EXHIBIT 10.2


                      2000 KEY EMPLOYEES' STOCK OPTION PLAN
                                       OF
                           LAFAYETTE COMMUNITY BANCORP

     1. Purpose. The 2000 Key Employees' Stock Option Plan is designed to
promote the interests of Lafayette Community Bancorp ("Company") and Lafayette
Community Bank ("Bank ") by encouraging officers and key employees, upon whose
judgment, initiative and industry serve the Company and the Bank are largely
dependent for the successful conduct and growth of their business, to continue
the association with the Company of such officers and key employees by providing
additional incentive and opportunity for unusual industry and efficiency through
stock ownership, and by increasing their proprietary interest in the Company and
their personal interest in its continued success and progress. The Plan provides
for the granting of (i) nonqualified stock options ("NSO's") and (ii) incentive
stock options ("ISO's").

     2. Administration.

     (a) The Plan shall be administered by a committee of not less than three
directors of the Company ("Committee") who shall be designated from time to time
by the Board of Directors. No director who is also an officer or key employee of
the Company shall be eligible to serve as a member of the Committee. No member
of the Committee shall be eligible, at any time when he is such a member, to
receive the grant of an option under the Plan. The decision of a majority of the
members of the Committee shall constitute the decision of the Committee. Subject
to the provisions of the Plan, the Committee is authorized (i) to grant NSO's
and ISO's; (ii) to determine the employees to be granted NSO's and ISO's; (iii)
to determine the option period, the option price and the number of shares
subject to each option; (iv) to determine the time or times at which options
will be granted; (v) to determine the time or times when each option becomes
exercisable and the duration of the exercise period; (vi) to determine other
conditions and limitations, if any, applicable to the exercise of each option;
and (vii) to determine the nature and duration of the restrictions, if any, to
be imposed upon the sale or other disposition of shares acquired by any optionee
upon exercise of an option, and the nature of the events, if any, and the
duration of the period, in which any optionee's rights in respect of shares
acquired upon exercise of an option may be forfeited. Each option granted under
the Plan shall be evidenced by a written stock option agreement containing terms
and conditions established by the Committee consistent with the provisions of
the Plan, including such terms as the Committee shall deem advisable in order
that each ISO shall constitute an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

     (b) The Committee is authorized, subject to the provisions of the Plan, to
adopt, amend and rescind such rules and regulations as it may deem appropriate
for the administration of the Plan and to make determinations and
interpretations which it deems consistent with the Plan's provisions. The
Committee's determinations and interpretations shall be final and conclusive.

     (c) The Committee shall also determine, in its sole discretion, with
respect to each employee, whether such options shall be ISO's or NSO's, or any
combination thereof; and whether any employee shall be given discretion to
determine whether any options granted to him shall be ISO's or NSO's or any
combination thereof.

     (d) Neither the Plan nor any stock option agreement executed hereunder
shall constitute a contract of employment. Participation in the Plan does not
give any employee the right to be retained in the employ of the Company or the


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Bank and does not limit in any way the right of the Company or the Bank to
change the duties or responsibilities of any employee or to terminate the
employment of any employee.

     (e) The Plan shall comply with applicable state and federal laws and
regulations governing the Company's sufficiency of capital. In the event that
the Company's capital falls below the minimum capital requirements, as
determined by the Company's primary state or federal regulator, the Company's
primary federal regulator shall have the authority to direct the Company to
require Plan participants to exercise or forfeit the rights to shares of the
Company under the Plan.

     3. Shares Covered by the Plan. The stock to be subject to options under the
Plan shall be shares of authorized common stock of the Company and may be
unissued shares or reacquired shares (including shares purchased in the open
market), or a combination thereof, as the Committee may from time to time
determine. Subject to the provisions of Paragraph 14, the maximum number of
shares to be delivered upon exercise of all options granted under the Plan shall
not exceed 84,000. Shares covered by an option that remain unpurchased upon
expiration or termination of the option may be made subject to further options.

     4. Eligibility. Officers and key employees of the Company and the Bank, as
selected by the Committee, shall be eligible to receive grants of NSO's and
ISO's under the Plan. Members of the Committee shall not be eligible to receive
grants of options under the Plan while serving as members of the Committee.

     5. Option Price.

     (a) The option price per share of stock under each ISO shall be not less
than the greater of ten dollars ($10.00) per share or one hundred percent (100%)
of the fair market value of the share on the date on which the option is
granted; provided, however, as to officers and key employees who, at the time an
ISO is granted, own, within the meaning of Section 425(d) of the Code, more than
ten percent (10%) of the total combined voting power of all classes of stock of
the company or any subsidiary ("shareholder-employees"), the purchase price per
share of stock under each ISO shall be not less than one hundred ten percent
(110%) of the fair market value of the stock on the date on which the option is
granted.

     (b) The option price per share of stock under each NSO shall be determined
by the Committee in its discretion; provided, however, the option price per
share shall not be less than twelve dollars ($10.00) per share or one hundred
percent (100%) of the fair market value of the share on the date on which the
option is granted.

     (c) For all purposes of the plan, the term "fair market value" shall mean
the value determined by the Committee based upon quotations of the entities
which make a market in company stock and such other factors as the Committee
shall deem appropriate. If the common stock of the company is not quoted by
entities which make a market in the company's stock, the fair market value shall
be determined by the Committee based upon such factors as the Committee deems
appropriate.

     6. Option Period. No option period shall exceed ten (10) years, and the
option period with respect to ISO's granted to shareholder-employees shall not
exceed five (5) years.

     7. Vesting and Exercise of Options. (a) All options granted under the Plan
shall be exercisable during the lifetime of the optionee only by such optionee
and, except as serviced in Subsection (6), no option may be exercised unless, at
the time the optionee exercises the option, he or she is actually serving as an
employee of the Company or the Bank. All options granted under the Plan shall
vest in accordance with the following schedule:


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                                                         Percentage of
          Vesting Date                                   Options Vested
-----------------------------------------------      ----------------------
First Anniversary of Date of Option Grant                      20.0%
Second Anniversary of Date of Option Grant                     20.0%
Third Anniversary of Date of Option Grant                      20.0%
Fourth Anniversary of Date of Option Grant                     20.0%
Fifth Anniversary of Date of Option Grant                      20.0%

     Notwithstanding the above schedule, the Committee may, in its discretion,
accelerate the time(s) at which all or any part of an option may be exercised.

     (b) Effective one (1) month from the date an employee ceases to be an
employee for any reason other than death, permanent and total disability or
cause, all options therefore granted to that director shall terminate and shall
not be exercisable. If an employee dies or becomes permanently and totally
disabled, all unexercised options may be exercised within one (1) year from the
date his status as an employee ceases for such reason (but not later than the
date the option expires pursuant to its terms). During such period, subject to
the limitations of the option grant, the optionee, his guardian,
attorney-in-fact, or personal representative, as the case may be, may exercise
the option. As used herein, "permanent and total disability" shall have the same
meaning ascribed to such term by Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended.

     (c) If an employee is terminated from the Company or the Bank for cause, no
previously unexercised option granted hereunder may be exercised. Rather, all
unexercised options shall terminate effective on the date the optionee receives
notice of his termination for cause. As used in their Plan, "for cause" shall be
defined as (i) the employee's willful and continued failure to perform his
required duties as an employee of the Company or the Bank, (ii) any action by
the employee which involves willful misfeasance of gross negligence, (iii) the
requirement of or direction by a federal or state regulation agency which has
jurisdiction over the Company or the Bank to remove the employee from the
Company or the Bank or (iv) the conviction of the employee of the commission of
any criminal offense which involves dishonesty or breach of trust.

     (d) In the event of a Change in Control of the Company or upon the death or
total and permanent disability of the optionee, his options may be exercise in
full without regard to any restrictions on the vesting of such options.

     8. Special Calendar Year Limitation on Shares Subject to ISO's. The
aggregate fair market value (determined at the time of the grant of the ISO's)
of the stock with respect to which ISO's are exercisable for the first time by
an eligible employee during any calendar year (under all plans providing for the
grant of incentive stock options of the company or any of its subsidiaries)
shall not exceed one hundred thousand dollars ($100,000.00).

     9. Sequence of Exercising Incentive Stock Options. Any ISO granted to an
employee pursuant to the plan shall be exercisable even if there are outstanding
previously granted but unexercised ISO's with respect to such employee.

     10. Early Termination of Option.

     (a) Termination of Employment. All rights to exercise an option shall
terminate effective as of the day the optionee's employment terminates unless
such termination is "for cause" as defined in subparagraph (b) or is on account
of the permanent and total disability or death of the optionee (but not later
than the date the option expires pursuant to its terms). Transfer of employment
from the Company to the Bank, or vice versa, shall not be deemed termination of
employment. The


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Committee shall have the authority to determine in each case whether a leave of
absence on military or government service shall be deemed a termination of
employment for purposes of this subparagraph.

     (b) For Cause Termination. If an optionee's employment is terminated for
cause, no previously unexercised option granted hereunder may be exercised.
Rather, all unexercised options shall terminate effective on the date the
optionee receives notice of his termination for cause. As used in this Plan,
"for cause" shall be defined as (i) the willful and continued failure of an
optionee to perform his required duties as an officer or employee of the Company
or the Bank, (ii) action by an optionee involving willful misfeasance or gross
negligence, (iii) the requirement or direction of a federal or state regulatory
agency having jurisdiction over the Company or the Bank to terminate the
employment of an optionee, (iv) conviction of an optionee of the commission of
any criminal offense involving dishonesty or breach of trust, or (v) any
intentional breach by an optionee of a material term, condition or covenant of
any agreement of employment, termination or severance or any other agreement
between the optionee and the Company or the Bank.

     (c) Permanent and Total Disability or Death of Optionee. If an optionee's
employment terminates due to permanent and total disability or death, his option
shall terminate one (1) year after termination of his employment due to his
permanent and total disability or death (but not later than the date the option
expires pursuant to its terms). During such period, subject to the limitations
of the option grant, the optionee, his guardian, attorney-in-fact or personal
representative, as the case may be, may exercise the option in full. As used
herein, "permanent and total disability" shall have the meaning ascribed to such
term by Section 22(e)(3) of the Code.

     (d) Change in Control or Death or Disability of Optionee. In the event of a
Change in Control of the Company or upon the death or permanent and total
disability of the optionee, the options covered by such agreement may be
exercised in full without regard to any restrictions on the vesting of such
options contained in the option agreement between the Company and the optionee.

     11. Payment for Stock. Full payment for shares purchased hereunder shall be
made at the time the option is exercised. Payment for shares purchased may be
made only in the form of cash, and such payment shall be made directly to the
Company. No shares shall be issued until full payment for them has been made,
and an optionee shall have none of the rights of a shareholder with respect to
any shares until they are issued to him. Upon payment of the full purchase
price, and any required withholding taxes, the Company shall issue a certificate
or certificates to the optionee evidencing ownership of the shares purchased
pursuant to the exercise of the option which contain(s) such terms, conditions
and provisions as may be required and as are consistent with the terms,
conditions and provisions of the Plan and the stock option agreement between the
Company and the optionee. For purposes of this section 11, payment for shares
purchased hereunder may be delivered to the Company through such attestation or
certification procedures as may be established by the Committee from time to
time in its sole discretion.

     12. Income and Employment Tax Withholding. The optionee shall be solely
responsible for paying to the Company all required federal, state, city and
local taxes applicable to his (i) exercise of an NSO under the plan and (ii)
disposition of shares acquired pursuant to the exercise of an ISO in a
disqualifying disposition of the shares under Code Section 422(a)(1).

     13. Nontransferability. No option shall be transferable, except by the
optionee's will or the laws of descent and distribution. During the optionee's
lifetime, his option shall be exercisable (to the extent exercisable) only by
him. The option and any rights and privileges pertaining thereto shall not be
transferred, assigned, pledged or hypothecated by him in any way, whether by
operation of law or otherwise and shall not be subject to execution, attachment,
or similar process.



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     14. Changes in Stock.

     (a) In the event of any change in the common stock of the Company through
stock dividends, split-ups, recapitalizations, reclassifications, conversions,
or otherwise, or in the event that other stock shall be converted into or
substituted for the present common stock of the Company as the result of any
merger, consolidation, reorganization or similar transaction, the Committee may
make appropriate adjustment or substitution in the aggregate number, price, and
kind of shares available under the Plan and in the number, price and kind of
shares covered under any options granted or to be granted under the Plan. The
Committee's determination in this respect shall be final and conclusive.
Provided, however, that the Company shall not recommend and shall not permit the
Bank to, facilitate or agree or consent to a transaction or series of
transactions which would result in a Change of Control of the Company unless and
until the person or persons or entity or entities acquiring or succeeding to the
assets or capital stock of the Company or the Bank as a result of such
transaction or transactions agrees to be bound by the terms of the Plan so far
as it pertains to options theretofore granted but unexercised and agrees to
assume and perform the obligations of the Company hereunder.

     (b) In the event of a Change in Control of the Company pursuant to which
another person or entity acquires control of the Company (such other person or
entity being the "Successor"), the kind of shares of common stock which shall be
subject to the Plan and to each outstanding option, shall, automatically by
virtue of such Change in Control of the Company, be converted into and replaced
by shares of common stock, or such other class of securities having rights and
preferences no less favorable than common stock of the Successor, and the number
of shares subject to the option and the purchase price per share upon exercise
of the option shall be correspondingly adjusted, so that, by virtue of such
Change in Control of the Company, each optionee shall have the right to purchase
(i) that number of shares of common stock of the Successor which have a fair
market value equal, as of the date of such Change in Control of the Company, to
the fair market value, as of the date of such Change in Control, of the shares
of common stock of the Company theretofore subject to his option, and (ii) for a
purchase price per share which, when multiplied by the number of shares of
common stock of the Successor subject to the option, shall equal the aggregate
exercise price at which the optionee could have acquired all of the shares of
common stock of the Company theretofore optioned to the optionee.

     15. Use of Proceeds. The proceeds received by the Company from the sale of
stock pursuant to the Plan will be used for general corporate purposes.

     16. Investment Representations. Unless the shares subject to an option are
registered under the Securities Act of 1933, each optionee in the stock option
agreement between the Company and the optionee shall agree for himself and his
legal representatives that any and all shares of common stock purchased upon the
exercise of the option shall be acquired for investment and not with a view to,
or for sale in connection with, any distribution thereof. Any share issued
pursuant to an exercise of an option subject to this investment representation
shall bear a legend evidencing such restriction.

     17. Amendment and Discontinuance. The Board of Directors may, at any time,
without the approval of the stockholders of the Company, (except as otherwise
required by applicable law, rule or regulations, including without limitation
any shareholder approval of the safe harbor rule promulgated under the
Securities Exchange Act of 1934) alter, amend, modify, suspend, or discontinue
the Plan, but may not, without the consent of the holder of an option, make any
alteration which would adversely affect an option previously granted under the
Plan or, without the approval of the stockholders of the Company, make any
alteration which would: (a) increase the aggregate number of shares subject to
options under the Plan, except as provided in paragraphs 10(c) and 14; (b)
decrease the minimum option price, except as provided in paragraph 14; (c)
permit any member of the Committee to become eligible for options under the
Plan; (d) withdraw administration of the Plan from the Committee or the Board of
Directors; (e) extend the term of the Plan or the maximum period during which
any option may be exercised;


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(f) change the manner of determining the option price; (g) change the class of
individuals eligible for options under the Plan; or (h) without the consent of
the holder of the option, alter or impair any option previously granted under
the Plan.

     18. Liability. No member of the Board of Directors, the Committee or
officers or employees of the Company or its Subsidiaries shall be personally
liable for any action, omission or determination made in good faith in
connection with the Plan.

     19. Effective Date and Duration. This Plan shall become effective upon its
approval by a majority of the shares of common stock of the Company. Options may
be granted under the Plan for a period of ten (10) years commencing _____, 2000,
the date on which the Board of Directors approved the Plan; provided, however,
that no option may be exercised until the Plan has been approved by the
shareholders of the Company, as provided in the first sentence of this paragraph
19. No options shall be granted after _______, 2010. Upon such date, the Plan
shall expire except as to outstanding options and which options and rights shall
remain in effect until they have been exercised or terminated or have expired.

     20. Miscellaneous.

     (a) The term "Board" or "Board of Directors" used herein shall mean the
Board of Directors of the Company, unless the context clearly requires
otherwise, and to the extent that any powers and discretion vested in the Board
of Directors are delegated to any committee of the Board, the term "Board of
Directors" shall also mean such committee.

     (b) The term "Bank" used herein shall mean Lafayette Community Bank, the
wholly-owned and sole subsidiary of the Company.

     (c) The term "Change in Control of the Company" used herein shall mean (i)
any merger, consolidation or similar transaction which involves the Company or
any Subsidiary and in which persons who are the shareholders of the Company
immediately prior to such transaction own, immediately after such transaction,
shares of the surviving or combined entity which possess voting rights equal to
or less than fifty percent (50%) of the voting rights of all shareholders of
such entity, determined on a fully diluted basis; (ii) any sale, lease,
exchange, transfer or other disposition of all or any substantial part of the
assets of the Company or the Bank; (iii) any tender, exchange, sale or other
disposition (other than dispositions of the stock of the Company of the Bank in
connection with bankruptcy, insolvency, foreclosure, receivership or other
similar transactions) or purchases (other than purchases by the Company or any
Company-sponsored employee benefit plan, or purchases by members of the Board of
Directors of the Company or the Bank) of more than twenty-five percent (25%) of
the common stock of the Company or the Bank; (iv) during any period of two (2)
consecutive years during the term of the Plan specified in paragraph 19,
individuals who at the date of the adoption of the Plan constitute the Board of
Directors of the Company cease for any reason to constitute at least a majority
thereof, unless the election of each director at the beginning of such period
has been approved by directors representing at least a majority of the directors
then in office who were directors on the date of the adoption of the Plan; or
(v) a majority of the Board of Directors or a majority of the shareholders of
the Company approve, adopt, agree to recommend, or accept any agreement,
contract, offer or other arrangement providing for, or any series of
transactions resulting in, any of the transactions described above.
Notwithstanding the foregoing, a Change in Control of the Company shall not
occur as a result of the issuance of stock by the Company in connection with any
private placement offering of its stock or any public offering of its stock.


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                                        LAFAYETTE COMMUNITY BANCORP


                                       By:______________________________
                                          David R. Zimmerman, President

ATTEST:

-----------------------------------
Edward Chosnek, Chairman of the Board