Exhibit 10.2


                               VICTORY STATE BANK
                        2000 INCENTIVE STOCK OPTION PLAN


1.   PURPOSE
     -------

      The purpose of the Victory State Bank (the "Bank") 2000 Incentive Stock
Option Plan (the "Plan") is to advance the interests of the Bank and its
shareholders by providing those key employees of the Bank and its affiliates,
upon whose judgment, initiative and efforts the successful conduct of the
business of the Bank and its affiliates largely depends, with additional
incentive to perform in a superior manner. A purpose of the Plan is also to
attract people of experience and ability to the service of the Bank and its
affiliates.

2.   DEFINITIONS
     -----------

     (a)  "Affiliate" means (i) a member of a controlled group of corporations
of which the Bank is a member or (ii) an unincorporated trade or business which
is under common control with the Bank as determined in accordance with Section
414(c) of the Internal Revenue Code of 1986, as amended, (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).

     (b)  "Award" means a grant of Incentive Stock Options under the provisions
of this Plan.

     (c)  "Board of Directors" or "Board" means the board of directors of the
Bank.

     (d)  "Change in Control" of the Bank, for purposes of this Plan, means an
event of a nature that: (i) would be required to be reported in response to Item
1 of the current report on Form F-3, as in effect on the date hereof, pursuant
to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"); or
(ii) results in a Change in Control of the Bank within the meaning of the Change
in Bank Control Act and the rules and regulations promulgated by the Federal
Deposit Insurance Corporation (the "FDIC") at 12 C.F.R. ss.303, as in effect on
the date hereof; or (iii) results in a transaction requiring prior approval of
the Federal Reserve Board ("FRB"), under the Bank Holding Company Act of 1956
and the regulations promulgated thereunder by the FRB at 12 C.F.R. ss.225.11, as
in effect on the date hereof or (iv) without limitation, such a Change in
Control shall be deemed to have occurred at such time as (A) any "person" (as
the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Bank representing 20% or more of
the Bank's outstanding securities or (B) 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 a
majority of the directors comprising the Incumbent Board, or whose nomination
for election by the Bank's stockholders was approved by the Incumbent Board,
shall be, for purposes of this clause (B), considered as though he or she were a
member of the Incumbent Board; or (C) a plan of reorganization, merger,
consolidation, sale of all or substantially all the assets of the Bank or
similar transaction occurs in which the Bank is not the resulting entity; or (D)
a proxy statement shall be distributed soliciting proxies from shareholders of
the Bank, by someone other than the current management of the Bank, seeking
stockholder approval of a plan of reorganization, merger or consolidation of 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 or
transaction are exchanged for or converted into cash or property or securities
not issued by the Bank; or (E) a tender offer is made for 20% or more of the
voting securities of the Bank.

     (e)  "Committee" means a committee consisting of those members of the
Incentive Stock Option Committee of the Bank who are non-employee members of the
Board of Directors, all of whom are "disinterested directors" as such term is
defined under Rules 16b-3 under the Exchange Act, as promulgated by the
Securities and Exchange Commission.

     (f)  "Common Stock" means the Common Stock of the Bank, par value, $5.00
per share.


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     (g)  "Date of Grant" means the date an Award granted by the Committee is
effective pursuant to the terms hereof.

     (h)  "Disability" means disability as defined in the Bank's long term
disability plan, or if not so defined, disability shall mean the permanent and
total inability by reason of mental or physical infirmity, or both, of an
employee to perform the work customarily assigned to him or her. 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.

     (i)  "Fair Market Value" means, when used in connection with the Common
Stock on a certain date: (i) if the bid and asked price of the Common Stock is
reported by the National Association of Securities Dealers Automated Quotation
System (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, or (ii) if the bid and asked price of the Common Stock is not
so reported, but the Common Stock is traded in the over-the-counter market, the
mean of the highest bid price and the lowest asked price for the Common Stock on
the date of grant as reported by the National Quotation Bureau, Inc. or any
successor organization, or (iii) if a realistic and fair market value of such
shares is not readily determinable, an estimation of the fair market value made
by taking into consideration the market value of the shares of comparable
financial institutions and the trend of the Bank's earnings.

     (j)  "Incentive Stock Option" means an Option granted by the Committee to a
Participant.

     (k)  "Non-Statutory Stock Option" means an Option granted by the Committee
to a Participant and which is not deemed to be an Incentive Stock Option.

     (l)  "Option" means Award granted under Section 6.

     (m)  "Participant" means an employee of the Bank or its Affiliates chosen
by the Committee to participate in the Plan.

     (n)  "Plan Year(s)" means a calendar year or years commencing on or after
January 1, 2000.

     (o)  "Retirement" means termination of employment, which constitutes
retirement under any tax qualified plan maintained by the Bank.

     (p)  "Termination for Cause" means the termination upon an intentional
failure to perform stated duties, personal dishonesty which results in loss to
the Bank or one of its Affiliates or willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or final
cease-and-desist order which results in substantial loss to the Bank or one of
its Affiliates.

3.   ADMINISTRATION
     --------------

     The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to establish and amend 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 in the
Plan and on their legal representatives and beneficiaries.

4.   STOCK SUBJECT TO THE PLAN
     -------------------------

     Subject to adjustment as provided in Section 10, the maximum number of
shares reserved for purchase pursuant to the exercise of options granted under
the Plan is 21,000 shares of Common Stock of the Bank, par value $5.00 per
share.


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5.   ELIGIBILITY
     -----------

     Key officers and other key employees of the Bank or its Affiliates, as
determined by the Committee, shall be eligible to receive Incentive Stock
Options under the Plan. Directors who are not both employees and officers of the
Bank or its Affiliates shall not be eligible to receive Awards under the Plan.

6.   INCENTIVE STOCK OPTIONS
     -----------------------

     Grant of Options
     ----------------

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

     (a)  Price. The purchase price per share of Common Stock deliverable upon
the exercise of each incentive Stock Option shall be not less than 100% of the
Fair Market Value of the Bank's Common Stock on the Date of Grant. However, if a
Participant owns stock possessing more than 10% of the total combined voting
power of all classes of Common Stock of the Bank, the purchase 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 Bank's Common Stock
on the Date of Grant. Shares may be purchased only upon payment of the full
purchase price in cash.

     (b)  Amounts of Options. Incentive Stock Options may be granted to any
eligible employee in such amounts as determined by the Committee. 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 $100,000.00. The provisions of this
Section 6(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 under this Section 6 exceeds this $100,000.00 limit, the portion of the
award in excess of such limit shall be deemed a Non-statutory Stock Option.

     (c)  Terms of 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
an employee, the employee owns Common Stock representing more than 10% of the
total combined voting power of the Bank (or, under Section 425(d) of the Code,
is deemed to own Common Stock representing more than 10% of the total combined
voting power of all such classes of Common Stock, by reason of the ownership of
such classes of Common Stock, directly or indirectly, by or for any brother,
sister, spouse, ancestor or lineal descendant of such employee, or by or for any
corporation, partnership, estate or trust of which such employee is a
shareholder, partner or beneficiary), the Incentive Stock Option granted to such
employee 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 employee to whom it is granted.

     The Committee, in its discretion, may in issuing such options, include the
following conditions in addition to those conditions otherwise set forth in this
Plan: (i) A limitation upon the times during a year when options may be
exercised; (ii) A limitation upon the portion of an optionee's options which may
be exercised in any one year; and (iii) an age limitation upon the persons who
may be granted options. The Committee shall determine the date on which each
Incentive Stock Option shall become exercisable and may provide that an
Incentive Stock Option shall become exercisable in installments. The shares
comprising each installment may be purchased in whole or in part at any time
after such installment becomes purchasable, provided that the amount able to be
first exercised in a given year is consistent with the terms of Section 422 of
the Code. 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
that it is consistent with the terms of Section 422 of the Code. Notwithstanding
the above, in the event of a Change in Control of the Bank, all Incentive Stock
Options shall become immediately exercisable.

     (d)  Termination of Employment. Upon the termination of a Participant's
service for any reason other than Disability, Retirement, Change in Control,
death or Termination for Cause, the Participant's Incentive Stock Options shall
be exercisable only as to those shares which were immediately purchasable by the
Participant at the date of termination and only for a period of three months

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following termination. In the event of Termination for Cause all rights under
the Participant's Incentive Stock Options shall expire upon termination.

     In the event of death or Disability of any employee, all Incentive Stock
Options held by such Participant, whether or not exercisable at such time, shall
be exercisable by the Participant or the Participant's legal representatives or
beneficiaries for one year following the date of the Participant's death or
cessation of employment due to Disability. Upon termination of the Participant's
service due to Retirement, or a Change in Control, all Incentive Stock Options
held by such Participant, whether or not exercisable at such time, shall be
exercisable for a period of one year following the date of Participant's
cessation of employment, provided, however, that such option shall not be
eligible for treatment as an Incentive Stock Option in the event such option is
exercised more than three months following the date of the Participant's
Retirement. In no event shall the exercise period extend beyond the expiration
of the Incentive Stock Option term.

     (e)  Sale/Disposition of Option Shares/ Holding Period. No sale or other
disposition of shares purchased pursuant to an option shall be permissible
before one year after such purchase or transfer, or two years from the date of
the grant, whichever is later (the "Holding Period"). Said Holding Period is
intended to comply with the provisions of Sections 421 and 422 of the Code, and
is subject to amendment in the event that said Code sections or any related Code
section(s) shall be amended.

     (f)  Compliance with Code. The options granted under the Plan are intended
to qualify as incentive stock options within the meaning of Section 422 of the
Code, but the Bank makes no warranty as to the qualifications of any option as
an incentive stock option within the meaning of Section 422 of the Code.

7.   SURRENDER OPTION
     ----------------

     In the event of a Participant's termination of employment as a result of
death, Disability or Retirement, the Participant (or the Participant's personal
representative(s), heir(s), or devisee(s)) may, in a form acceptable to the
Committee, make application to surrender all or part of options held by such
Participant in exchange for a cash payment from the Bank of an amount equal to
the difference between the Fair Market Value of the Common Stock on the date of
termination of employment and the exercise price per share of the option on the
Date of Grant. Whether the Committee accepts such application or the Bank
determines to make payment, in whole or part, is within the absolute and sole
discretion of the Committee and the Bank, it being expressly understood that the
Committee and the Bank are under no obligation to any Participant whatsoever to
make such payments. In the event that the Committee accepts such application and
the Bank determines to make payment, such payment shall be in lieu of the
exercise of the underlying option and such option shall cease to be exercisable.

8.   RIGHTS OF A SHAREHOLDER: NON-TRANSFERABILITY
     --------------------------------------------

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

     No Award under the Plan shall be transferable by the optionee other than by
will or the laws of descent and distribution and may only be exercised during
his lifetime by the optionee, or by a guardian or legal representative.

9.   AGREEMENT WITH GRANTEES
     -----------------------

     Each Award will be evidenced by a written agreement, substantially in the
form annexed hereto, executed by the Participant and the Bank or its Affiliates
which describes the conditions for receiving the Awards including the date of
Award, the number of shares that may be acquired through its exercise, the
purchase price per share, applicable periods and any other terms and conditions
as may be required by the Board of Directors or applicable securities law.


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10.  MANNER OF EXERCISE
     ------------------

     Each exercise of an option shall be by notice in writing to the Chief
Executive Officer of the Bank (except in the case of an exercise by the Chief
Executive Officer, said notice shall be made to the Chairman), accompanied by
payment in full of the option price of the shares then being purchased. Such
option price shall be payable in US Dollars upon the exercise of the option by
cash, certified check, Bank draft or money order payable to the order of the
Bank.

11.  DILUTION AND OTHER ADJUSTMENTS
     ------------------------------

     In the event of any change in the outstanding shares of Common Stock of the
Bank by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other share combination, or other similar corporate change, or other increase or
decrease in such shares without receipt or payment of consideration by the Bank,
the Committee will make adjustments (provided those adjustments are approved by
the Superintendent of Banks) 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
          which may be awarded under the Plan;

     (b)  adjustments in the number of shares which may be optioned to any
          single individual;

     (c)  adjustments in the aggregate number or kind of shares of Common Stock
          covered by Awards already made under the Plan; and

     (d)  adjustments in the purchase price of outstanding Incentive Stock
          Options.

     No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award.

12.  TAX WITHHOLDING
     ---------------

     There shall be deducted from each distribution of cash and/or Common Stock
under the Plan the amount required by any governmental authority to be withheld
for income and withholding tax purposes.

13.  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, subject to any required approval by the
Superintendent of Banks of the State of New York, provided however, the Board of
Directors shall not without the affirmative vote of the holders of a majority of
the outstanding Common Stock of the Bank (i) increase the maximum number of
shares for which options may be granted under the Plan, except as provided in
Section 11; (ii) reduce the minimum option price; (iii) extend the term of the
Plan or the period during which options may be granted or exercised; (iv) amend
the requirements as to the class of employees or persons eligible to receive
options; or (v) change the number of shares which may be optioned to any one
individual. No termination or amendment of the Plan may, without the consent of
the individual to whom any option shall theretofore have been granted, adversely
affect the rights of such individual under such option.

     Failure to ratify or approve amendments or modifications to subsections (i)
through (v) of this Section by shareholders shall be effective only as to the
specific amendment or modification requiring such ratification. Other
provisions, sections, and subsections of this Plan will remain in full force and
effect.

     No such termination, modification or amendment may affect the rights of a
Participant under an outstanding Award.

14.  EFFECTIVE DATE OF PLAN
     ----------------------

     The Plan shall become effective upon the later to occur of:


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     (a)  approval by the holders of a majority of the outstanding shares of
          Common Stock of the Bank; and

     (b)  final approval of the Plan by the Superintendent of Banks of the State
          of New York.

15.  TERMINATION OF THE PLAN
     -----------------------

     The right to grant Awards under the Plan will terminate on January 11,
2010. 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 or her rights under a previously granted
Award.

16.  APPLICABLE LAW
     --------------

     The Plan will be administered in accordance with the laws of the State of
New York. The Plan, and the grant and exercise of Options hereunder, and the
Bank's obligation to sell and deliver Common Stock under such Options, shall be
subject to the provisions of Section 140-a of the Banking Law of the State of
New York and the regulations of the New York State Banking Board and to such
approvals by any other regulatory or governmental agency as may be required.

17.  COMPLIANCE WITH SECTION 16
     --------------------------

     If this Plan is qualified under 17 C.F.R. ss.240.16b-3 of the Exchange Act
Rules, with respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act.
<PAGE>
              FORM OF NOTICE OF GRANT OF STOCK OPTION AND AGREEMENT
                         PURSUANT TO VICTORY STATE BANK
                        2000 INCENTIVE STOCK OPTION PLAN

                                                       Date:____________________

Dear Participant:

            1. At the direction of the Board of Directors of Victory State Bank,
you are hereby notified that the Board has granted to you an option, pursuant to
the Victory State Bank 2000 Incentive Stock Option Plan, adopted by the Board of
Directors of Victory State Bank on January 11, 2000 and ratified and approved by
the Stockholders of Victory State Bank on April 25, 2000.

            2. The option granted to you is to purchase ______. Shares of the
$5.00 par value Common Stock of Victory State Bank at the price of
$____________ per share. The date of the grant of this option is ___________.

            3. Your option may not be exercised prior to the following dates:
1/5th of the shares granted to you under the option may be purchased on or after
the first anniversary of the grant, which is _____________, and 1/5th of the
shares granted to you pursuant to the option may be purchased on or after each
of the next four anniversaries of the grant, i.e., __________, ______________,
____________, and ____________. The shares comprising each installment may be
purchased in whole or in part at any time after such installment becomes
purchasable, provided that the amount able to be first exercised in a given year
is consistent with the terms of Section 422 of the IRS Code. The total option
must be exercised by no later than ten years from the date of the grant of the
option, or within five years from the date of the grant of the option if you
possess more than 10% of the total combined voting power of all classes of stock
of the Bank, or are deemed to own more than 10% pursuant to Section 425(d) of
the IRS Code.

4.   In order to exercise the option, you must give notice in writing to the
     Bank accompanied by payment in full of the option price in U.S. dollars, by
     cash, certified check, bank draft, or money order payable to the Bank. You
     must give notice on the form attached.

            5. Your stock option is in all respects limited and conditioned as
provided in Section 3 of this Notice and as provided in the Victory State Bank
2000 Incentive Stock Option Plan which is incorporated herein by reference,
including the required Holding Period as defined in Paragraph 6(e) of the Plan.

            At the time or times when you wish to exercise this option, in whole
or in part, please refer to this letter and to the provisions of the Victory
State Bank 2000 Incentive Stock Option Plan dealing with the methods and
formalities of exercise of your option.

            Enclosed for your information is a copy of the Victory State Bank
2000 Incentive Stock Option Plan governing the option granted to you.

                                               Very truly yours,



                                               President/Chief Executive Officer

ACCEPTED AND AGREED TO:

_________________________________
                    , Participant