performance-Based Awards. The Committee may from time to time,
establish Performance Criteria with respect to an Award. The Performance
Criteria or standards for an Award shall be determined by the Committee in
writing, shall be measured for achievement or satisfaction during the period in
which the Committee permitted such Participant to satisfy or achieve such
Performance Criteria and may be absolute in their terms or measured against or
in relationship to other companies comparably, similarly or otherwise situated
and may be based on or adjusted for any other objective goals, events, or
occurrences established by the Committee, provided that such criteria or
standards relate to one or more of the following: earnings, revenue growth,
growth in earnings per share, revenues, expenses, stock price, market share,
charge-offs, loan loss reserves, reductions in non-performing assets, return on
assets, return on equity, asset growth, deposit growth, loan growth, asset
quality levels, growth in the Fair Market Value of the Common Stock or assets,
investment, regulatory compliance, satisfactory internal or external audits,
improvement of financial ratings, achievement of balance sheet or income
statement objectives, extraordinary charges, losses from discontinued
operations, restatements and

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accounting changes and other unplanned special charges such as restructuring
expenses, acquisition expenses including goodwill, unplanned stock offerings and
strategic loan loss provisions. Such Performance Criteria may be particular to a
line of business, Subsidiary or other unit or may be based on the performance of
the Corporation generally.

         8. Award Agreements. Each Award under the Plan shall be evidenced by an
Award Agreement. Delivery of an Award Agreement to each Participant shall
constitute an agreement, subject to Section 9 hereof, between the Corporation
and the Participant as to the terms and conditions of the Award.

         9. Other Terms and Conditions.

         (a) No Assignment; Limited Transferability of Stock Options. Except as
provided below, no Award granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, otherwise then by
will or by the laws of descent and distribution. Notwithstanding the foregoing,
the Committee may, in its discretion, authorize all or a portion of the Stock
Options (other than Incentive Stock Options) granted to a Participant to be on
terms which permit transfer by such Participant to:

                  (i) the spouse, children or grandchildren of the Participant
         ("Immediate Family Members");

                  (ii) a trust or trusts for the exclusive benefit of such
         Immediate Family Members, or;

                  (iii) a partnership in which such Immediate Family Members are
         the only partners, provided that:

                           (A) there may be no consideration for any such
                  transfer;

                           (B) the Award Agreement pursuant to which such Stock
                  Options are granted expressly provides for transferability in
                  a manner consistent with this Section 9(a); and

                           (C) subsequent transfers of transferred Stock Options
                  shall be prohibited except those in accordance with this
                  Section 9(a).

         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 this Section 9(a) hereof the term "Participant"
shall be deemed to refer to the transferee. The provisions of the Stock Option
relating to the period of exercisability and expiration of the Stock Option
shall continue to be applied with respect to the original Participant, and the
Stock Options shall be exercisable or received by the transferee only to the
extent, and for the periods, set forth in said Stock Option.

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         (b) Beneficiary Designation. Each Participant under the Plan may name,
from time to time, any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of his death before he receives any or all of such benefit. Each
designation will revoke all prior designations by the same Participant, shall be
in a form prescribed by the Committee, and will be effective only when filed by
the Participant in writing with the Committee during his lifetime. In the
absence of any such designation, benefits remaining unpaid at the Participant's
death shall be paid to his estate.

         (c) Termination of Employment. The disposition of the grant of each
Award in the event of the retirement, disability, death or other termination of
a Participant's employment shall be as determined by the Committee and set forth
in the Award Agreement. Unless expressly provided otherwise by the Committee,
references to the "Plan" set forth in any agreement representing an award
granted under the Predecessor Plan prior to the Effective Date shall refer to
the terms of such Predecessor Plan as in effect immediately prior to the
Effective Date.

         (d) Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to shares covered by an Award until the date the
Participant or his nominee, guardian or legal representative is the holder of
record; provided, however, that Participants holding Restricted Shares may
exercise full voting rights with respect to those shares during the Restriction
Period.

         (e) Dividends and Dividend Equivalents. Rights to dividends and
Dividend Equivalents may be extended to and made a part of any Award, subject to
such terms, conditions and restrictions as the Committee may establish. The
Committee may also establish rules and procedures for the crediting of Dividend
Equivalents for Awards.

         (f) Payments by Participants. The Committee may determine that Awards
for which a payment is due from a Participant may be payable: (i) in cash by
personal check, bank draft or money order payable to the order of the
Corporation, by money transfers or direct account debits; (ii) through the
delivery or deemed delivery based on attestation to the ownership of previously
acquired shares of Common Stock with a Fair Market Value equal to the total
payment due from the Participant; (iii) through a simultaneous exercise of the
Participant's Award and sale of the shares thereby acquired pursuant to a
brokerage arrangement approved in advance by the Committee to assure its
conformity with the terms and conditions of the Plan; (iv) by a combination of
the methods described in (i), (ii) and (iii) above; or (v) by such other methods
as the Committee may deem appropriate.

         (g) Withholding. Except as otherwise provided by the Committee in the
Award Agreement or otherwise (i) the deduction of withholding and any other
taxes required by law will be made from all amounts paid in cash, and (ii) in
the case of the exercise of Stock Options or payments of Awards in shares of
Common Stock, the Participant shall be required to pay the amount of any taxes
required to be withheld in cash prior to receipt of such stock, or
alternatively, to elect to have a number of shares the Fair Market Value of
which equals the amount required be withheld deducted from the shares to be
received upon such exercise or payment or deliver such number of
Previously-Acquired Shares of Common Stock.

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         (h) Deferral. The receipt of payment of cash or delivery of shares of
Common Stock that would otherwise be due to a Participant upon the exercise of
any Stock Option or under any other Award may be deferred pursuant to an
applicable deferral plan established by the Corporation or a Subsidiary. The
Committee shall establish rules and procedures relating to any such deferrals
and the payment of any tax withholding with respect thereto.

         (i) Other Restrictions. The Committee shall impose such other
restrictions on any Awards granted pursuant to the Plan as it may deem
advisable, including, without limitation, restrictions under applicable Federal
or state securities laws, post-vesting or exercise holding periods, or
requirements to comply with restrictive covenants, and may legend the
certificates issued in connection with an Award to give appropriate notice of
any such restrictions.

         10. Amendments, Modification and Termination. The Board may at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or
in part, subject to any requirement of shareholder approval imposed by
applicable law, rule or regulation. No termination, amendment, or modification
of the Plan shall adversely affect in any material way any Award previously
granted under the Plan, without the written consent of the Participant holding
such Award.

         11. Adjustment. The aggregate number of shares of Common Stock as to
which Awards may be granted to Participants, the number of shares of Common
Stock set forth in the limitations in Section 5(e), the number of shares of
Common Stock covered by each outstanding Award, and the price per share of
Common Stock in each such Award, shall all be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a subdivision or consolidation of shares or other capital adjustment, or
the payment of a stock dividend or other increase or decrease in such shares,
effected without receipt of consideration by the Corporation, or other change in
corporate or capital structure; provided, however, that any fractional shares
resulting from any such adjustment shall be eliminated. The Committee may also
make the foregoing changes and any other changes, including changes in the
classes of securities available, to the extent it is deemed necessary or
desirable to preserve the intended benefits of the Plan for the Corporation and
the Participants in the event of any other reorganization, recapitalization,
merger, consolidation, spinoff, extraordinary dividend or other distribution or
similar transaction.

         12. Rights as Employees, Directors or Consultants. No person shall have
any claim or right to be granted an Award, and the grant of an Award shall not
be construed as giving a Participant the right to be retained in the employ of
or as a Director of or as a consultant to the Corporation or a Subsidiary.
Further, the Corporation and each Subsidiary expressly reserve the right at any
time to dismiss a Participant free from any liability, or any claim under the
Plan, except as provided herein or in any Award Agreement issued hereunder.

         13. Change of Control. Notwithstanding anything contained in this Plan
or any Award Agreement to the contrary, in the event of a Change of Control, the
following shall occur with respect to any and all Awards outstanding as of such
Change of Control:

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         (a) Any and all Stock Options and Stock Appreciation Rights granted
hereunder shall become immediately exercisable, and shall remain exercisable
throughout their entire term;

         (b) Any restrictions imposed on Restricted Shares shall lapse; and

         (c) Unless otherwise specified in a Participant's Award Agreement at
time of grant, the maximum payout opportunities attainable under all outstanding
Awards of Performance Units, Performance Shares and Other Incentive Awards shall
be deemed to have been fully earned for the entire performance period(s) as of
the effective date of the Change of Control. The vesting of all such Award shall
be accelerated as of the effective date of the Change of Control, and in full
settlement of such Awards, there shall be paid out in cash, or in the sole
discretion of the Committee, shares of Common Stock with a Fair Market Value
equal to the amount of such cash, to Participants within thirty (30) days
following the effective date of the Change of Control the maximum of payout
opportunities associated with such outstanding Awards.

         14. Governing Law. To the extent that federal laws do not otherwise
control, the Plan and all Award Agreements hereunder shall be construed in
accordance with and governed by the law of the State of Delaware, provided,
however, that in the event the Corporation's state of incorporation shall be
changed, then the law of the new state of incorporation shall govern.

         15. Effective Date and Term. The effective date of this Plan is
February 11, 2003 (the "Effective Date"), the date the Plan was adopted by the
Board, subject to ratification by the shareholders of the Corporation. The Plan
shall remain in effect until terminated by the Board, provided, however, that no
Incentive Stock Option shall be granted under this Plan on or after the tenth
anniversary of the Effective Date.

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