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                               EXHIBIT 10.1

                       VALLEY RIDGE FINANCIAL CORP.

                       STOCK INCENTIVE PLAN OF 1998


                                 SECTION 1

                  ESTABLISHMENT OF PLAN; PURPOSE OF PLAN

     1.1  ESTABLISHMENT OF PLAN.  The Corporation hereby establishes the
STOCK INCENTIVE PLAN OF 1998 (the "Plan") for its directors, corporate and
Subsidiary officers and other key employees.  The Plan permits the grant
and award of Stock Options, Restricted Stock and Stock Awards.

     1.2  PURPOSE OF PLAN.  The purpose of the Plan is to provide
directors, officers and key management employees of the Corporation and its
Subsidiaries with an increased incentive to make significant contributions
to the long-term performance and growth of the Corporation and its
Subsidiaries, to join the interests of directors, officers and key
employees with the interests of the Corporation's shareholders through the
opportunity for increased stock ownership and to attract and retain
officers and key employees of exceptional abilities.  The Plan is further
intended to provide flexibility to the Corporation in structuring long-term
incentive compensation to best promote the foregoing objectives.

                                 SECTION 2

                                DEFINITIONS

          The following words have the following meanings unless a
different meaning is plainly required by the context:

     2.1  "Act" means the Securities Exchange Act of 1934, as amended.

     2.2  "Appraisal" means the appraisal of the value of shares of Common
          Stock obtained by the Corporation annually for purposes of
          Corporation contributions to the Corporation's Employee Stock
          Ownership Plan.

     2.3  "Board" means the Board of Directors of the Corporation.

     2.4  "Cause," when used in connection with termination of employment
          or officer status, shall have the meaning given to such term in
          any employment or other similar agreement between the Corporation
          and the applicable Participant.  In the absence of any agreement
          between the Corporation and a Participant that provides any
          definition of "cause," the term "Cause" for the purposes of the
          Plan shall mean a Participant's neglect, continued failure or

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          inability to perform, or poor performance of, duties, consistent
          failure to attain assigned objectives, misappropriation of
          Corporation property, intentional damage to Corporation property,
          activities in aid of a competitor, insubordination, dishonesty,
          conviction of a crime involving moral turpitude or performance of
          any act (including any dishonest or fraudulent act) detrimental
          to the interests of the Corporation.

     2.5  "Change in Control" means (a) the failure of the Continuing
          Directors at any time to constitute at least a majority of the
          members of the Board; (b) the acquisition by any Person other
          than an Excluded Holder of beneficial ownership (within the
          meaning of Rule 13d-3 issued under the Act) of 20% or more of the
          outstanding Common Stock or the combined voting power of the
          Corporation's outstanding securities entitled to vote generally
          in the election of directors; (c) the approval by the
          shareholders of the Corporation of a reorganization, merger or
          consolidation, unless with or into a Permitted Successor; or
          (d) the approval by the shareholders of the Corporation of a
          complete liquidation or dissolution of the Corporation or the
          sale or disposition of all or substantially all of the assets of
          the Corporation other than to a Permitted Successor.

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

     2.7  "Committee" means the Compensation Committee of the Board or such
          other committee as the Board shall designate to administer the
          Plan.  The Committee shall consist of at least two members of the
          Board and all of its members shall be "Non-Employee Directors" as
          defined in Rule 16b-3 issued under the Act.

     2.8  "Common Stock" means the Common Stock of the Corporation.

     2.9  "Corporation" means Valley Ridge Financial Corp. and its
          successors and assigns.

     2.10 "Continuing Directors" mean the individuals constituting the
          Board as of the date this Plan was adopted and any subsequent
          directors whose election or nomination for election by the
          Corporation's shareholders was approved by a vote of two-thirds
          of the individuals who are then Continuing Directors, but
          specifically excluding any individual whose initial assumption of
          office occurs as a result of either an actual or threatened
          election contest (as the term is used in Rule 14a-11 of
          Regulation 14A issued under the Act) or other actual or
          threatened solicitation of proxies or consents by or on behalf
          of a Person other than the Board.


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     2.11 "Employee Benefit Plan" means any plan or program established by
          the Corporation or a Subsidiary for the compensation or benefit
          of employees of the Corporation or any of its Subsidiaries.

     2.12 "Excluded Holder" means the Corporation, a Subsidiary or any
          Employee Benefit Plan or any trust holding Common Stock or other
          securities pursuant to the terms of an Employee Benefit Plan.

     2.13 "Incentive Award" means the award or grant of a Stock Option,
          Restricted Stock or Stock Award to a Participant pursuant to the
          Plan.

     2.14 "Market Value" shall have the following meanings.  If Common
          Stock is listed for trading on The Nasdaq Stock Market (or any
          successor exchange that is the primary stock exchange for trading
          of Common Stock), "Market Value" shall equal the mean of the
          highest and lowest sales prices of shares of Common Stock
          reported on The Nasdaq Stock Market (or any successor exchange
          that is the primary stock exchange for trading of Common Stock)
          on the date of grant, or if The Nasdaq Stock Market (or any such
          successor) is closed on that date, the last preceding date on
          which The Nasdaq Stock Market (or any such successor) was open
          for trading and on which shares of Common Stock were traded.  If
          Common Stock is not listed on The Nasdaq Stock Market, "Market
          Value" of Common Stock shall be an amount determined by the
          Committee, in its discretion; PROVIDED, that if the Board does
          not determine a specific amount, "Market Value" shall mean the
          per share value of Common Stock reflected in the most recent
          Appraisal.  The Board shall be entitled to rely on the value set
          forth in an Appraisal with regard to any Incentive Awards granted
          during the 12-month period after the date of the Appraisal.

     2.15 "Participant" means a corporate officer or any employee of the
          Corporation or its Subsidiaries who the Committee determines is
          eligible to participate in the Plan and who is designated to be
          granted an Incentive Award under the Plan.

     2.16 "Permitted Successor" means a corporation which, immediately
          following the consummation of a transaction specified in clauses
          (c) and (d) of the definition of "Change in Control" above,
          satisfies each of the following criteria:  (a) 60% or more of the
          outstanding common stock of the corporation and the combined
          voting power of the outstanding securities of the corporation
          entitled to vote generally in the election of directors (in each
          case determined immediately following the consummation of the
          applicable transaction) is beneficially owned, directly or
          indirectly, by all or substantially all of the Persons who were
          the beneficial owners of the Corporation's outstanding Common

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          Stock and outstanding securities entitled to vote generally in
          the election of directors (respectively) immediately prior to the
          applicable transaction; (b) no Person other than an Excluded
          Holder beneficially owns, directly or indirectly, 20% or more of
          the outstanding common stock of the corporation or the combined
          voting power of the outstanding securities of the corporation
          entitled to vote generally in the election of directors (for
          these purposes the term Excluded Holder shall include the
          corporation, any subsidiary of the corporation and any employee
          benefit plan of the corporation or any such subsidiary or any
          trust holding common stock or other securities of the corporation
          pursuant to the terms of any such employee benefit plan); and (c)
          at least a majority of the board of directors is comprised of
          Continuing Directors.

     2.17 "Person" has the same meaning as set forth in Sections 13(d) and
          14(d)(2) of the Act.

     2.18 "Restricted Period" means the period of time during which
          Restricted Stock awarded under the Plan is subject to
          restrictions.  The Restricted Period may differ among
          Participants and may have different expiration dates with respect
          to shares of Common Stock covered by the same Incentive Award.

     2.19 "Restricted Stock" means Common Stock awarded to a Participant
          pursuant to Section 6 of the Plan.

     2.20 "Retirement" means the voluntary termination of all employment by
          a Participant, or the voluntary termination of a Participant as a
          director of the Corporation (as applicable), after the
          Participant has attained 62 years of age, or such other age as
          shall be determined by the Committee in its sole discretion or as
          otherwise may be set forth in the Incentive Award agreement or
          other grant document with respect to a Participant and a
          particular Incentive Award.

     2.21 "Stock Award" means an award of Common Stock awarded to a
          Participant pursuant to Section 7 of the Plan.

     2.22 "Stock Option" means the right to purchase Common Stock at a
          stated price for a specified period of time.  For purposes of the
          Plan, a Stock Option may be either an incentive stock option
          within the meaning of Section 422(b) of the Code or a
          nonqualified stock option.

     2.23 "Subsidiary" means any corporation or other entity of which 50%
          or more of the outstanding voting stock or voting ownership
          interest is directly or indirectly owned or controlled by the
          Corporation or by one or more Subsidiaries of the Corporation.
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                                 SECTION 3

                              ADMINISTRATION

     3.1  POWER AND AUTHORITY.  The Committee shall administer the Plan,
shall have full power and authority to interpret the provisions of the Plan
and Incentive Awards granted under the Plan and shall have full power and
authority to supervise the administration of the Plan and Incentive Awards
granted under the Plan.  All determinations, interpretations and selections
made by the Committee regarding the Plan shall be final and conclusive.
The Committee shall hold its meetings at such times and places as it deems
advisable.  Action may be taken by a written instrument signed by a
majority of the members of the Committee and any action so taken shall be
fully as effective as if it had been taken at a meeting duly called and
held.  The Committee shall make such rules and regulations for the conduct
of its business as it considers advisable.

     3.2  GRANTS OR AWARDS TO PARTICIPANTS.  In accordance with and subject
to the provisions of the Plan, the Committee shall have the authority to
determine all provisions of Incentive Awards as the Committee may consider
necessary or desirable and as are consistent with the terms of the Plan,
including, without limitation, the following: (a) the persons who shall be
selected as Participants; (b) the nature and the extent of the Incentive
Awards to be made to each Participant (including the number of shares of
Common Stock to be subject to each Incentive Award, any exercise price, the
manner in which an Incentive Award will vest or become exercisable and the
form of payment for the Incentive Award); (c) the time or times when
Incentive Awards will be granted; (d) the duration of each Incentive Award;
and (e) the restrictions and other conditions to which payment or vesting
of Incentive Awards may be subject.

     3.3  AMENDMENTS OR MODIFICATIONS OF AWARDS.  The Committee shall have
the authority to amend or modify the terms of any outstanding Incentive
Award in any manner, provided that the amended or modified terms are not
prohibited by the Plan as then in effect, including, without limitation,
the authority to: (a) modify the number of shares or other terms and
conditions of an Incentive Award; (b) extend the term of an Incentive
Award; (c) accelerate the exercisability or vesting or otherwise terminate
any restrictions relating to an Incentive Award; (d) accept the surrender
of any outstanding Incentive Award; and (e) to the extent not previously
exercised or vested, authorize the grant of new Incentive Awards in
substitution for surrendered Incentive Awards.  Notwithstanding the
foregoing or any other provision of the Plan, the terms of Stock Options
automatically granted to nonemployee directors under the Plan shall not be
amended or modified without the approval of the Board, except as necessary
or desirable to comply with applicable laws, rules and regulations.



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     3.4  INDEMNIFICATION OF COMMITTEE MEMBERS.  Each person who is or
shall have been a member of the Committee shall be indemnified and held
harmless by the Corporation from and against any cost, liability or expense
imposed or incurred in connection with such person's or the Committee's
taking or failing to take any action under the Plan.  Each such person
shall be justified in relying on information furnished in connection with
the Plan's administration by any appropriate person or persons, including
without limitation an Appraisal.

                                 SECTION 4

                        SHARES SUBJECT TO THE PLAN

     4.1  NUMBER OF SHARES.  Subject to adjustment as provided in Section
4.2 of the Plan, a maximum of thirty thousand (30,000) shares of Common
Stock shall be available for Incentive Awards under the Plan.  Such shares
shall be authorized and may be either unissued or treasury shares.

     4.2  ADJUSTMENTS.  If the number of shares of Common Stock outstanding
changes by reason of a stock dividend, stock split, recapitalization,
merger, consolidation, combination, exchange of shares or any other change
in the corporate structure or shares of the Corporation, the number and
kind of securities subject to and reserved under the Plan, together with
applicable exercise prices, shall be appropriately adjusted.  No fractional
shares shall be issued pursuant to the Plan and any fractional shares
resulting from adjustments shall be eliminated from the respective
Incentive Awards, with an appropriate cash adjustment for the value of any
Incentive Awards eliminated.  If an Incentive Award is canceled,
surrendered, modified, exchanged for a substitute Incentive Award or
expires or terminates during the term of the Plan but prior to the exercise
or vesting of the Incentive Award in full, the shares subject to but not
delivered under such Incentive Award shall be available for other Incentive
Awards.  If shares of Common Stock are surrendered to the Corporation in
connection with the exercise or vesting of an Incentive Award, the
surrendered shares shall be available for other Incentive Awards under the
Plan.

                                 SECTION 5

                               STOCK OPTIONS

     5.1  GRANT.  A Participant may be granted one or more Stock Options
under the Plan. The Committee, in its discretion, may provide in the
initial grant of a Stock Option for the subsequent automatic grant of
additional Stock Options for the number of shares, if any, that are subject
to the initial Stock Option and surrendered to the Corporation in
connection with the exercise of the initial or any subsequently granted
Stock Option.  Stock Options shall be subject to such terms and conditions,

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consistent with the other provisions of the Plan, as may be determined by
the Committee in its sole discretion.  In addition, the Committee may vary,
among Participants and among Stock Options granted to the same Participant,
any and all of the terms and conditions of the Stock Options granted under
the Plan.  The Committee shall have complete discretion in determining the
number of Stock Options granted to each Participant.  The Committee may
designate whether or not a Stock Option is to be considered an incentive
stock option as defined in Section 422(b) of the Code.

     5.2  GRANTS TO NONEMPLOYEE DIRECTORS.  All nonemployee directors who
are serving on the applicable date shall automatically receive annually, on
the later of the date of the close of the annual meeting of shareholders or
the date on which the Corporation receives the appraisal of the Common
Stock for purposes of contributions to the Corporation's Employee Stock
Ownership Plan (the "Appraisal"), a Stock Option to purchase a number of
shares of Common Stock equal to (a) the sum of (i) the annual cash retainer
fees payable to a director in effect on the date of grant and (ii) the
amount of the normal meeting fees payable to a director for attendance at a
regular monthly meeting of the Board in effect on the date of grant
multiplied by 12, divided by (b) the Market Value per share if Common Stock
is listed for trading on The Nasdaq Stock Market or, if not listed, the per
share value of Common Stock set forth in the Appraisal.  Such Stock Options
shall be issued for a term of 5 years using a form of agreement
substantially similar to the standard form of Stock Option agreement
established by the Committee for executive officer Participants, adjusted
as necessary due to the recipient's status as a nonemployee director.
These formula grant provisions for nonemployee directors may be amended by
the Board of Directors not more than once every six months, other than to
comply with changes to the Code, the Act or the rules thereunder.
Nonemployee directors may pay the exercise price in any manner permitted
for exercises by other Participants.  Stock Options granted to nonemployee
directors of the Company shall not qualify as incentive stock options.

     5.3  STOCK OPTION AGREEMENTS.  Stock Options shall be evidenced by
stock option agreements containing such terms and conditions, consistent
with the provisions of the Plan, as the Committee shall from time to time
determine. To the extent not covered by the stock option agreement, the
terms and conditions of this Section 5 shall govern.

     5.4  STOCK OPTION PRICE.  The per share Stock Option price shall be
determined by the Committee; provided, that the per share Stock Option
price for any shares designated as incentive stock options shall be equal
to or greater than 100% of the Market Value on the date of grant.

     5.5  MEDIUM AND TIME OF PAYMENT.  The exercise price for each share
purchased pursuant to a Stock Option granted under the Plan shall be
payable in cash or, if the Committee consents, in shares of Common Stock
(including Common Stock to be received upon a simultaneous exercise) or

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other consideration substantially equivalent to cash.  The time and terms
of payment may be amended with the consent of a Participant before or after
exercise of a Stock Option.  The Committee may from time to time authorize
payment of all or a portion of the Stock Option price in the form of a
promissory note or other deferred payment installments according to such
terms as the Committee may approve.  The Board may restrict or suspend the
power of the Committee to permit such loans and may require that adequate
security be provided.

     5.6  STOCK OPTIONS GRANTED TO 10% SHAREHOLDERS.  No Stock Option
granted to any Participant who at the time of such grant owns, together
with stock attributed to such Participant under Section 424(d) of the Code,
more than 10% of the total combined voting power of all classes of stock of
the Corporation or any of its Subsidiaries may be designated as an
incentive stock option, unless such Stock Option provides an exercise price
equal to at least 110% of the Market Value of the Common Stock and the
exercise of the Stock Option after the expiration of 5 years from the date
of grant of the Stock Option is prohibited by its terms.

     5.7  LIMITS ON EXERCISABILITY.  Stock Options shall be exercisable for
such periods, not to exceed 10 years from the date of grant, as may be
fixed by the Committee.  At the time of exercise of a Stock Option, the
holder of the Stock Option, if requested by the Committee, must represent
to the Corporation that the shares are being acquired for investment and
not with a view to the distribution thereof.  The Committee may in its
discretion require a Participant to continue the Participant's service with
the Corporation and its Subsidiaries for a certain length of time as a
condition to a Stock Option becoming exercisable and may eliminate such
delayed vesting provisions.

     5.8  RESTRICTIONS ON TRANSFERABILITY.

          (a)  GENERAL.  Unless the Committee otherwise consents
     (before or after the option grant) or unless the stock option
     agreement or grant provides otherwise; (i) no incentive stock
     option granted under the Plan may be sold, exchanged,
     transferred, pledged, assigned or otherwise alienated or
     hypothecated except by will or the laws of descent and
     distribution; and (ii) all Stock Options that are not incentive
     stock options may be transferred; PROVIDED, that as a condition
     to any such transfer the transferee must execute a written
     agreement permitting the Corporation to withhold from the shares
     subject to the Incentive Award a number of shares having a Market
     Value at least equal to the amount of any federal, state or local
     withholding or other taxes associated with or resulting from the
     exercise of a Stock Option.

          (b)  OTHER RESTRICTIONS.  The Committee may impose other
     restrictions on any shares of Common Stock acquired pursuant to
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     the exercise of a Stock Option under the Plan as the Committee
     considers advisable, including, without limitation, restrictions
     under applicable federal or state securities laws.

     5.9  TERMINATION OF EMPLOYMENT OR DIRECTOR OR OFFICER STATUS.

          (a)  GENERAL.  If a Participant ceases to be employed by or
     an officer of the Corporation or one of its Subsidiaries for any
     reason or if a director ceases to serve as a director of the
     Corporation for any reason, other than the Participant's or
     director's death, disability, Retirement or termination for
     cause, the Participant or director may exercise his or her Stock
     Options only for a period of 3 months after such termination of
     employment or director or officer status, but only to the extent
     the Participant or director was entitled to exercise the Stock
     Options on the date of termination, unless the Committee
     otherwise consents or the terms of the stock option agreement or
     grant provide otherwise.  For purposes of the Plan, the following
     shall not be considered a termination of employment or director
     or officer status:  (i) a transfer of an employee from the
     Corporation to any Subsidiary; (ii) a leave of absence, duly
     authorized in writing by the Corporation, for military service or
     for any other purpose approved by the Corporation if the period
     of such leave does not exceed 90 days; (iii) a leave of absence
     in excess of 90 days, duly authorized in writing by the
     Corporation, provided that the employee's right to reemployment
     is guaranteed either by statute or contract; or (iv) a
     termination of employment with continued service as a director or
     officer.

          (b)  DEATH.  If a Participant dies either while an employee
     or officer of the Corporation or one of its Subsidiaries or after
     the termination of employment other than for cause but during the
     time when the Participant could have exercised a Stock Option
     under the Plan, or if a director dies while serving as a director
     of the Corporation or after ceasing to be a director but during
     the time the director or former director could have exercised a
     Stock Option under the Plan, the Stock Option issued to such
     Participant, director or former director shall be exercisable by
     the personal representative of such Participant, director or
     former director or other successor to the interest of the
     Participant, director or former director for 1 year after the
     Participant's, director's or former director's death, but only to
     the extent that the Participant, director or former director was
     entitled to exercise the Stock Option on the date of death or
     termination of employment or status as a director or officer,
     whichever first occurred, unless the Committee otherwise consents
     or the terms of the stock option agreement or grant provide
     otherwise.
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          (c)  DISABILITY.  If a Participant ceases to be an employee
     or officer of the Corporation or one of its Subsidiaries, or a
     director ceases to be a director, due to the Participant's or
     director's disability, the Participant or director may exercise a
     Stock Option for a period of 1 year following such termination of
     employment or director or officer status, but only to the extent
     that the Participant or director was entitled to exercise the
     Stock Option on the date of such event, unless the Committee
     otherwise consents or the terms of the stock option agreement or
     grant provide otherwise.

          (d)  PARTICIPANT RETIREMENT.  If a Participant Retires as an
     employee or officer of the Corporation or one of its Subsidiaries
     or if a director retires, any Stock Option granted under the Plan
     may be exercised during the remaining term of the Stock Option,
     unless the terms of the stock option agreement or grant provide
     otherwise.

          (e)  TERMINATION FOR CAUSE.  If a Participant is terminated
     for cause, the Participant shall have no further right to
     exercise any Stock Option previously granted, unless the
     Committee and the Board determine otherwise.

                                 SECTION 6

                             RESTRICTED STOCK

     6.1  GRANT.  A Participant may be granted Restricted Stock under the
Plan.  Restricted Stock shall be subject to such terms and conditions,
consistent with the other provisions of the Plan, as shall be determined by
the Committee in its sole discretion.  The Committee may impose such
restrictions or conditions, consistent with the provisions of the Plan, to
the vesting of Restricted Stock as it considers appropriate.

     6.2  TERMINATION OF EMPLOYMENT OR OFFICER STATUS.

          (a)  GENERAL.  In the event of termination of employment or
     officer status during the Restricted Period for any reason other
     than death, disability, Retirement, termination by the
     Corporation other than for Cause or termination for cause, then
     any shares of Restricted Stock still subject to restrictions at
     the date of such termination shall automatically be forfeited and
     returned to the Corporation, unless the Committee determines
     otherwise, waives the automatic forfeiture or waives or modifies
     the restrictions.  For purposes of the Plan, the following shall
     not be considered a termination of employment or officer status:
     (i) a transfer of an employee from the Corporation to any
     Subsidiary; (ii) a leave of absence, duly authorized in writing

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     by the Corporation, for military service or for any other purpose
     approved by the Corporation if the period of such leave does not
     exceed 90 days; (iii) a leave of absence in excess of 90 days
     duly authorized in writing by the Corporation, provided that the
     employee's right to reemployment is guaranteed either by statute
     or contract; and (iv) a termination of employment with continued
     service as an officer.

          (b)  TERMINATION BY CORPORATION OTHER THAN FOR CAUSE.  In
     the event of a voluntary or involuntary termination of the
     employment or officer status of a Participant by the Corporation
     other than for Cause, the restrictions applicable to the shares
     of Restricted Stock shall terminate automatically with respect to
     that number of shares (rounded to the nearest whole number) equal
     to the total number of shares of Restricted Stock granted to such
     Participant multiplied by the number of full months that have
     elapsed since the date of grant divided by the maximum number of
     full months of the Restricted Period.  All remaining shares shall
     be forfeited and returned to the Corporation; PROVIDED, that the
     Committee may, in its sole discretion, waive the automatic
     forfeiture of any or all such shares of Restricted Stock and/or
     may modify the restrictions to such shares of Restricted Stock as
     it considers appropriate with the consent of the Participant.

          (c)  DEATH, RETIREMENT OR DISABILITY.  Unless the terms of
     the restricted stock agreement or grant provide otherwise, in the
     event a Participant terminates his employment with the
     Corporation because of death, disability or Retirement during the
     Restricted Period, the restrictions applicable to the shares of
     Restricted Stock shall terminate automatically with respect to
     all shares of Restricted Stock.

          (d)  TERMINATION FOR CAUSE.  If a Participant's employment
     is terminated for cause, the Participant shall have no further
     right to exercise or receive any Restricted Stock and all
     Restricted Stock still subject to restrictions at the date of
     such termination shall automatically be forfeited and returned to
     the Corporation, unless the Committee and the Board determine
     otherwise.

     6.3  RESTRICTIONS ON TRANSFERABILITY.

          (a)  GENERAL.  Unless the Committee otherwise consents or
     unless the terms of the restricted stock agreement or grant
     provide otherwise:  (i) shares of Restricted Stock shall not be
     sold, exchanged, transferred, pledged, assigned or otherwise
     alienated or hypothecated during the Restricted Period except by
     will or the laws of descent and distribution; and (ii) all rights

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     with respect to Restricted Stock granted to a Participant under
     the Plan shall be exercisable during the Participant's lifetime
     only by such Participant, his guardian or legal representative.

          (b)  OTHER RESTRICTIONS.  The Committee may impose other
     restrictions on any shares of Common Stock acquired pursuant to
     an award of Restricted Stock under the Plan as the Committee
     considers advisable, including, without limitation, restrictions
     under applicable federal or state securities laws.

     6.4  LEGENDING OF RESTRICTED STOCK.  Any certificates evidencing
shares of Restricted Stock awarded pursuant to the Plan shall bear the
following legend:

          The shares represented by this certificate were issued
     subject to certain restrictions under the Valley Ridge Financial
     Corp. Stock Incentive Plan of 1998 (the "Plan").  A copy of the
     Plan is on file in the office of the Secretary of the
     Corporation.  This certificate is held subject to the terms and
     conditions contained in a restricted stock agreement that
     includes a prohibition against the sale or transfer of the stock
     represented by this certificate except in compliance with that
     agreement and that provides for forfeiture upon certain events.

     6.5  REPRESENTATIONS AND WARRANTIES.  A Participant who is awarded
Restricted Stock shall represent and warrant that the Participant is
acquiring the Restricted Stock for the Participant's own account and
investment and without any intention to resell or redistribute the
Restricted Stock.  The Participant shall agree not to resell or distribute
such Restricted Stock after the Restricted Period except upon such
conditions as the Corporation may reasonably specify to ensure compliance
with federal and state securities laws.

     6.6  RIGHTS AS A SHAREHOLDER.  A Participant shall have all voting,
dividend, liquidation and other rights with respect to Restricted Stock
held of record by such Participant as if the Participant held unrestricted
Common Stock; PROVIDED, that the unvested portion of any award of
Restricted Stock shall be subject to any restrictions on transferability or
risks of forfeiture imposed pursuant to Sections 6.2 and 6.3 of the Plan.
Unless the Committee otherwise determines or unless the terms of the
restricted stock agreement or grant provide otherwise, any noncash
dividends or distributions paid with respect to shares of unvested
Restricted Stock shall be subject to the same restrictions as the shares to
which such dividends or distributions relate.





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                                 SECTION 7

                               STOCK AWARDS

     7.1  GRANT.  A Participant may be granted one or more Stock Awards
under the Plan.  Stock Awards shall be subject to such terms and
conditions, consistent with the other provisions of the Plan, as may be
determined by the Committee in its sole discretion.

     7.2  REPRESENTATIONS AND WARRANTIES.  A Participant who is awarded a
Stock Award shall represent and warrant that the Participant is acquiring
the stock for the Participant's own account and investment and without any
intention to resell or redistribute the stock.  The Participant shall agree
not to resell or distribute such stock except upon such conditions as the
Corporation may reasonably specify to ensure compliance with federal and
state securities laws.

     7.3  RIGHTS AS A SHAREHOLDER.  A Participant shall have all voting,
dividend, liquidation and other rights with respect to shares of Common
Stock issued to the Participant as a Stock Award under this Section 7 upon
the Participant becoming the holder of record of the Common Stock granted
pursuant to such Stock Award; provided, that the Committee may impose such
restrictions on the assignment or transfer of Common Stock awarded pursuant
to a Stock Award as it considers appropriate.

                                 SECTION 8

                             CHANGE IN CONTROL

     8.1  ACCELERATION OF VESTING.  If a Change in Control of the
Corporation shall occur, then, unless the Committee or the Board otherwise
determines with respect to one or more Incentive Awards, without action by
the Committee or the Board:  (a) all outstanding Stock Options shall become
immediately exercisable in full and shall remain exercisable during the
remaining term thereof, regardless of whether the Participants to whom such
Stock Options have been granted remain in the employ or service of the
Corporation or any Subsidiary; and (b) all other outstanding Incentive
Awards shall become immediately fully vested and nonforfeitable.

     8.2  CASH PAYMENT FOR STOCK OPTIONS.  If a Change in Control of the
Corporation shall occur, then the Committee, in its sole discretion, and
without the consent of any Participant affected thereby, may determine that
some or all Participants holding outstanding Stock Options shall receive,
with respect to some or all of the shares of Common Stock subject to such
Stock Options, as of the effective date of any such Change in Control of
the Corporation, cash in an amount equal to the greater of the excess of
(a) the highest sales price of the shares immediately prior to the
effective date of such Change in Control of the Corporation or (b) the

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<PAGE>
highest price per share actually paid in connection with any Change in
Control of the Corporation over the exercise price per share of such Stock
Options.

                                 SECTION 9

                            GENERAL PROVISIONS

     9.1  NO RIGHTS TO AWARDS.  No Participant or other person shall have
any claim to be granted any Incentive Award under the Plan and there is no
obligation of uniformity of treatment of Participants or holders or
beneficiaries of Incentive Awards under the Plan.  The terms and conditions
of Incentive Awards of the same type and the determination of the Committee
to grant a waiver or modification of any Incentive Award and the terms and
conditions thereof need not be the same with respect to each Participant or
even the same Participant.

     9.2  WITHHOLDING.  The Corporation or a Subsidiary shall be entitled
to:  (a) withhold and deduct from future wages of a Participant (or from
other amounts that may be due and owing to a Participant from the
Corporation or a Subsidiary), or make other arrangements for the collection
of, all legally required amounts necessary to satisfy any and all federal,
state and local withholding and employment-related tax requirements
attributable to an Incentive Award, including, without limitation, the
grant, exercise or vesting of, or payment of dividends with respect to, an
Incentive Award or a disqualifying disposition of Common Stock received
upon exercise of an incentive stock option; or (b) require a Participant
promptly to remit the amount of such withholding to the Corporation before
taking any action with respect to an Incentive Award.  Unless the Committee
determines otherwise, withholding may be satisfied by withholding Common
Stock to be received upon exercise or by delivery to the Corporation of
previously owned Common Stock.  The Corporation may establish such rules
and procedures concerning timing of any withholding election as it deems
appropriate.

     9.3  COMPLIANCE WITH LAWS; LISTING AND REGISTRATION OF SHARES.  All
Incentive Awards granted under the Plan (and all issuances of Common Stock
or other securities under the Plan) shall be subject to all applicable
laws, rules and regulations, and to the requirement that if at any time the
Committee shall determine, in its discretion, that the listing,
registration or qualification of the shares covered thereby upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as
a condition of, or in connection with, the grant of such Incentive Award or
the issue or purchase of shares thereunder, such Incentive Award may not be
exercised in whole or in part, or the restrictions on such Incentive Award
shall not lapse, unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee.
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<PAGE>
     9.4  NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS.  Nothing contained
in the Plan shall prevent the Corporation or any Subsidiary from adopting
or continuing in effect other or additional compensation arrangements,
including the grant of stock options and other stock-based awards, and such
arrangements may be either generally applicable or applicable only in
specific cases.

     9.5  NO RIGHT TO EMPLOYMENT.  The grant of an Incentive Award shall
not be construed as giving a Participant the right to be retained in the
employ of the Corporation or any Subsidiary.  The Corporation or any
Subsidiary may at any time dismiss a Participant from employment, free from
any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any written agreement with a Participant.

     9.6  SUSPENSION OF RIGHTS UNDER INCENTIVE AWARDS.  The Corporation, by
written notice to a Participant, may suspend a Participant's and any
transferee's rights under any Incentive Award for a period not to exceed 30
days while the termination for cause of that Participant's employment with
the Corporation and its Subsidiaries is under consideration.

     9.7  GOVERNING LAW.  The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Michigan and applicable federal
law.

     9.8  SEVERABILITY.  In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions of the Plan and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.

                                SECTION 10

                         TERMINATION AND AMENDMENT

          The Board may terminate the Plan at any time, or may from time to
time amend the Plan as it considers proper and in the best interests of the
Corporation, provided that no such amendment may impair any outstanding
Incentive Award without the consent of the Participant, except according to
the terms of the Plan or the Incentive Award.  No termination, amendment or
modification of the Plan shall become effective with respect to any
Incentive Award previously granted under the Plan without the prior written
consent of the Participant holding such Incentive Award unless such
amendment or modification operates solely to the benefit of the
Participant.




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<PAGE>
                                SECTION 11

                  EFFECTIVE DATE AND DURATION OF THE PLAN

          This Plan shall take effect on May 19, 1998.  Unless earlier
terminated by the Board of Directors, the Plan shall terminate on the date
10 years after that date.  No Incentive Award shall be granted under the
Plan after such termination date.









































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