EXHIBIT 10.2


                        CITIZENS COMMUNITY BANCORP, INC.

              1998 DIRECTORS' STOCK OPTION AND LIMITED RIGHTS PLAN


1.       PURPOSE

         The purpose of Citizens  Community  Bancorp,  Inc.'s  ("Company")  1998
Directors'  Stock  Option and  Limited  Rights  Plan  ("Directors'  Plan") is to
advance the interests of the Company,  its  subsidiaries and its shareholders by
providing  the  directors  of the  Company  or its  wholly  owned  subsidiaries,
("Subsidiaries"),  upon whose judgment,  initiative and oversight the successful
conduct of the business of the Company depends,  with an additional incentive to
serve on the Board of Directors for the Company or its Subsidiaries, as well as,
to attract people of experience and ability to serve as Directors in the future.

2.       DEFINITIONS

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

         (b)      "Award" means an Award of  Non-Statutory  Stock Options and/or
                  Limited  Rights granted under the provisions of the Directors'
                  Plan.

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

         (d)      "Directors' Plan Year or Years" means a calendar year or years
                  commencing on or after January 1, 1998.

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

         (f)      "Common  Stock"  means the common  stock of the  Company,  par
                  value, $0.01 per share.

         (g)      "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  immediately  preceeding  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 adjusted original issue price of $4.50
                  per share, whichever is higher.


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         (h)      "Limited  Right"  means the right to receive an amount of cash
                  based upon the terms set forth in Section 8.

         (i)      "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 the  Company  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 the  Company  or one of its
                  subsidiaries.

         (j)      "Participant"  for the Plan means a director of the Company or
                  its Subsidiaries chosen by the Committee to participate in the
                  Directors' Plan.

         (k)      "Change in Control"  of the Company  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 the Company, (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 the  Company;  or (ii)  controls in any
                  manner the  election  of the  directors  of the  Company.  For
                  purposes of this  Agreement,  a "Change in  Control"  shall be
                  deemed   not  to   have   occurred   in   connection   with  a
                  reorganization,  e.g.  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.

         (l)      "Date of  Affiliation"  means the date on which a director was
                  first  elected or  appointed  to the Board of Directors of the
                  Company or one of its Subsidiaries whichever is earlier.

3.       ADMINISTRATION

         The Directors' Plan shall be administered by the Compensation Committee
of  the  Board  of  Directors.  The  Committee  is  authorized,  subject  to the
provisions of the Directors' Plan, to establish such rules and regulations as it
deems necessary for the proper administration of the Directors' Plan and to make
whatever  determinations  and  interpretations in connection with the Directors'
Plan it deems as necessary or advisable.  All determinations and interpretations
made by the Committee shall be binding and conclusive on all Participants in the
Directors' Plan and on their legal representatives and beneficiaries.


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4.       TYPES OF AWARDS

         Awards  under  the  Directors'  Plan  may be  granted  in any  one or a
combination  of the  following,  as  defined  below in  Sections  7 and 8 of the
Directors' Plan:

         (a)  Non-Statutory Stock Options; and
         (b)  Limited Rights

5.       STOCK SUBJECT TO THE DIRECTORS' PLAN

         Subject to adjustment as provided in Section 12, the maximum  number of
shares  reserved for issuance  under the  Directors'  Plan is 150,000  shares of
Common Stock outstanding  (sometimes referred to herein as "Option Shares").  To
the  extent  that  options  or  rights  granted  under the  Directors'  Plan are
exercised,  the shares covered will be  unavailable  for future grants under the
Directors'  Plan; to the extent that options  together  with any related  rights
granted under the  Directors'  Plan  terminate,  expire or are canceled  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

         The directors of the Company and its Subsidiaries ("Directors"), except
for  those  directors  who are also  salaried  officers  of the  Company  or its
Subsidiaries,  shall be eligible to receive  Non-Statutory  Stock Options and/or
Limited  Rights under the  Directors'  Plan. The maximum number of Option Shares
that a  Participant  shall be  eligible  to be  awarded  shall be:  (i)  Company
Directors - 10,000; (ii) Subsidiary Directors - 5,000.

7.       GRANT OF NON-STATUTORY STOCK OPTIONS

         The Committee may, from time to time, grant Non-Statutory Stock Options
to Directors. Non-Statutory Stock Options granted under this Directors' 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 110%
         of the Fair Market  Value of the Common Stock on the date the option is
         granted or $7.50  whichever is greater.  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 the Company at the Fair Market Value of such shares
         determined in the manner described in Section 2(g).

         (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.


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         (c)  Vesting.
         The  Committee  shall  determine  the date on which each  Non-Statutory
         Stock Option shall become  exercisable  in  installments.  Any required
         vesting period shall commence on the Participant's Date of Affiliation.
         The shares  comprising each installment may be purchased in whole or in
         part at any  time  after  such  installment  becomes  exercisable.  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 the
         Company,  or the death of a Director,  all Non-Statutory  Stock Options
         shall become immediately exercisable.

         (d)  Termination of Service.

         Upon the termination of a Directors'  service for any reason other than
         retirement,  death or disability or termination  for cause,  his or her
         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 30 days following  termination and
         in the event of retirement 90 days following  retirement.  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 or
         disability of a Director,  all Non-Statutory  Stock Options held by the
         Director, whether or not exercisable at such time, shall be exercisable
         by  the  Director,   or  the  Director's   legal   representatives   or
         beneficiaries for twelve (12) months following the date of his death or
         disability;  provided  that in no event shall the period  extend beyond
         the expiration of the Non-Statutory Stock Option term.

8.       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 the  Directors'  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  upon  the
         occurrence of all of the following conditions:  (i) a Change in Control
         of the Company; and (ii) 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
         pursuant to Section 2(g) herein. The Limited Right is transferable only
         when  the  underlying   option  is  transferable  and  under  the  same
         conditions.


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         (b)  Payment.
         Upon exercise of a Limited  Right,  the holder shall  promptly  receive
         from the Company 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 Service.
         Upon the termination of a Directors'  service for any reason other than
         retirement,  death or disability 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 by him at the date of
         termination and only for a period of 30 days following termination.  In
         the event of  Termination  for Cause,  all Limited  Rights shall expire
         upon termination.  In the event of termination of service for reason of
         death or disability,  all Limited Rights held by the Director,  whether
         or not  exercisable at such time,  shall be exercisable by the Director
         or his legal  representatives  or beneficiaries  for twelve (12) months
         following  the date of his  death or  disability;  provided  that in no
         event  shall the period  extend  beyond the  expiration  of the related
         Non-Statutory Stock Option term.

9.       RIGHTS OF A SHAREHOLDER:  NONTRANSFERABILITY

         An optionee  shall have no rights as a shareholder  with respect to any
shares covered by a  Non-Statutory  Stock Option until the date of issuance of a
stock  certificate  for such shares.  Nothing in the  Directors'  Plan or in any
Award granted confers on any person any right to continue to serve as a director
for the Company or its Subsidiaries.

         No  Award  under  the  Directors'  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.

10.      AGREEMENT WITH PARTICIPANTS

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

11.      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 the  Company  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.


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12.      DILUTION AND OTHER ADJUSTMENTS

         In the event of any change in the outstanding shares of Common Stock of
the Company by reason of any stock dividend,  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 Directors' Plan;

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

         (c)  adjustments  in the purchase  price of  outstanding  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.

13.      WITHHOLDING

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

14.      AMENDMENT OF THE DIRECTORS' PLAN

         The Board of Directors may at any time,  and from time to time,  modify
or amend the Directors' Plan in any respect; provided however, that if necessary
to continue to qualify the  Directors'  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 Directors' Plan (subject, however, to the
                  provisions of Section 13 hereof);

         (b)      reduces  the  minimum  purchase  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 Directors'
                  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  Directors' 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.

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15.      EFFECTIVE DATE OF DIRECTORS' PLAN

         The  Directors'  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 ("Effective Date").  Following the Effective Date of the Directors'
Plan, the Directors' Plan shall be submitted to the Company's  shareholders  for
approval.  If the Directors' Plan is not approved by shareholders the Directors'
Plan and any Awards granted thereunder shall be null and void.

16.      TERMINATION OF DIRECTORS' PLAN

         The right to grant Awards under the Directors' Plan will terminate upon
the earlier of 10 years after the Effective Date of the  Directors'  Plan or the
issuance of Common Stock or the exercise of options or related  rights  equaling
the maximum number of shares  reserved under the Directors' Plan as set forth in
Section 5. The Board of  Directors  has the right to suspend  or  terminate  the
Directors'  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.

17.      APPLICABLE LAW

         The Directors' Plan will be administered in accordance with the laws of
the State of Florida.


         Adopted  this 24th day of  February,  1998 by the Board of Directors of
the Company.


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



         Adopted on the 30th day of April, 1998 by the Company's shareholders.


                                         /s/ Richard Storm, Jr.
                                         ----------------------
                                             Richard Storm, Jr.







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[GRAPHIC OMITTED]

                      NON-EMPLOYEE DIRECTOR'S STOCK OPTION
                                    AGREEMENT


         STOCK  OPTION  AND  LIMITED  RIGHTS  AGREEMENT  made  this  ___  day of
______________,  1998, between CITIZENS COMMUNITY BANCORP, INC. ("Company"), and
____________________________  ("Participant").  For purposes of this  Agreement,
the terms and  conditions  contained  herein  relative to the  Director's  Stock
Option Plan ("Plan")  shall have the same meanings as those terms and conditions
of the Plan as set forth and  approved by the Board of  Directors of the Company
at a meeting on October 21, 1997 and further clarified at a meeting of the Board
of Directors of the Company on November 18,  1997;  Company and  Participant  do
hereby agree that this Agreement is  specifically  conditioned  upon approval of
the  Plan  by  the  Shareholders  of  the  Company  at  the  Annual  Meeting  of
Shareholders on April 30, 1998.
         WHEREAS,  the purpose of the Plan is to provide  incentives  to advance
the interests of the Company and its shareholders by providing  Directors of the
Company and its  affiliates,  upon whose  judgment,  initiative  and efforts the
successful  conduct of the  business of the Company and its  affiliates  largely
depends,  with an additional  incentive to perform in a superior manner, as well
as, to attract Directors of experience and ability;
         WHEREAS,  the Plan  provides  for the grant of an  option  to  purchase
shares of the common stock of the Company,  par value,  $0.01 per share ("Common
Stock") to  Directors  of the Company or its  affiliates,  and the Stock  Option
Committee has granted  Participant an option to purchase  Shares of Common Stock
together  with Limited  Rights,  which option is intended to be a  non-statutory
incentive stock option;
         THEREFORE,  to evidence the grant of the Option and Limited  Rights and
subject to the terms and conditions as provided in the Plan, the Company and the
Participant hereby agree as follows:
         1. Grant of Option. The Company hereby evidences and confirms its grant
to the  Participant an option to purchase  ____________  Shares shares of Common
Stock,  with Limited Rights  attached to all such shares at an exercise price of
$7.00 per share (the "Exercise Price").  Such option is hereinafter  referred to
as the  "Option" and the shares of stock  subject to the Option are  hereinafter
sometimes  referred to as the  "Option  Shares."  The Option and Limited  Rights
shall be subject to the provisions of the Plan and this Agreement. The Option is
intended by the parties  hereto to be, and shall be treated as, a  non-statutory
stock option.

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         2. Term of Option.  The term of the Option  will be for a period of ten
(10) years, beginning on  ___________________  and ending on ___________________
("Option term").
         3.  Installment  Exercise.  Subject to such further  limitations as are
provided herein,  the Option shall become  exercisable in four (4) installments,
the  Participant  having the right  hereunder  to purchase  from the Company the
following number of Option Shares upon exercise of the Option,  on and after the
following dates, in cumulative fashion:
         (a) on and after the second  anniversary of the  Participant's  Date of
Affiliation, 50% of the total number of Option Shares;
         (b) on and after the third  anniversary  of the  Participant's  Date of
Affiliation, 75% of the total number of Option Shares;
         (c) on and after the fourth  anniversary of the  Participant's  Date of
Affiliation, 100% of the total number of Option Shares;
         The grant of the Option shall impose no obligation upon the Participant
to exercise the Option.
         Notwithstanding  the foregoing  installment  exercise schedule,  in the
event of a Change in Control of the Company or the death of the participant, the
Option and Limited Rights, whether or not exercisable at such time, shall become
immediately exercisable.
         4. Manner of  Exercise.  The  Participant  may exercise the Option with
respect  to all or any part of the  number of  Option  Shares  then  exercisable
thereunder  by  delivering  to the  Secretary of the Company  written  notice of
intent to exercise signed by Participant or the person or persons exercising the
Option.  Such  notice  shall  state the  number of shares of Common  Stock  with
respect to which the Option is being exercised. Such notice shall be accompanied
by payment of the full Exercise Price. As soon as practicable  after such notice
and  payment  shall  have  been  received,  the  Company  shall  deliver a stock
certificate(s) representing the number of shares of Common Stock with respect to
which  the  Option  has been  exercised  in the name of the  person  or  persons
exercising the Option.
         Payment of the Exercise Price shall be made in cash or by check, or, in
whole or in part,  through the surrender of shares of Common Stock, which shares
will be valued at Fair Market Value on the date of exercise of the Option.
         The  Participant  shall not be entitled to any rights as a  stockholder
with respect to shares of Common Stock being  acquired  pursuant to the exercise
of the Option,  unless and until  certificates  evidencing such Common Stock are
issued.  No adjustments  shall be made for dividends or  distributions  or other
rights  for which the  record  date is prior to the date such  certificates  are
issued.

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         In the event the Option shall be exercised by any person other than the
Participant  pursuant to Section 7 hereof,  the notice of exercise of the Option
shall be accompanied by proof  satisfactory to the Committee  administering  the
Plan of the right of such person to exercise the Option.
         All shares that shall be  purchased  upon the exercise of the Option as
provided herein shall be fully paid and nonassessable.
         5. Securities Laws;  Holding Period.  Notwithstanding  anything in this
Agreement  to the  contrary,  the Company  shall not be obligated to cause to be
issued or delivered any certificate  evidencing Common Stock purchased  pursuant
to the  exercise of the  Option,  unless and until the Company is advised by its
counsel that the issuance and delivery of such certificate is in compliance with
all applicable laws, regulations and governmental authority and the requirements
of any exchange upon which the Common Stock may be traded.  The Company shall in
no event be obligated to register any securities  pursuant to the Securities Act
of 1933 (as now in effect or as hereafter amended) ("Securities Act") or to take
any other affirmative action in order to cause the issuance and delivery of such
certificate(s) to comply with any such law, regulation or requirement.
         Shares  subject  to  Participant's  Option  are  restricted  securities
subject to the  restrictions on resale as provided in Rule 144 of the Securities
Act.  Shares  acquired under the Option will be required to be held for one year
after exercise  before they may be sold and appropriate  legend  reflecting this
restriction shall be placed on the shares,  unless (i) the issuance of shares of
Common Stock  pursuant to the exercise of options  under the Plan is  registered
under the  Securities Act or (ii) the  subsequent  sale of shares  acquired upon
exercise  of the option is  registered  under the  Securities  Act,  or (iii) an
exemption from registration is available.
         6.  Exercise of Limited  Rights.  In no event shall  Limited  Rights be
exercisable,  in whole or in part,  before the expiration of six months from the
date of grant.  Subject to such further  limitations as are provided herein,  in
the event of a Change in Control, the Participant,  the Participant's  surviving
beneficiary or the Participant's legal representative,  shall have the right, in
lieu of purchasing shares of Common Stock covered by the Option, during the term
that the underlying Option is exercisable, to relinquish the Option with respect
to any or all of such  shares  and to  receive  from the Bank 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 of the
Common Stock on the date the Limited  Rights are  exercised,  multiplied  by the
number of shares with respect to which such Limited Rights are being exercised.

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         Limited  Rights with  respect to the Option may be exercised by written
notice delivered to the Bank signed by the Participant.  Such notice shall state
the number of shares of the Common Stock in respect to which Limited  Rights are
being  exercised,  the date of exercise  and the Fair Market Value of the Common
Stock on such date.  Within  fourteen  days  following  delivery of such written
notice to the Bank, the Bank shall deliver to the Participant cash or such other
form of payment  acceptable to the Participant in the amount as determined above
with respect to the Limited Rights being exercised.
         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 any  exercise of a Limited  Right,  the related  Option or portion
thereof  shall cease to be  exercisable.  Upon  exercise or  termination  of the
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.
         7. Transferability.  The Option and the Limited Rights may be exercised
during  Participant's  lifetime only by him, and neither the Option, the Limited
Rights nor this Agreement shall be assignable or transferable by him, other than
by will or by the laws of descent  and  distribution.  No such  transfer  of the
Option,  the Limited Rights or this Agreement by the  Participant by will or the
laws of descent and distribution shall be effective to bind the Company,  unless
the Company shall have been furnished with written notice thereof and such other
evidence as the Committee administering the Plan may deem necessary or desirable
to establish the validity of the transfer.  The Option,  the Limited  Rights and
this Agreement shall not be pledged,  hypothecated,  sold, assigned, transferred
or otherwise  encumbered or disposed of except as provided herein. Any purported
pledge,  hypothecation,  sale,  assignment,  transfer  or other  encumbrance  or
disposition  of the Option or this Agreement  contrary to the provisions  hereof
shall  be  null  and  void  and  without  effect.  The  levy  of any  execution,
attachment,  or similar  process  upon the Option,  the  Limited  Rights or this
Agreement shall be null and void and without effect.
         8.  Designation of  Beneficiary.  Participant may designate a person or
persons to receive,  in the event of death,  any rights that may be available to
him  pursuant  to the  Plan  under  the  Option,  the  Limited  Rights  and this
Agreement. Such designation will be made upon forms supplied by and delivered to
the Company and may be revoked in writing.  If Participant  fails effectively to
designate  a  beneficiary,  then  Participant's  estate will be deemed to be the
beneficiary.

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         9.  Rights  in  Event  of   Termination..   Upon  the   termination  of
Participant's term as a Director for any reason other than retirement,  death or
disability , the Option held by him shall be exercisable only as to those shares
which were  immediately  purchasable by him/her at the date of termination,  but
only for a period  of three  months  following  termination  and in the event of
retirement 90 days following retirement.  In no event, however, shall the period
extend beyond the expiration of the Option term. In the event of termination for
cause, all rights shall expire immediately upon termination.
         10. Rights in Event of Death. In the event of death of the Participant,
the Option, whether or not exercisable at such time, shall be exercisable by the
Participant or his legal representatives or beneficiaries for one year following
the date of his death. In no event, however,  shall the period extend beyond the
expiration of the Option term.
         11. Dilution and Other  Adjustments.  In the event of any change in the
outstanding  shares of Common  Stock 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 shall
make such proportionate adjustments to the Option, if any, as it deems equitable
in the  number of  shares  of Common  Stock  covered  by the  Option  and in the
Exercise  Price per share of the Option,  to prevent  dilution or enlargement of
the rights of Participant under this Option Agreement.
         12. Notice. Any notice required or permitted under this Agreement shall
be deemed given when  delivered in person,  when mailed by registered  mail with
return receipt  requested,  or by overnight  courier upon receipt of the notice.
The notice should be addressed to the Chairman of the Board,  Citizens Community
Bancorp,  Inc.,  P.O.  Box  1999,  Marco  Island,  Florida  34146-1999,  and  to
Participant at such address as he may designate in writing to the Company.
         13.  Modification and Waiver.  Neither this Agreement nor any provision
hereof can be  changed,  modified,  amended,  discharged,  terminated  or waived
orally or by any course of dealing or purported course of dealing, unless agreed
to in  writing  signed  by  Participant  (or his legal  representative)  and the
Company.  The waiver of or failure to enforce any breach of this Agreement shall
not be deemed to be a waiver or acquiescence in any other breach thereof.
         14.  Governing Law and Venue.  This Agreement  shall be governed by and
construed  in  accordance  with the  laws of the  State of  Florida.  Venue  for
purposes of bringing an action to enforce the terms of this  Agreement  shall be
Collier County, Florida.

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         15.  Withholding.  There may be deducted from each distribution of cash
and/or stock under the Plan an amount of cash or stock  relating to  withholding
tax imposed by any governmental authority.
         16. Holding Period. The Participant hereby acknowledges that the shares
available  under this Agreement are restricted  shares and are subject to resale
restrictions.
         17. Participant  Acknowledgment.  The Participant  hereby  acknowledges
that all decisions, determinations and interpretations of or by the committee in
respect of the Plan and this Option Agreement shall be final and conclusive.
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above mentioned.

                                          CITIZENS COMMUNITY BANCORP, INC.
                                          Marco Island, Florida
[SEAL]

Attest:


                                         By:      /s/Richard Storm, Jr.
-----------------------------------               ------------------------------
                                                     Richard Storm, Jr.
                                                     Chairman of the Board

Attest:                                 ACCEPTED AND AGREED TO:



-----------------------------------               ------------------------------
                                                         Participant Name

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