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EXHIBIT 10.2 SOUTH JERSEY FINANCIAL CORPORATION, INC. 2000 RESTRICTED STOCK PLAN



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                    SOUTH JERSEY FINANCIAL CORPORATION, INC.
                           2000 RESTRICTED STOCK PLAN

1.    DEFINITIONS.
      -----------

      (a) "Affiliate" means any "parent corporation" or "subsidiary corporation"
of the Holding Company,  as such terms are defined in Sections 424(e) and 424(f)
of the Code.

      (b)  "Association"  means  South  Jersey  Savings  and  Loan  Association,
Turnersville, New Jersey.

      (c)   "Award" means  a grant under the Plan of Stock Awards.

      (d) "Award Agreement" means an agreement  evidencing and setting forth the
terms of an Award.

      (e)  "Board of  Directors"  means the board of  directors  of the  Holding
Company.

      (f) "Change in Control" of the Holding  Company or the  Association  shall
mean an event of a nature  that (i) would be required to be reported in response
to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof,
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Exchange  Act");  or (ii) results in a Change in Control of the  Association or
the Holding  Company within the meaning of the Home Owners' Loan Act of 1933, as
amended,  the  Federal  Deposit  Insurance  Act,  and the Rules and  Regulations
promulgated by the Office of Thrift Supervision (or its predecessor  agency), as
in effect on the date hereof  (provided,  that in  applying  the  definition  of
change in control as set forth under the rules and  regulations  of the OTS, the
Board shall  substitute  its  judgment  for that of the OTS);  or (iii)  without
limitation  such a Change in Control  shall be deemed to have  occurred  at such
time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the
Exchange  Act) is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3
under the Exchange  Act),  directly or indirectly,  of voting  securities of the
Association or the Holding Company representing 20% or more of the Association's
or the Holding Company's  outstanding voting securities or right to acquire such
securities except for any voting securities of the Association  purchased by the
Holding Company and any voting securities purchased by any employee benefit plan
of the Holding  Company or its  Subsidiaries,  or (B) individuals who constitute
the Board on the date hereof  (the  "Incumbent  Board")  cease for any reason to
constitute  at least a majority  thereof,  provided  that any person  becoming a
director  subsequent to the date hereof whose election was approved by a vote of
at least  three-quarters  of the directors  comprising the Incumbent  Board,  or
whose  nomination for election by the Company's  stockholders  was approved by a
Nominating  Committee  solely  composed  of members  which are  Incumbent  Board
members, shall be, for purposes of this clause (B), considered as though he were
a  member  of the  Incumbent  Board,  or (C) a plan of  reorganization,  merger,
consolidation, sale of all or substantially all the assets of the Association or
the Holding Company or similar transaction occurs or is effectuated in which the
Association or Holding Company is not the resulting entity;  provided,  however,
that such an event listed above will be deemed to have  occurred or to have been
effectuated  upon the receipt of all required federal  regulatory  approvals not
including the lapse of any statutory  waiting periods,  or (D) a proxy statement
has  been  distributed  soliciting  proxies  from  stockholders  of the  Holding
Company,  by someone other than the current  management of the Holding  Company,
seeking   stockholder   approval  of  a  plan  of   reorganization,   merger  or
consolidation   of  the  Holding  Company  or  Association   with  one  or  more
corporations  as a result  of  which  the  outstanding  shares  of the  class of
securities  then  subject  to such  plan or  transaction  are  exchanged  for or
converted into cash or property or securities  not issued by the  Association or
the Holding Company shall be distributed,  or (E) a tender offer is made for 20%
or more of the voting  securities  of the  Institution  or Holding  Company then
outstanding.

      (g)   "Code" means the Internal Revenue Code of 1986, as amended.

      (h) "Committee" means the committee  designated by the Board of Directors,
pursuant to Section 2 of the Plan, to administer the Plan.




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      (i) "Common  Stock"  means the Common  Stock of the Holding  Company,  par
value, $.01 per share.

      (j)   "Date of Grant" means the effective date of an Award.

      (k)  "Disability"  means any mental or physical  condition with respect to
which the Participant  qualifies for and receives benefits for under a long-term
disability  plan of the Holding  Company or an  Affiliate,  or in the absence of
such a long-term  disability  plan or coverage  under such a plan,  "Disability"
shall mean a physical or mental  condition  which, in the sole discretion of the
Committee,   is  reasonably  expected  to  be  of  indefinite  duration  and  to
substantially   prevent  the   Participant   from   fulfilling   his  duties  or
responsibilities to the Holding Company or an Affiliate.

      (l) "Effective  Date" means the date the Plan is approved by  shareholders
of the Holding Company.

      (m)  "Employee"  means any person  employed by the  Holding  Company or an
Affiliate.  Directors  who are  employed by the Holding  Company or an Affiliate
shall be considered Employees under the Plan.

      (n)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (o) "Fair Market Value" means the market price of Common Stock, determined
by the Committee as follows:

            (i)   If the Common  Stock was traded on the date in question on The
                  Nasdaq  Stock Market then the Fair Market Value shall be equal
                  to the closing price reported for such date;

            (ii)  If the Common Stock was traded on a stock exchange on the date
                  in question,  then the Fair Market Value shall be equal to the
                  closing   price   reported   by   the   applicable   composite
                  transactions report for such date; and

            (iii) If neither of the foregoing provisions is applicable, then the
                  Fair Market Value shall be determined by the Committee in good
                  faith on such basis as it deems appropriate.

      Whenever possible, the determination of Fair Market Value by the Committee
shall  be  based  on  the  prices  reported  in The  Wall  Street  Journal.  The
                                                --------------------------
Committee's  determination  of Fair Market Value shall be conclusive and binding
on all persons.

      (p)   "Holding Company" means South Jersey Financial Corporation, Inc.

      (q) "Outside  Director" means a member of the board(s) of directors of the
Holding  Company or an  Affiliate  who is not also an  Employee  of the  Holding
Company or an Affiliate.

      (r)   "Participant" means any person who holds an outstanding Award.

      (s) "Performance  Award" means an Award granted to a Participant  pursuant
to Section 7 of the Plan.

      (t) "Plan"  means this  South  Jersey  Financial  Corporation,  Inc.  2000
Restricted Stock Plan.

      (u) "Retirement" means retirement from employment with the Holding Company
or an Affiliate in accordance with the then current  retirement  policies of the
Holding  Company or  Affiliate,  as  applicable.  Notwithstanding  the foregoing
"Retirement" shall include termination of employment (other than Termination for
Cause) under which the Participant  would qualify for normal or early retirement
under the money purchase pension plan sponsored by the Association, as in effect
on the Effective Date. "Retirement" with respect to an Outside

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Director means the  termination of service from the board(s) of directors of the
Holding Company and any Affiliate  following  written notice to such board(s) of
directors of the Outside Director's intention to retire.

      (v) "Stock  Award"  means an Award  granted to a  Participant  pursuant to
Section 6 of the Plan.

      (w)   "Termination   for  Cause"   shall  mean   termination   because  of
Participant'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 material  breach of any  provision  of any
employment  agreement  between the Holding  Company and/or any subsidiary of the
Holding Company and a Participant.

      (x)  "Trust"  means a trust  established  by the  Board  of  Directors  in
connection  with  this  Plan to hold  Common  Stock  or other  property  for the
purposes set forth in the Plan.

      (y)  "Trustee"  means  any  person  or  entity  approved  by the  Board of
Directors or its designee(s) to hold any of the Trust assets.

2.    ADMINISTRATION.
      --------------

      (a) The Committee  shall  administer the Plan. The Committee shall consist
of two or more  disinterested  directors  of the Holding  Company,  who shall be
appointed by the Board of Directors. A member of the Board of Directors shall be
deemed to be  "disinterested"  only if he satisfies (i) such requirements as the
Securities  and Exchange  Commission  may establish for  non-employee  directors
administering  plans intended to qualify for exemption  under Rule 16b-3 (or its
successor)  under the  Exchange Act and (ii) such  requirements  as the Internal
Revenue Service may establish for outside  directors acting under plans intended
to qualify for exemption  under Section  162(m)(4)(C)  of the Code. The Board of
Directors  may also  appoint  one or more  separate  committees  of the Board of
Directors,  each composed of one or more directors of the Holding  Company or an
Affiliate who need not be disinterested  and who may grant Awards and administer
the Plan with respect to Employees and Outside  Directors who are not considered
officers or directors of the Holding  Company  under  Section 16 of the Exchange
Act or for whom Awards are not  intended to satisfy  the  provisions  of Section
162(m) of the Code.

      (b) The Committee shall (i) select the Employees and Outside Directors who
are to receive Awards under the Plan, (ii) determine the type,  number,  vesting
requirements  and other features and conditions of such Awards,  (iii) interpret
the Plan and Award  Agreements in all respects and (iv) make all other decisions
relating to the  operation of the Plan.  The  Committee  may adopt such rules or
guidelines  as it deems  appropriate  to  implement  the Plan.  The  Committee's
determinations under the Plan shall be final and binding on all persons.

      (c)  Each  Award  shall  be  evidenced  by  a  written  agreement  ("Award
Agreement")  containing  such  provisions  as may be  required  by the  Plan and
otherwise  approved by the Committee.  Each Award Agreement  shall  constitute a
binding   contract   between  the  Holding  Company  or  an  Affiliate  and  the
Participant, and every Participant, upon acceptance of an Award Agreement, shall
be bound by the terms and restrictions of the Plan and the Award Agreement.  The
terms of each Award  Agreement  shall be in accordance  with the Plan,  but each
Award  Agreement  may  include  any  additional   provisions  and   restrictions
determined by the Committee,  in its  discretion,  provided that such additional
provisions and restrictions are not inconsistent  with the terms of the Plan. In
particular  and at a  minimum,  the  Committee  shall  set  forth in each  Award
Agreement:  (i) the number of shares  subject to the Award;  (ii) the expiration
date of the Award; (iii) the manner, time, and rate (cumulative or otherwise) of
vesting of such  Award;  and (iv) the  restrictions,  if any,  placed  upon such
Award.  The Chairman of the Committee  and such other  directors and officers as
shall be  designated  by the  Committee is hereby  authorized  to execute  Award
Agreements  on behalf of the  Company  or an  Affiliate  and to cause them to be
delivered to the recipients of Awards.

      (d) The Committee may delegate all authority for: (i) the determination of
forms of payment to be made by or received by the Plan and (ii) the execution of
any Award Agreement. The Committee may rely on the

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descriptions,  representations,  reports  and  estimates  provided  to it by the
management of the Holding Company or an Affiliate for  determinations to be made
pursuant  to  the  Plan,  including  the  satisfaction  of any  conditions  of a
Performance Award. However, only the Committee or a portion of the Committee may
certify the  attainment of any  conditions of a  Performance  Award  intended to
satisfy the requirements of Section 162(m) of the Code.

3.    TYPES OF AWARDS AND RELATED RIGHTS.
      ----------------------------------

       Only Stock Awards may be granted under the Plan.

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

      Subject to adjustment as provided in Section 11 of the Plan, the number of
shares  reserved  for Awards  under the Plan shall be fixed as of the  Effective
Date and shall be  determined  by dividing  1,517,372  by the lesser of the Fair
Market Value of the Common Stock on (i) August 12, 1999,  or (ii) the  Effective
Date. The shares of Common Stock issued under the Plan may be either  authorized
but  unissued  shares or  authorized  shares  previously  issued and acquired or
reacquired by the Trustee or the Holding  Company,  respectively.  To the extent
that Stock Awards are granted under the Plan, the shares  underlying such Awards
will be  unavailable  for any other use  including  future grants under the Plan
except that, to the extent that Stock Awards terminate,  expire or are forfeited
without having vested,  new Awards may be made with respect to these shares.  No
Employee may be granted  Stock Awards under this Plan  covering more than 25% of
the shares of Common Stock available under this Plan. No outside Director may be
granted  Stock  Awards  under this Plan  covering  more than 5% of the shares of
Common Stock available under this Plan.

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

      Subject to the terms of the Plan,  Outside  Directors  in service with the
Holding Company or Association as of August 12, 1999, and all Employees employed
by the Holding  Company or the  Association  shall be eligible to receive Awards
under the Plan.

6.     STOCK AWARDS.
       ------------

      The Committee may make grants of Stock Awards,  which shall consist of the
grant of some number of shares of Common Stock, to a Participant upon such terms
and  conditions as it may determine to the extent such terms and  conditions are
consistent with the following provisions:

      (a)  Grants of the Stock  Awards.  Stock  Awards may only be made in whole
           ---------------------------
shares of Common  Stock.  Stock Awards may only be granted from shares  reserved
under the Plan and  available  for award at the time the Stock  Award is made to
the Participant.

      (b) Terms of the Stock Awards.  The Committee shall determine the dates on
          -------------------------
which  Stock  Awards  granted  to a  Participant  shall  vest  and any  terms or
conditions  which must be  satisfied  prior to the vesting of any Stock Award or
portion  thereof.  Any such  terms or  conditions  shall  be  determined  by the
Committee as of the Date of Grant.

      (c)  Termination  of Employment  or Service  (General).  Unless  otherwise
           -------------------------------------------------
determined by the Committee,  upon the termination of a Participant's employment
or service for any reason other than  Retirement,  Disability or death,  or as a
result of a Termination for Cause, any Stock Awards in which the Participant has
not become vested as of the date of such termination  shall be forfeited and any
rights the Participant had to such Stock Awards shall become null and void.

      (d) Termination of Employment or Service  (Retirement).  In the event of a
          -------------------------------------------------
Participant's Retirement,  all unvested Stock Awards held by a Participant shall
immediately vest.

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      (e)  Termination of Employment or Service  (Disability  or death).  In the
           ------------------------------------------------------------
event of a termination of the  Participant's  service due to Disability or death
all unvested Stock Awards held by such Participant  shall immediately vest as of
the date of such termination.

      (f) Termination of Employment or Service  (Termination for Cause).  Unless
          -------------------------------------------------------------
otherwise  determined  by the  Committee,  or in the event of the  Participant's
Termination for Cause,  all Stock Awards in which the Participant had not become
vested as of the effective date of such Termination for Cause shall be forfeited
and any rights such  Participant  had to such unvested Stock Awards shall become
null and void.

      (g) Change in Control.  In the event of a Change in Control  all  unvested
          -----------------
Stock Awards held by a Participant shall immediately vest.

      (h)  Issuance  of  Certificates.   Unless  otherwise  held  in  Trust  and
           --------------------------
registered  in the name of the Trustee,  reasonably  promptly  after the Date of
Grant with  respect to shares of Common  Stock  pursuant to a Stock  Award,  the
Holding Company shall cause to be issued a stock certificate,  registered in the
name of the  Participant to whom such Stock Award was granted,  evidencing  such
shares;  provided,  that  the  Holding  Company  shall  not  cause  such a stock
certificate  to be issued  unless it has received a stock power duly endorsed in
blank with respect to such shares.  Each such stock  certificate  shall bear the
following legend:

            "The  transferability  of this  certificate  and the shares of stock
            represented  hereby  are  subject  to the  restrictions,  terms  and
            conditions (including forfeiture provisions and restrictions against
            transfer) contained in the South Jersey Financial Corporation,  Inc.
            2000 Restricted Stock Plan and Award Agreement  entered into between
            the  registered  owner of such  shares  and South  Jersey  Financial
            Corporation,  Inc. or its  Affiliates.  A copy of the Plan and Award
            Agreement  is on file in the office of the  Corporate  Secretary  of
            South Jersey Financial  Corporation,  Inc. located at 4651 Route 42,
            Turnersville, New Jersey.

Such legend shall not be removed until the  Participant  becomes  vested in such
shares pursuant to the terms of the Plan and Award  Agreement.  Each certificate
issued pursuant to this Section 8(i), in connection with a Stock Award, shall be
held by the Holding Company or its Affiliates,  unless the Committee  determines
otherwise.

      (i)  Non-Transferability.  Except to the extent permitted by the Code, the
           -------------------
rules  promulgated  under  Section  16(b) of the Exchange  Act or any  successor
statutes or rules:

            (i)   The  recipient  of a Stock  Award  shall not  sell,  transfer,
                  assign,  pledge,  or otherwise  encumber shares subject to the
                  Stock  Award until full  vesting of such shares has  occurred.
                  For purposes of this  section,  the  separation  of beneficial
                  ownership  and  legal  title  through  the  use of any  "swap"
                  transaction is deemed to be a prohibited encumbrance.

            (ii)  Unless determined otherwise by the Committee and except in the
                  event of the  Participant's  death or  pursuant  to a domestic
                  relations  order, a Stock Award is not transferable and may be
                  earned in his lifetime only by the  Participant  to whom it is
                  granted.  Upon the death of a  Participant,  a Stock  Award is
                  transferable by will or the laws of descent and  distribution.
                  The  designation  of a  beneficiary  shall  not  constitute  a
                  transfer.

            (iii) If a recipient  of a Stock Award is subject to the  provisions
                  of  Section 16 of the  Exchange  Act,  shares of Common  Stock
                  subject  to such  Stock  Award may not,  without  the  written
                  consent of the  Committee  (which  consent may be given in the
                  Award Agreement),  be sold or otherwise disposed of within six
                  (6) months following the date of grant of the Stock Award.


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      (j) Accrual of Dividends. To the extent Stock Awards are held in Trust and
          --------------------
registered in the name of the Trustee,  unless otherwise  specified by the Trust
Agreement  whenever  shares  of  Common  Stock  underlying  a  Stock  Award  are
distributed  to a  Participant  or  beneficiary  thereof  under the  Plan,  such
Participant  or beneficiary  shall also be entitled to receive,  with respect to
each such  share  distributed,  a payment  equal to any cash  dividends  and the
number of shares of Common Stock equal to any stock dividends, declared and paid
with respect to a share of the Common  Stock if the record date for  determining
shareholders  entitled  to receive  such  dividends  falls  between the date the
relevant  Stock  Award was  granted  and the date the  relevant  Stock  Award or
installment  thereof is issued.  There shall also be  distributed an appropriate
amount of net earnings,  if any, of the Trust with respect to any dividends paid
out on the shares related to the Stock Award.

      (k) Voting of Stock  Awards.  After a Stock Award has been granted but for
          -----------------------
which the shares  covered by such Stock Award have not yet been  vested,  earned
and distributed to the Participant  pursuant to the Plan, the Participant  shall
be entitled  to vote or to direct the Trustee to vote,  as the case may be, such
shares of Common  Stock  which the Stock Award  covers  subject to the rules and
procedures  adopted by the Committee for this purpose and in a manner consistent
with the Trust agreement.

      (l) Payment.  Payment due to a Participant  upon the redemption of a Stock
          -------
Award shall be made in the form of shares of Common Stock.

7.    PERFORMANCE AWARDS.
      ------------------

      (a) The  Committee  may  determine  to  make  any  Award  under  the  Plan
contingent upon the satisfaction of any conditions related to the performance of
the Holding  Company,  an Affiliate or the Participant in addition to or in lieu
of the mere passage of time.  Each  Performance  Award shall be evidenced in the
Award Agreement,  which shall set forth the applicable  conditions,  the maximum
amounts  payable and such other terms and  conditions  as are  applicable to the
Performance  Award.   Unless  otherwise   determined  by  the  Committee,   each
Performance  Award  shall  be  granted  and  administered  to  comply  with  the
requirements  of  Section  162(m)  of the  Code  and  subject  to the  following
provisions:

      (b) Any  Performance  Award shall be made not later than 90 days after the
start of the period for which the  Performance  Award  relates and shall be made
prior to the completion of 25% of such period. All determinations  regarding the
achievement of any  applicable  conditions  will be made by the  Committee.  The
Committee may not increase during a year the amount of a Performance  Award that
would otherwise be payable upon satisfaction of the conditions but may reduce or
eliminate the payments as provided for in the Award Agreement.

      (c)  Nothing  contained  in the Plan will be deemed in any way to limit or
restrict the Committee  from making any Award or payment to any person under any
other plan,  arrangement or understanding,  whether now existing or hereafter in
effect.

      (d) A Participant who receives a Performance Award payable in Common Stock
shall have no rights as a shareholder until the Company Stock is issued pursuant
to the terms of the Award Agreement. The Common Stock may be issued without cash
consideration.

      (e) A  Participant's  interest  in a  Performance  Award  may not be sold,
assigned, transferred, pledged, hypothecated, or otherwise encumbered.

      (f) No Award or portion thereof that is subject to the satisfaction of any
condition  shall be  distributed  or considered to be earned or vested until the
Committee  certifies in writing that the  conditions to which the  distribution,
earning or vesting of such Award is subject have been achieved.


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8.    DEFERRED PAYMENTS.
      -----------------

      The  Committee,  in its  discretion,  may permit a Participant to elect to
defer receipt of all or any part of any cash or stock payment under the Plan, or
the Committee may determine to defer receipt by some or all Participants, of all
or part of any such  payment.  The  Committee  shall  determine  the  terms  and
conditions of any such deferral, including the period of deferral, the manner of
deferral,  and the method for measuring  appreciation on deferred  amounts until
their payout.

9.    RIGHTS OF PARTICIPANTS.
      ----------------------

      Except as  otherwise  specifically  provided  for in this Plan or an Award
Agreement, no Participant shall have any rights as a shareholder with respect to
any shares of Common  Stock  covered by a Stock Award until the date of issuance
of  a  stock  certificate  for  such  Common  Stock  and,  upon  issuance  of  a
certificate,  the  Participant's  rights  shall be  limited to the extent of any
applicable  restrictions.  Nothing  contained  in  this  Plan  or in  any  Award
Agreement  confers on any person any right to  continue in the employ or service
of the Holding  Company or an Affiliate or  interferes in any way with the right
of the Holding Company or an Affiliate to terminate a Participant's services.

10.   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 Award to which the Participant
would then be entitled. Such designation will be made upon forms supplied by and
delivered to the Committee and may be revoked in writing. If a Participant fails
effectively to designate a beneficiary,  then the  Participant's  estate will be
deemed to be the beneficiary.

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,  or other increase or decrease in such shares without receipt
or  payment  of  consideration  by  the  Holding  Company,  or in the  event  an
extraordinary  capital  distribution  is  made,  the  Committee  may  make  such
adjustments to previously  granted Awards, to prevent dilution,  diminution,  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 or other  securities that may underlie future Awards under the
            Plan; or

      (b)   adjustments  in the  aggregate  number  or kind of  shares of Common
            Stock or other securities  underlying  Awards already made under the
            Plan.

No such  adjustments  may,  however,  materially  change  the value of  benefits
available to a Participant  under a previously  granted Award.  All Awards under
this Plan  shall be  binding  upon any  successors  or  assigns  of the  Holding
Company.  Notwithstanding  the above, in the event of an  extraordinary  capital
distribution,  any adjustment under this Section 11 shall be subject to required
approval by the Office of Thrift Supervision.

12.   TAXES.
      -----

      Whenever  under  this  Plan,  cash or  shares  of  Common  Stock are to be
delivered upon payment of an Award or any other event with respect to rights and
benefits hereunder, the Committee shall be entitled to require as a condition of
delivery  (i) that the  Participant  remit an amount  sufficient  to satisfy all
federal, state, and local tax withholding tax requirements related thereto, (ii)
that the  withholding of such sums come from  compensation  otherwise due to the
Participant or from any shares of Common Stock due to the Participant under this
Plan or (iii) any combination of the foregoing PROVIDED, HOWEVER, that no amount
shall be withheld from any cash payment or shares

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of Common Stock relating to an Award which was transferred by the Participant in
accordance with this Plan. Furthermore, Participants may direct the Committee to
instruct  the Trustee to sell shares of Common  Stock to be  delivered  upon the
payment of an Award to satisfy tax obligations.

13.   NOTIFICATION UNDER SECTION 83(b).
      --------------------------------

      The  Committee  may,  on the Date of Grant or any later  date,  prohibit a
Participant  from making the election  described below. If the Committee has not
prohibited  such  Participant  from making such  election,  and the  Participant
shall, in connection with the exercise of any Option,  or the grant of any Stock
Award,  make the  election  permitted  under  Section  83(b) of the  Code,  such
Participant shall notify the Committee of such election within 10 days of filing
notice of the election  with the Internal  Revenue  Service,  in addition to any
filing and  notification  required  pursuant  to  regulations  issued  under the
authority of Section 83(b) of the Code.

14.   AMENDMENT OF THE PLAN AND AWARDS.
      --------------------------------

      (a) The Board of Directors may at any time, and from time to time,  modify
or amend  the  Plan in any  respect,  prospectively  or  retroactively.  No such
termination,  modification  or amendment  may  adversely  affect the rights of a
Participant  under an outstanding  Award without the written  permission of such
Participant.

      (b)  The  Committee  may  amend  any  Award  Agreement,  prospectively  or
retroactively;  PROVIDED, HOWEVER, that no such amendment shall adversely affect
the rights of any  Participant  under an  outstanding  Award without the written
consent of such Participant.

15.   EFFECTIVE DATE OF PLAN.
      ----------------------

      The Plan shall become  effective  upon  approval by the Holding  Company's
shareholders.  The failure to obtain  shareholder  approval  will not effect the
validity of the Plan and any Awards made under the Plan; PROVIDED, HOWEVER, that
if the Plan is not approved by  stockholders  any Award  intended to comply with
Section 162(m) of the Code shall not comply with Section 162(m) of the Code.

16.   TERMINATION OF THE PLAN.
      -----------------------

      The right to grant Awards under the Plan will  terminate  upon the earlier
of: (i) ten (10) years after the Effective  Date;  (ii) the issuance of a number
of  shares of Common  Stock  pursuant  to the  distribution  of Stock  Awards is
equivalent to the maximum number of shares  reserved under the Plan as set forth
in  Section 4 of the Plan.  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 a Participant's vested rights under a
previously granted Award.

17.   APPLICABLE LAW.
      --------------

      The Plan will be  administered in accordance with the laws of the state of
Delaware to the extent not pre-empted by applicable federal law.

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