EXHIBIT 10.2

                   HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
                   AMENDED AND RESTATED 2000 STOCK OPTION PLAN


                                    ARTICLE I
                            ESTABLISHMENT OF THE PLAN

         Harleysville Savings Financial  Corporation (the "Corporation")  hereby
amends and restates  this 2000 Stock Option Plan (as amended and  restated,  the
"Plan") upon the terms and conditions hereinafter stated, with the amendment and
restatement effective as of November 19, 2008.


                                   ARTICLE II
                               PURPOSE OF THE PLAN

         The purpose of this Plan is to improve the growth and  profitability of
the  Corporation  and  its  Subsidiary  Companies  by  providing  Employees  and
Non-Employee  Directors  with a proprietary  interest in the  Corporation  as an
incentive to contribute  to the success of the  Corporation  and its  Subsidiary
Companies,   and  rewarding  Employees  for  outstanding   performance  and  the
attainment of targeted goals. All Incentive Stock Options issued under this Plan
are intended to comply with the requirements of Section 422 of the Code, and the
regulations thereunder,  and all provisions hereunder shall be read, interpreted
and applied with that purpose in mind.

                                   ARTICLE III
                                   DEFINITIONS

         3.01  "Award"  means an Option  granted  pursuant  to the terms of this
Plan.

         3.02  "Bank"  means   Harleysville   Savings  Bank,  the  wholly  owned
subsidiary of the Corporation.

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

         3.04  "Change in Control"  shall mean a change in the  ownership of the
Corporation or the Bank, a change in the effective control of the Corporation or
the Bank or a change in the ownership of a substantial  portion of the assets of
the  Corporation or the Bank, in each case as provided under Section 409A of the
Code and the regulations thereunder.

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

         3.06 "Committee"  means a committee of two or more directors  appointed
by the Board pursuant to Article IV hereof, each of whom shall be a Non-Employee
Director as defined in

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Rule  16b-3(b)(3)(i) of the Exchange Act or any successor thereto and an outside
director  within the meaning of Section  162(m) of the Code and the  regulations
promulgated thereunder.

         3.07 "Common  Stock" means shares of the common  stock,  $.10 par value
per share, of the Corporation.

         3.08 "Disability"  shall mean that the holder of an Award (i) is unable
to engage  in any  substantial  gainful  activity  by  reason  of any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or can be  expected  to last for a  continuous  period of not less than 12
months, or (ii) is, by reason of any medically  determinable  physical or mental
impairment  which can be  expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health
plan covering  employees of the  Corporation or the Bank (or would have received
such benefits for at least three months if he had been  eligible to  participate
in such plan).

         3.09  "Effective  Date"  means the day upon which the Board  originally
adopted this Plan.

         3.10 "Employee"  means any person who is employed by the Corporation or
a  Subsidiary  Company,  or is an Officer  of the  Corporation  or a  Subsidiary
Company,  but not including  directors who are not also Officers of or otherwise
employed by the Corporation or a Subsidiary Company.

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

         3.12 "Fair  Market  Value"  shall be equal to the fair market value per
share of the  Corporation's  Common  Stock on the date an Award is granted.  For
purposes  hereof,  the Fair Market Value of a share of Common Stock shall be the
closing  sale price of a share of Common  Stock on the date in question  (or, if
such day is not a trading  day in the U.S.  markets,  on the  nearest  preceding
trading day), as reported with respect to the principal market (or the composite
of the  markets,  if more than one) or national  quotation  system in which such
shares are then traded,  or if no such  closing  prices are  reported,  the mean
between the high bid and low asked  prices that day on the  principal  market or
national  quotation system then in use.  Notwithstanding  the foregoing,  if the
Common Stock is not readily  tradable on an  established  securities  market for
purposes  of  Section  409A of the Code,  then the Fair  Market  Value  shall be
determined  by  means  of  a  reasonable   valuation   method  that  takes  into
consideration all available information material to the value of the Corporation
and that otherwise  satisfies the requirements  applicable under Section 409A of
the Code and the regulations thereunder.

         3.13 "Incentive  Stock Option" means any Option granted under this Plan
which the Board  intends (at the time it is granted)  to be an  incentive  stock
option within the meaning of Section 422 of the Code or any successor thereto.

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         3.14  "Non-Employee  Director"  means  a  member  of the  Board  of the
Corporation  or Board of Directors of the Bank who is not an Officer or Employee
of the Corporation or any Subsidiary Company.

         3.15  "Non-Qualified  Option" means any Option  granted under this Plan
which is not an Incentive Stock Option.

         3.16 "Officer"  means an Employee whose position in the  Corporation or
Subsidiary Company is that of a corporate officer, as determined by the Board.

         3.17 "Option" means a right granted under this Plan to purchase  Common
Stock.

         3.18 "Optionee"  means an Employee or  Non-Employee  Director or former
Employee or Non-Employee Director to whom an Option is granted under the Plan.

         3.19   "Retirement"   means  (a)  a  termination  of  employment  which
constitutes a retirement  under the qualified  retirement plan maintained by the
Corporation  or a  Subsidiary  Corporation,  or, if no such plan is  applicable,
which would constitute  retirement under the Corporation's  qualified retirement
plan, if such  individual  were a participant in that plan,  provided,  however,
that the provisions of this subsection (a) will not apply as long as an Optionee
continues  to  serve  as a  Non-Employee  Director,  and  (b)  with  respect  to
Non-Employee  Directors,  a separation from service on the Board of Directors of
the Corporation and any applicable  Subsidiary Company or any successors thereto
(including   service  as  a  director  emeritus  or  advisory  director  to  the
Corporation or any  Subsidiary  Company) after reaching age 65 and having served
as a member of the Board of Directors of the  Corporation  and/or the Bank for a
period of 5 years or more.

         3.20   "Subsidiary   Companies"   means  those   subsidiaries   of  the
Corporation,  including  the Bank,  which  meet the  definition  of  "subsidiary
corporations"  set forth in Section  424(f) of the Code, at the time of granting
of the Option in question.

                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

         4.01  Duties  of the  Committee.  The Plan  shall be  administered  and
interpreted  by the  Committee,  as  appointed  from  time to time by the  Board
pursuant to Section 4.02. The Committee shall have the authority to adopt, amend
and rescind such rules,  regulations  and procedures as, in its opinion,  may be
advisable in the  administration  of the Plan,  including,  without  limitation,
rules,  regulations  and  procedures  which  (i) deal  with  satisfaction  of an
Optionee's tax  withholding  obligation  pursuant to Section 12.02 hereof,  (ii)
include  arrangements  to facilitate the Optionee's  ability to borrow funds for
payment of the  exercise  or purchase  price of an Award,  if  applicable,  from
securities brokers and dealers, and (iii) include arrangements which provide for
the payment of some or all of such  exercise  or  purchase  price by delivery of
previously-owned  shares of Common Stock or other property and/or by withholding
some of the shares of Common Stock which are being acquired.  The interpretation
and  construction  by the  Committee of any  provisions  of the Plan,  any rule,
regulation or procedure  adopted by it

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pursuant  thereto or of any Award  shall be final and  binding in the absence of
action by the Board.

         4.02  Appointment  and Operation of the  Committee.  The members of the
Committee  shall be appointed  by, and will serve at the pleasure of, the Board.
The Board from time to time may remove  members  from,  or add  members  to, the
Committee,  provided  the  Committee  shall  continue  to consist of two or more
members of the Board, each of whom shall be a Non-Employee  Director, as defined
in  Rule  16b-3(b)(3)(i)  of  the  Exchange  Act or any  successor  thereto.  In
addition, each member of the Committee shall be an "outside director" within the
meaning of Section 162(m) of the Code and  regulations  thereunder at such times
as is  required  under  such  regulations.  The  Committee  shall act by vote or
written consent of a majority of its members.  Subject to the express provisions
and limitations of the Plan, the Committee may adopt such rules, regulations and
procedures  as it deems  appropriate  for the  conduct  of its  affairs.  It may
appoint  one of its  members to be  chairman  and any  person,  whether or not a
member, to be its secretary or agent. The Committee shall report its actions and
decisions to the Board at  appropriate  times but in no event less than one time
per calendar year.

         4.03  Revocation  for  Misconduct.  The Board or the  Committee  may by
resolution  immediately  revoke,  rescind and terminate  any Option,  or portion
thereof,  to the extent not yet exercised,  previously  granted or awarded under
this Plan to an Employee who is discharged from the employ of the Corporation or
a  Subsidiary  Company  for  cause,  which,  for  purposes  hereof,  shall  mean
termination because of the Employee's personal dishonesty, incompetence, willful
misconduct,  breach of fiduciary duty  involving  personal  profit,  intentional
failure to  perform  stated  duties,  willful  violation  of any law,  rule,  or
regulation  (other  than  traffic  violations  or  similar  offenses)  or  final
cease-and-desist  order.  Options  granted  to a  Non-Employee  Director  who is
removed for cause pursuant to the  Corporation's  Articles of Incorporation  and
Bylaws or the Bank's Charter and Bylaws shall terminate as of the effective date
of such removal.

         4.04 Limitation on Liability.  Neither the members of the Board nor any
member of the Committee shall be liable for any action or determination  made in
good faith with respect to the Plan, any rule,  regulation or procedure  adopted
by it pursuant  thereto or any Awards granted under it. If a member of the Board
or  the  Committee  is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative,  by reason of anything done or not
done by him in such capacity under or with respect to the Plan, the  Corporation
shall, subject to the requirements of applicable laws and regulations, indemnify
such member against all liabilities and expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably  believed to be in the best interests of the
Corporation  and its  Subsidiary  Companies  and,  with  respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful.

         4.05 Compliance with Laws and Regulations. All Awards granted hereunder
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.
The Corporation  shall not be required to issue or deliver any  certificates for
shares  of  Common  Stock  prior  to  the  completion  of  any

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registration  or  qualification  of or obtaining  of consents or approvals  with
respect to such shares under any federal or state law or any rule or  regulation
of any government  body,  which the Corporation  shall, in its sole  discretion,
determine to be necessary or advisable.  Moreover, no Option may be exercised if
such exercise would be contrary to applicable laws and regulations.

         4.06 Restrictions on Transfer.  The Corporation may place a legend upon
any  certificate  representing  shares  acquired  pursuant  to an Award  granted
hereunder  noting  that  the  transfer  of  such  shares  may be  restricted  by
applicable laws and regulations.

         4.07 No Deferral of  Compensation  Under Section 409A of the Code.  All
Awards  granted  under the Plan are  designed  to not  constitute  a deferral of
compensation for purposes of Section 409A of the Code. Notwithstanding any other
provision in this Plan to the contrary,  all of the terms and  conditions of any
Option  granted  under this Plan shall be designed to satisfy the  exemption for
stock  options set forth in the  regulations  issued  under  Section 409A of the
Code.  Both this Plan and the terms of all Options  granted  hereunder  shall be
interpreted in a manner that requires compliance with all of the requirements of
the  exemption  for stock  options  set forth in the  regulations  issued  under
Section  409A  of the  Code.  No  Optionee  shall  be  permitted  to  defer  the
recognition  of income  beyond the exercise  date of a  Non-Qualified  Option or
beyond the date that the Common Stock received upon the exercise of an Incentive
Stock Option is sold.


                                    ARTICLE V
                                   ELIGIBILITY

         Awards may be granted to such Employees and  Non-Employee  Directors of
the Corporation  and its Subsidiary  Companies as may be designated from time to
time by the Board or the Committee. Awards may not be granted to individuals who
are not Employees or  Non-Employee  Directors of either the  Corporation  or its
Subsidiary Companies.  Non-Employee  Directors shall be eligible to receive only
Non-Qualified Options.


                                   ARTICLE VI
                        COMMON STOCK COVERED BY THE PLAN

         6.01 Option  Shares.  The  aggregate  number of shares of Common  Stock
which may be issued pursuant to this Plan,  subject to adjustment as provided in
Article IX,  shall be 110,000.  None of such shares shall be the subject of more
than one Award at any time,  but if an  Option as to any  shares is  surrendered
before  exercise,  or expires or terminates  for any reason  without having been
exercised in full, or for any other reason ceases to be exercisable,  the number
of shares covered thereby shall again become  available for grant under the Plan
as if no Awards had been previously granted with respect to such shares.

         6.02 Source of Shares. The shares of Common Stock issued under the Plan
may be authorized but unissued  shares,  treasury shares or shares  purchased by
the  Corporation  on the open market or from  private  sources for use under the
Plan.

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                                   ARTICLE VII
                                DETERMINATION OF
                         AWARDS, NUMBER OF SHARES, ETC.

         7.01  Determination of Awards. The Board or the Committee shall, in its
discretion,  determine  from  time  to time  which  Employees  and  Non-Employee
Directors  will be granted Awards under the Plan, the number of shares of Common
Stock  subject to each Award,  whether  each Option will be an  Incentive  Stock
Option or a Non-Qualified  Stock Option and the exercise price of an Option.  In
making all such  determinations  there  shall be taken into  account the duties,
responsibilities  and  performance of each  Optionee,  his present and potential
contributions to the growth and success of the Corporation,  his salary or other
compensation  and such  other  factors  deemed  relevant  to  accomplishing  the
purposes of the Plan.

         7.02 Maximum Awards to any Person.  Notwithstanding  anything contained
in this Plan to the  contrary,  the maximum  number of shares of Common Stock to
which  Awards may be granted to any  individual  in any  calendar  year shall be
40,000.


                                  ARTICLE VIII
                                     OPTIONS

         Each  Option  granted  hereunder  shall be on the  following  terms and
conditions:

         8.01  Stock  Option  Agreement.  The proper  Officers  on behalf of the
Corporation and each Optionee shall execute a Stock Option Agreement which shall
set forth the total number of shares of Common  Stock to which it pertains,  the
exercise  price,  whether it is a  Non-Qualified  Option or an  Incentive  Stock
Option,  and such other terms,  conditions,  restrictions  and privileges as the
Board or the Committee in each instance  shall deem  appropriate,  provided they
are not  inconsistent  with the terms,  conditions  and provisions of this Plan.
Each Optionee shall receive a copy of his executed Stock Option  Agreement.  Any
Option granted with the intention that it will be an Incentive  Stock Option but
which fails to satisfy a requirement  for Incentive Stock Options shall continue
to be valid and shall be treated as a Non-Qualified Option.

         8.02 Option Exercise Price.

              (a)  Incentive  Stock  Options.  The per share  price at which the
subject Common Stock may be purchased upon exercise of an Incentive Stock Option
shall be no less than one hundred  percent  (100%) of the Fair Market Value of a
share of Common Stock at the time such Incentive Stock Option is granted, except
as provided in Section 8.09(b).

              (b)  Non-Qualified  Options.  The per  share  price at  which  the
subject  Common Stock may be purchased upon exercise of a  Non-Qualified  Option
shall be  established  by the  Committee  at the time of grant,  but in no event
shall be less than the greater of (i) the par value or (ii) one hundred  percent
(100%)  of the Fair  Market  Value of a share of  Common  Stock at the time such
Non-Qualified Option is granted.

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         8.03  Vesting and Exercise of Options.

              (a) General  Rules.  Incentive  Stock  Options  and  Non-Qualified
Options  shall  become  vested and  exercisable  at the rate,  to the extent and
subject to such  limitations  as may be specified by the Board or the Committee.
Notwithstanding the foregoing,  no vesting shall occur on or after an Employee's
employment or service as a Non-Employee  Director with the  Corporation  and all
Subsidiary  Companies  is  terminated  for any  reason  other  than  his  death,
Disability,  Retirement  or a Change in Control.  In  determining  the number of
shares  of  Common  Stock  with  respect  to which  Options  are  vested  and/or
exercisable, fractional shares will be rounded up to the nearest whole number if
the fraction is 0.5 or higher, and down if it is less.

              (b)  Accelerated  Vesting.  Unless the  Committee  or Board  shall
specifically  state  otherwise  at the time an Option is  granted,  all  Options
granted under this Plan shall become vested and  exercisable in full on the date
an Optionee  terminates  his  employment  with the  Corporation  or a Subsidiary
Company or service as a Non-Employee  Director because of his death,  Disability
or Retirement.  In addition,  all outstanding  Options shall become  immediately
vested and exercisable in full as of the effective date of a Change in Control.

         8.04  Duration of Options.

              (a) General Rule. Except as provided in Sections 8.04(b) and 8.09,
each Option or portion  thereof shall be  exercisable at any time on or after it
vests and remain  exercisable  until the earlier of (i) ten (10) years after its
date of grant or (ii) three (3) months  after the date on which the  Employee or
Non-Employee  Director ceases to be employed by or serve the Corporation and all
Subsidiary  Companies,  or  any  successor  thereto,  unless  the  Board  or the
Committee in its discretion decides at the time of grant or thereafter to extend
such period of exercise  upon  termination  of employment or service to a period
not exceeding five (5) years.

              (b)   Exceptions.   Unless  the  Board  or  the  Committee   shall
specifically  state  otherwise at the time an Option is granted,  if an Employee
terminates his  employment  with the  Corporation  or a Subsidiary  Company as a
result of Disability or Retirement  without having fully  exercised his Options,
the Employee shall have the right,  during the one (1) year period following his
termination due to Disability or Retirement, to exercise such Options.

         Unless the Board or the Committee shall specifically state otherwise at
the  time  an  Option  is  granted,  if an  Employee  or  Non-Employee  Director
terminates  his  employment  or service  with the  Corporation  or a  Subsidiary
Company  following  a Change in  Control  without  having  fully  exercised  his
Options,  the Optionee  shall have the right to exercise such Options during the
remainder  of the original ten (10) year term (or five (5) year term for Options
subject to Section 8.09(b) hereof) of the Option from the date of grant.

         If an Optionee  dies while in the employ or service of the  Corporation
or a Subsidiary Company or terminates employment or service with the Corporation
or a Subsidiary Company as a result of Disability or Retirement and dies without
having fully exercised his Options, the

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executors, administrators, legatees or distributees of his estate shall have the
right,  during the one (1) year period  following  his death,  to exercise  such
Options.

         In no event,  however,  shall any Option be  exercisable  more than ten
(10) years (or five (5) years for  Options  subject to Section  8.09(b)  hereof)
from the date it was granted.

         8.05 Nonassignability. Options shall not be transferable by an Optionee
except by will or the laws of descent or distribution,  and during an Optionee's
lifetime shall be exercisable  only by such Optionee or the Optionee's  guardian
or legal representative.  Notwithstanding the foregoing,  or any other provision
of this Plan,  an Optionee who holds  Non-Qualified  Options may  transfer  such
Options to his or her spouse,  lineal ascendants,  lineal  descendants,  or to a
duly  established  trust for the  benefit  of one or more of these  individuals.
Options so transferred  may  thereafter be transferred  only to the Optionee who
originally  received the grant or to an individual or trust to whom the Optionee
could have  initially  transferred  the Option  pursuant to this  Section  8.05.
Options which are transferred pursuant to this Section 8.05 shall be exercisable
by the  transferee  according to the same terms and conditions as applied to the
Optionee.

         8.06 Manner of  Exercise.  Options may be exercised in part or in whole
and at one time or from time to time.  The  procedures for exercise shall be set
forth in the written Stock Option Agreement provided for in Section 8.01 above.

         8.07  Payment for  Shares.  Payment in full of the  purchase  price for
shares of Common Stock purchased pursuant to the exercise of any Option shall be
made to the Corporation  upon exercise of the Option.  All shares sold under the
Plan shall be fully paid and  nonassessable.  Payment  for shares may be made by
the  Optionee (i) in cash or by check,  (ii) by delivery of a properly  executed
exercise notice,  together with  irrevocable  instructions to a broker to sell a
sufficient  number of shares and then to properly deliver to the Corporation the
amount of sale  proceeds  to pay the  exercise  price,  all in  accordance  with
applicable  laws and  regulations,  (iii) at the  discretion of the Board or the
Committee,  by  delivering  shares of Common Stock  (including  shares  acquired
pursuant  to the  exercise  of an  Option)  equal  in Fair  Market  Value to the
purchase price of the shares to be acquired pursuant to the Option,  (iv) at the
discretion of the Board or the Committee,  by withholding  some of the shares of
Common Stock which are being  purchased  upon exercise of an Option,  or (v) any
combination of the foregoing. With respect to subclause (iii) hereof, the shares
of Common Stock  delivered  to pay the purchase  price must have either been (x)
purchased  in open  market  transactions  or (y)  issued by the  Corporation  or
pursuant  to a plan  thereof,  in each case more  than six  months  prior to the
exercise date of the Option.

         8.08 Voting and Dividend  Rights.  No Optionee shall have any voting or
dividend  rights or other  rights of a  stockholder  in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded on
the  Corporation's  stockholder  ledger as the  holder of record of such  shares
acquired pursuant to an exercise of an Option.

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         8.09  Additional  Terms  Applicable  to Incentive  Stock  Options.  All
Options  issued under the Plan as Incentive  Stock  Options will be subject,  in
addition  to the  terms  detailed  in  Sections  8.01 to 8.08  above,  to  those
contained in this Section 8.09.

              (a) Amount  Limitation.  Notwithstanding  any contrary  provisions
contained  elsewhere  in this Plan and as long as required by Section 422 of the
Code,  the aggregate  Fair Market Value,  determined as of the time an Incentive
Stock Option is granted,  of the Common  Stock with  respect to which  Incentive
Stock  Options are  exercisable  for the first time by the  Optionee  during any
calendar year under this Plan,  and stock options that satisfy the  requirements
of Section 422 of the Code under any other stock option plan or plans maintained
by the  Corporation  (or any  parent or  Subsidiary  Company),  shall not exceed
$100,000.

              (b)  Limitation  on Ten Percent  Stockholders.  The price at which
shares of Common Stock may be  purchased  upon  exercise of an  Incentive  Stock
Option granted to an individual  who, at the time such Incentive Stock Option is
granted, owns, directly or indirectly,  more than ten percent (10%) of the total
combined  voting  power of all classes of stock  issued to  stockholders  of the
Corporation or any Subsidiary Company, shall be no less than one hundred and ten
percent  (110%) of the Fair Market  Value of a share of the Common  Stock of the
Corporation at the time of grant,  and such Incentive  Stock Option shall by its
terms not be exercisable  after the earlier of the date determined under Section
8.04 or the  expiration  of five (5) years  from the date such  Incentive  Stock
Option is granted.

              (c) Notice of Disposition;  Withholding; Escrow. An Optionee shall
immediately notify the Corporation in writing of any sale, transfer,  assignment
or other disposition (or action constituting a disqualifying  disposition within
the meaning of Section 421 of the Code) of any shares of Common  Stock  acquired
through  exercise of an Incentive  Stock Option,  within two (2) years after the
grant  of such  Incentive  Stock  Option  or  within  one  (1)  year  after  the
acquisition  of such shares,  setting forth the date and manner of  disposition,
the  number  of  shares  disposed  of and the price at which  such  shares  were
disposed of. The Corporation shall be entitled to withhold from any compensation
or other  payments then or thereafter due to the Optionee such amounts as may be
necessary  to satisfy any  withholding  requirements  of federal or state law or
regulation  and,  further,  to collect from the Optionee any additional  amounts
which may be required for such purpose.  The Committee  may, in its  discretion,
require  shares of Common  Stock  acquired  by an Optionee  upon  exercise of an
Incentive  Stock Option to be held in an escrow  arrangement  for the purpose of
enabling compliance with the provisions of this Section 8.09(c).


                                   ARTICLE IX
                         ADJUSTMENTS FOR CAPITAL CHANGES

         9.01  General  Adjustments.  The  aggregate  number of shares of Common
Stock  available for issuance under this Plan, the number of shares to which any
outstanding  Award relates,  the maximum number of shares that can be covered by
Awards  granted to a person in any calendar  year,  and the  exercise  price per
share of Common  Stock under any  outstanding  Option  shall be  proportionately
adjusted for any increase or decrease in the total number of outstanding

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shares of Common  Stock issued  subsequent  to the  Effective  Date of this Plan
resulting  from a split,  subdivision  or  consolidation  of shares or any other
capital  adjustment,  the  payment of a stock  dividend,  or other  increase  or
decrease in such shares effected  without receipt or payment of consideration by
the Corporation.

         9.02 Adjustments for Mergers and Other Corporate Transactions. If, upon
a merger, consolidation,  reorganization,  liquidation,  recapitalization or the
like of the Corporation,  the shares of the Corporation's  Common Stock shall be
exchanged for other  securities of the  Corporation  or of another  corporation,
each Award shall be converted, subject to the conditions herein stated, into the
right to purchase or acquire  such number of shares of Common Stock or amount of
other  securities  of  the  Corporation  or  such  other   corporation  as  were
exchangeable  for the number of shares of Common Stock of the Corporation  which
such  Optionees  would have been entitled to purchase or acquire except for such
action,  and  appropriate  adjustments  shall be made to the per share  exercise
price of outstanding Options, provided that in each case the number of shares or
other  securities  subject to the  substituted  or assumed  stock option and the
exercise  price  thereof  shall be  determined  in a manner that  satisfies  the
requirements of Treasury Regulation  ss.1.424-1 and the regulations issued under
Section 409A of the Code so that the substituted or assumed option is not deemed
to be a modification of the outstanding  Options.  Notwithstanding any provision
to the  contrary  herein,  the  term of any  Option  granted  hereunder  and the
property  which the Optionee  shall  receive  upon the  exercise or  termination
thereof  shall be subject to and be governed  by the  provisions  regarding  the
treatment of any such Options set forth in a definitive  agreement  with respect
to any of the aforementioned transactions entered into by the Corporation to the
extent any such Option remains  outstanding and unexercised upon consummation of
the transactions contemplated by such definitive agreement.


                                    ARTICLE X
                      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, by  resolution,  at any time terminate or amend the Plan
with  respect to any  shares of Common  Stock as to which  Awards  have not been
granted,  subject  to any  required  stockholder  approval  or  any  stockholder
approval  which the Board may deem to be advisable  for any reason,  such as for
the purpose of obtaining or retaining any statutory or regulatory benefits under
tax,  securities  or other laws or  satisfying  any  applicable  stock  exchange
listing requirements. The Board may not, without the consent of the holder of an
Award,  alter or impair any Award previously  granted or awarded under this Plan
except as specifically authorized herein. Notwithstanding any other provision of
the Plan to the contrary, in the event that the Board determines, after a review
of  Section  409A  of the  Code  and all  applicable  Internal  Revenue  Service
guidance,  that the Plan or any  provision  thereof  or any Award is  subject to
Section  409A  of the  Code,  the  Board  may  amend  the  Plan  or  the  Award,
retroactively  if necessary,  to make any changes required for it to comply with
Section 409A of the Code.

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<PAGE>


                                   ARTICLE XI
                          EMPLOYMENT AND SERVICE RIGHTS

         Neither the Plan nor the grant of any Awards  hereunder  nor any action
taken by the Committee or the Board in connection with the Plan shall create any
right on the part of any Employee or  Non-Employee  Director to continue in such
capacity.

                                   ARTICLE XII
                                   WITHHOLDING

         12.01 Tax  Withholding.  The  Corporation  may  withhold  from any cash
payment  made  under  this  Plan  sufficient  amounts  to cover  any  applicable
withholding  and  employment  taxes,  and if the amount of such cash  payment is
insufficient, the Corporation may require the Optionee to pay to the Corporation
the amount  required  to be withheld as a  condition  to  delivering  the shares
acquired  pursuant to an Award.  The  Corporation  also may  withhold or collect
amounts with respect to a  disqualifying  disposition  of shares of Common Stock
acquired  pursuant to  exercise of an  Incentive  Stock  Option,  as provided in
Section 8.09(c).

         12.02  Methods  of Tax  Withholding.  The  Board  or the  Committee  is
authorized  to adopt rules,  regulations  or  procedures  which  provide for the
satisfaction  of an Optionee's  tax  withholding  obligation by the retention of
shares of  Common  Stock to which  the  Employee  would  otherwise  be  entitled
pursuant  to an Award  and/or by the  Optionee's  delivery  of  previously-owned
shares of Common Stock or other property.


                                  ARTICLE XIII
                        EFFECTIVE DATE OF THE PLAN; TERM

         13.01 Effective Date of the Plan.  This Plan as originally  adopted was
effective as of the Effective Date, and Awards may be granted hereunder no later
than the termination of the Plan. The  stockholders of the Corporation  approved
this Plan as  originally  adopted at a meeting held on January 24, 2001 pursuant
to Article XIV hereof.  The amendment and  restatement  of this Plan was adopted
effective as of the date set forth in Article I above.

         13.02  Term of the Plan.  Unless  sooner  terminated,  this Plan  shall
remain in effect for a period of ten (10) years ending on the tenth  anniversary
of the  Effective  Date.  Termination  of the Plan  shall not  affect any Awards
previously  granted and such Awards  shall remain valid and in effect until they
have been fully exercised or earned, are surrendered or by their terms expire or
are forfeited.


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<PAGE>


                                   ARTICLE XIV
                              STOCKHOLDER APPROVAL

         The  stockholders of the  Corporation  approved this Plan as originally
adopted at a meeting of  stockholders  of the  Corporation  held on January  24,
2001, which was within twelve (12) months following the Effective Date, in order
to  meet  the  requirements  of (i)  Section  422 of the  Code  and  regulations
thereunder,  (ii) Section  162(m) of the Code and  regulations  thereunder,  and
(iii) the National Association of Securities Dealers,  Inc. for quotation of the
Common Stock on the Nasdaq Stock Market.


                                   ARTICLE XV
                                  MISCELLANEOUS

         15.01  Governing  Law. To the extent not governed by federal law,  this
Plan shall be construed under the laws of the Commonwealth of Pennsylvania.

         15.02  Pronouns.  Wherever  appropriate,  the  masculine  pronoun shall
include the feminine pronoun, and the singular shall include the plural.




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