EXHIBIT 10.1

                        CITIZENS COMMUNITY BANCORP, INC.

                        1996 INCENTIVE STOCK OPTION PLAN


1. PURPOSE.  The purpose of the Citizens  Community  Bancorp,  Inc. ("CCB") 1996
Incentive  Stock Option Plan (the "Plan") is to advance the interests of CCB and
its  shareholders  by providing  key employees of CCB and its  affiliates,  upon
whose judgment, initiative and efforts the successful conduct of the business of
CCB and its affiliates largely depends,  with an additional incentive to perform
in a superior manner, as well as, to attract people of experience and ability.

2.       DEFINITIONS.

         (a)      "Board of Directors" means the Board of Directors of CCB.

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

         (c) "Award" means an Award of  Non-Statutory  Stock Options,  Incentive
Stock Options, and/or Limited Rights granted under the provisions of the Plan.

         (d)  "Committee"  means  the  Compensation  Committee  of the  Board of
Directors.

         (e) "Plan Year or Years" means a calendar  year or years  commencing on
or after January 1, 1996.

         (f) "Date of Grant"  means the actual date on which an Award is granted
by the Committee.

         (g) "Common  Stock" means the Common Stock of CCB, par value,  $.01 per
share.

         (h) "Fair Market Value" means,  when used in connection with the Common
Stock on a certain  date,  the  reported  closing  price of the Common  Stock as
reported by the National  Association of Securities Dealers Automated  Quotation
System (as published by the Wall Street Journal,  if published) on the day prior
to 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.  If the Common Stock
is not traded on a national  market  reported  by the  National  Association  of
Securities  Dealers Automated  Quotation System, the Fair Market Value means the
average of the  closing  bid and ask sale  prices on the last  previous  date on
which a sale is reported in an over-the-counter  transaction.  In the absence of
any over-the-counter transactions, the Fair Market Value means the highest price
at which the stock has sold in an arms  length  transaction  during  the 90 days

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immediately  following  the  grant  date.  In  the  absence  of an  arms  length
transaction  during such 90 days,  Fair Market Value means the book value of the
common stock or the issue price of $9.00 per share, which ever is higher.

         (i) "Limited  Right" means the right to receive an amount of cash based
upon the terms set forth in Section 9.

         (j)  "Disability"  means 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. 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.

         (k)  "Termination  for Cause" means the termination upon an intentional
failure to perform stated duties,  breach of a fiduciary duty involving personal
dishonesty,  which results in material  loss to CCB 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 issued to CCB or one of its
affiliates.

         (l) "Participant"  means an employee of CCB or its affiliates chosen by
the Committee to participate in the Plan.

         (m) "Change in Control" of CCB means a change in control  that would be
required to be reported in response to Item 6(e) of Schedule  14A of  Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange
Act") or any successor disclosure item; provided that, without limitation,  such
a Change in Control (as set forth in 12 U.S.C.  Section  1841[a][2]  of the Bank
Holding Company Act of 1956, as amended) shall be deemed to have occurred if any
person (as such term is used in Sections  13[d] and 14[d] of the Exchange Act in
effect on the date first written  above),  other than any person who on the date
hereof is a director or officer of CCB or the Bank,  (i) directly or indirectly,
or acting through one or more other persons, owns, controls or has power to vote
25% or more of any class of the then outstanding voting securities of CCB or the
Bank;  or (ii)  controls in any manner the election of the directors of CCB. For
purposes of this  Agreement,  a "Change in Control"  shall be deemed not to have
occurred in connection with a  reorganization,  consolidation,  or merger of the
Company  where  the  stockholders  of  the  Company,   immediately   before  the
consummation  of the  transaction,  will own at least 50% of the total  combined
voting power of all classes of stock  entitled to vote of the  surviving  entity
immediately after the transaction.

         (n)  "Normal  Retirement"  means  retirement  at the  normal  or  early
retirement date as set forth in any tax qualified plan of the Bank.

3. ADMINISTRATION.  The Plan shall be administered by the Compensation Committee
of  the  Board  of  Directors.  The  Committee  is  authorized,  subject  to the
provisions  of the Plan,  to establish  such rules and  regulations  as it deems
necessary  for the  proper  administration  of the  Plan  and to  make  whatever
determinations  and  interpretations  in  connection  with  the Plan it deems as
necessary or  advisable.  All  determinations  and  interpretations  made by the

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Committee shall be binding and conclusive on all Participants in the Plan and on
their legal representatives and beneficiaries.

4.  TYPES OF  AWARDS.  Awards  under  the Plan  may be  granted  in any one or a
combination of:
         (a)  Incentive Stock Options;
         (b)  Non-Statutory Stock Options; and
         (c)  Limited Rights
as defined below in paragraphs 7-9 of the Plan.

5. STOCK  SUBJECT TO THE PLAN.  Subject to adjustment as provided in Section 13,
the maximum  number of shares  reserved for  issuance  under the Plan is 275,000
shares of Common  Stock of CCB,  par value  $.01 per share.  To the extent  that
options or rights granted under the Plan are exercised,  the shares covered will
be  unavailable  for future  grants  under the Plan;  to the extent that options
together with any related rights granted under the Plan terminate, expire or are
cancelled  without  having  been  exercised  or, in the case of  Limited  Rights
exercised for cash, new Awards may be made with respect to these shares.

6.  ELIGIBILITY.  Officers and other employees of CCB or its affiliates shall be
eligible to receive Incentive Stock Options,  Non-Statutory Stock Options and/or
Limited  Rights under the Plan.  Directors  who are not employees or officers of
CCB or its affiliates shall not be eligible to receive Awards under the Plan.

7.       NON-STATUTORY STOCK OPTIONS.

7.1      Grant of Non-Statutory Stock Options.
The  Committee  may,  from time to time,  grant  Non-Statutory  Stock Options to
eligible  employees.  Non-Statutory  Stock  Options  granted under this Plan are
subject to the following terms and conditions:

         (a)  Price.
         The  purchase  price  per share of Common  Stock  deliverable  upon the
         exercise of each Non-Statutory Stock Option shall not be less than 100%
         of the Fair Market  Value of CCB's  Common Stock on the date the option
         is  granted.  Shares  may be  purchased  only upon full  payment of the
         purchase price.  Payment of the purchase price may be made, in whole or
         in part,  through the surrender of shares of the Common Stock of CCB at
         the Fair Market Value of such shares determined in the manner described
         in Section 2(h).

         (b)  Terms of Options.
         The term during which each Non-Statutory  Stock Option may be exercised
         shall  be  determined  by  the  Committee,  but  in no  event  shall  a
         Non-Statutory Stock Option be exercisable in whole or in part more than
         10 years and one day from the Date of Grant.

The Committee shall determine the date on which each Non-Statutory  Stock Option
shall become exercisable in installments. The shares comprising each installment

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may be purchased in whole or in part at any time after such installment  becomes
purchasable.  The Committee may, in its sole discretion,  accelerate the time at
which any  Non-Statutory  Stock  Option  may be  exercised  in whole or in part.
Notwithstanding  the  above,  in the event of a Change in  Control  of CCB,  all
Non-Statutory Stock Options shall become immediately exercisable.

         (c)  Termination of Employment.
         Upon the termination of an employee's service for any reason other than
         Disability,  Normal  Retirement,  death or Termination  for Cause,  his
         Non-Statutory  Stock  Options  shall  be  exercisable  only as to those
         shares  which  were  immediately  purchasable  by him at  the  date  of
         termination   and  only  for  a  period  of  three   months   following
         termination.  In the event of Termination  for Cause,  all rights under
         his Non-Statutory  Stock Options shall expire upon termination.  In the
         event of the death,  Disability  or Normal  Retirement of any employee,
         all  Non-Statutory  Stock Options held by the employee,  whether or not
         exercisable  at such time,  shall be exercisable by the employee or his
         legal  representatives  or beneficiaries  for three years following the
         date of his death,  Normal Retirement or cessation of employment due to
         Disability,  provided  that in no event shall the period  extend beyond
         the expiration of the Non-Statutory Stock Option term.

8.       INCENTIVE STOCK OPTIONS.

8.1      Grant of Incentive Stock 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 CCB's  Common Stock on the date the  Incentive
         Stock Option is granted.  However,  if an employee  owns stock equal to
         more than 10% of the total  combined  voting  power of all  classes  of
         Common Stock of CCB (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),  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 CCB's Common Stock on the date the  Incentive  Stock Option is
         granted. Shares may be purchased only upon payment of the full purchase
         price.  Payment of the purchase price may be made, in whole or in part,
         through the  surrender of shares of the Common Stock of CCB at the Fair
         Market  Value of such  shares  determined  in the manner  described  in
         Section 2(h).

         (b)  Amounts of Options.
         Incentive Stock Options may be granted to any eligible employee in such
         amounts  as  determined  by the  Committee;  provided  that the  amount
         granted is  consistent  with the terms of Section 422A of the Code.  In
         the case of an option intended to qualify as an Incentive Stock Option,
         the aggregate  Fair Market Value  (determined as of the time the option
         is granted) of the Common Stock with respect to which  Incentive  Stock

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         Options  granted are  exercisable for the first time by the Participant
         during any calendar year (under all plans of the Participant's employer
         corporation  and its  parent  and  subsidiary  corporations)  shall not
         exceed  $100,000.  The  provisions  of this  Section  8.1(b)  shall  be
         construed  and applied in accordance  with Section  422A(d) of the Code
         and the regulations, if any, promulgated thereunder.

         (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 any employee, at the time an Incentive
         Stock  Option is granted to him,  owns Common Stock  representing  more
         than 10% of the total  combined  voting power of CCB (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  descendent  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 him 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
         which it is granted.

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 422A 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 422A of the Code. Notwithstanding the above, in the event of a Change
in  Control  of CCB,  all  Incentive  Stock  Options  shall  become  immediately
exercisable.

         (d)  Termination of Employment.
         Upon the termination of an employee's service for any reason other than
         Disability,  Normal  Retirement,  death or Termination  for Cause,  his
         Incentive  Stock Options shall be  exercisable  only as to those shares
         which were  immediately  purchasable  by him at the date of termination
         and only for a period of three  months  following  termination.  In the
         event of  Termination  for Cause all rights under his  Incentive  Stock
         Options shall expire upon termination.

In the event of death or Disability of any employee, all Incentive Stock Options
held by such  employee,  whether  or not  exercisable  at such  time,  shall  be
exercisable by the employee or his legal  representatives  or beneficiaries  for
one year  following  the date of his death or  cessation  of  employment  due to
Disability.  Upon termination of an employee's service due to Normal Retirement,
all Incentive Stock Options held by such employee, whether or not exercisable at

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such time,  shall be exercisable  for a period of one year following the date of
his Normal Retirement,  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 his Normal Retirement.  In no event
shall the period  extend beyond the  expiration  of the  Incentive  Stock Option
term.

9.       LIMITED RIGHTS.

9.1      Grant of Limited Rights.
The  Committee may grant a Limited  Right  simultaneously  with the grant of any
option,  with  respect  to all or some of the  shares  covered  by such  option.
Limited  Rights  granted under this Plan are subject to the following  terms and
conditions:

         (a)  Terms of Rights.
         In no event shall a Limited  Right be  exercisable  in whole or in part
         before  the  expiration  of six  months  from  the date of grant of the
         Limited  Right. A Limited Right may be exercised only in the event of a
         Change in Control of CCB.

         The Limited Right may be exercised only when the  underlying  option is
         eligible to be  exercised,  provided  that the Fair Market Value of the
         underlying  shares on the day of exercise is greater  than the exercise
         price of the related option.

         Upon exercise of a Limited Right,  the related option shall cease to be
         exercisable.  Upon exercise or  termination  of an option,  any related
         Limited Rights shall  terminate.  The Limited Rights may be for no more
         than 100% of the  difference  between the  exercise  price and the Fair
         Market Value of the Common Stock subject to the underlying  option. The
         Limited  Right is  transferable  only  when the  underlying  option  is
         transferable and under the same conditions.

         (b)  Payment.
         Upon exercise of a Limited  Right,  the holder shall  promptly  receive
         from CCB an amount of cash  equal to the  difference  between  the Fair
         Market  Value on the Date of Grant of the  related  option and the Fair
         Market Value of the underlying  shares on the date the Limited Right is
         exercised,  multiplied  by the number of shares  with  respect to which
         such Limited Right is being exercised.

         (c)  Termination of Employment.
         Upon the termination of an employee's service for any reason other than
         Disability,  Normal  Retirement,  death or Termination  for Cause,  any
         Limited Rights held by him shall be exercisable only as to those shares
         of the related option which were immediately purchasable at the date of
         termination and for a period of three months following termination.  In
         the event of  Termination  for Cause,  all  Limited  Rights held by him
         shall expire immediately.

         Upon  termination of an employee's  employment for reason of death,  or
         Disability,   all  Limited  Rights  held  by  such  employee  shall  be

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         exercisable   by  the   employee   or  his  legal   representative   or
         beneficiaries  for  a  period  of  one  year  from  the  date  of  such
         termination  with respect to Limited Rights related to Incentive  Stock
         Options,  and  for a  period  of  three  years  from  the  date of such
         termination  with respect to Limited  Rights  related to  Non-Statutory
         Stock Options.  Upon termination of an employee's employment for reason
         of Normal Retirement, all Limited Rights held by such employee shall be
         exercisable by the employee or his legal  representative or beneficiary
         for one year with  respect to Limited  Rights  granted  with respect to
         Incentive  Stock Options and three years with respect to Limited Rights
         granted with respect to Non-Statutory  Stock Options. In no event shall
         the period  extend  beyond the  expiration  of the term of the  related
         option.

10.  RIGHTS OF A  SHAREHOLDER:  NONTRANSFERABILITY.  An  optionee  shall have no
rights as a shareholder  with respect to any shares  covered by a  Non-Statutory
and/or 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 CCB or its  affiliates  or to
continue to perform  services for CCB or its affiliates or interferes in any way
with the right of CCB or its  affiliates to terminate his 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.

11. AGREEMENT WITH GRANTEES.  Each Award of Options,  and/or Limited Rights will
be evidenced by a written agreement,  executed by the Participant and CCB or its
affiliates which describes the conditions for receiving the Awards including the
date of Award,  the purchase  price if any,  applicable  periods,  and any other
terms and  conditions as may be required by the Board of Directors or applicable
securities law.

12.  DESIGNATION  OF  BENEFICIARY.  A  Participant  may, with the consent of the
Committee,  designate a person or persons to receive, in the event of death, any
stock option or Limited  Rights  Award to which he would then be entitled.  Such
designation  will be made upon forms supplied by and delivered to CCB and may be
revoked  in  writing.   If  a  Participant  fails  effectively  to  designate  a
beneficiary, then his estate will be deemed to be the beneficiary.

13.  DILUTION  AND  OTHER  ADJUSTMENTS.  In  the  event  of  any  change  in the
outstanding  shares of Common  Stock of CCB by reason of any stock  dividend  or
split,  recapitalization,   merger,  consolidation,   spin-off,  reorganization,
combination  or exchange  of shares,  or other  similar  corporate  change,  the
Committee will make such  adjustments to previously  granted Awards,  to prevent
dilution or enlargement of the rights of the  Participant,  including any or all
of the following:

         (a)  adjustments  in the  aggregate  number or kind of shares of Common
         Stock which may be awarded under the Plan;

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


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

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

14.  WITHHOLDING.  There will be deducted from each  distribution of cash and/or
Common  Stock  under the Plan the  amount of tax  required  by any  governmental
authority to be withheld.

15. 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;  provided  however,  that if
necessary  to  continue to qualify the Plan under the  Securities  and  Exchange
Commission  Rule 16(b)-3,  shareholder  approval  would be required for any such
modification or amendments which:

         (a)  increases  the maximum  number of shares for which  options may be
         granted under the Plan (subject,  however, to the provisions of Section
         13 hereof);

         (b) reduces the exercise price at which Awards may be granted;

         (c) extends the period during which options may be granted or exercised
         beyond the times originally prescribed; or

         (d) changes the persons eligible to participate in the Plan.

Failure to ratify or approve  amendments or  modifications  to  subsections  (a)
through (d) 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.

16.  EFFECTIVE DATE OF PLAN. The Plan shall be adopted by the Board of Directors
and  shall  become  effective  upon  such  date of  adoption,  or other  date as
determined  by the Board.  Following the  Effective  Date of the Plan,  the Plan
shall be  submitted  to  shareholders  for  approval.  If the Plan  shall not be
approved by  shareholders,  the Plan and any Awards granted  thereunder shall be
null and void.

17.  TERMINATION  OF THE  PLAN.  The right to grant  Awards  under the Plan will
terminate  upon the  earlier of ten (10) years after the  Effective  Date of the
Plan or the  issuance  of Common  Stock or the  exercise  of  options or related
rights  equaling  the maximum  number of shares  reserved  under the Plan as set
forth in Section 5. 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 rights under a previously granted Award.


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18. APPLICABLE LAW. The Plan will be administered in accordance with the laws of
the State of Florida.


         Adopted this 24th day of April 1996 by the Company's Shareholders.



                                          /s/ Stephen A. McLaughlin
                                          -------------------------
                                              Stephen A. McLaughlin
                                              Secretary


         As  amended  by the  Board of  Directors  on  February  3,  1998 and as
approved by the Company's Shareholders on April 30, 1998.



                                          /s/ Stephen A. McLaughlin
                                          -------------------------
                                              Stephen A. McLaughlin
                                              Secretary


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