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                        1984 INCENTIVE STOCK OPTION PLAN
                                       OF
                           INDEPENDENT BANCORP, INC.


1.       Purpose of the Plan.

                 This Incentive Stock Option Plan (the "Plan") of Independent
Bancorp, Inc. (the "Company") is intended as an employment incentive, to retain
in the employ of the Company and any Parent or Subsidiary of the Company
(within the meaning of Section 425 (e) or (f) of the Internal Revenue Code of
1954, as amended ("Code"), persons of training, experience and ability, to
attract new employees whose services are considered unusually valuable, to
encourage the sense of proprietorship of such persons, and to stimulate the
active interest of such persons in the development and financial success of the
Company.  It is further intended that options issued pursuant to this Plan
shall constitute incentive stock options within the meaning of Section 422A of
the Code.

2.       Administration of the Plan.

                 The Board of Directors shall appoint and maintain as
administrator of the Plan the Stock Option Committee (the "Committee") which
shall consist of at least three members of the Board of Directors who shall not
have been eligible to participate in the Plan or any other plan of the Company
or its affiliates which entitles participants to acquire stock, stock
appreciation rights or stock options of the Company or its affiliates at any
time within one year prior to appointment and who shall serve at the pleasure
of the Board.  No member of such Committee shall be eligible to receive stock
options under the Plan ("Options") or any other plan of the Company or its
affiliates which entitles participants to acquire stock, stock appreciation
rights or stock options of the Company or its affiliates while serving on the
Committee.  The Committee shall have full power and authority to designate
participants, to determine the terms and provisions of respective option
agreements (which need not be identical) and to interpret the provisions and
supervise the administration of the Plan.  All decisions and selections made by
the Committee pursuant to the provisions of the Plan shall be made by a
majority of its members.  Any decision reduced to writing and signed by all of
the members shall be fully effective as if it had been made by a majority at a
meeting duly held.  The Committee shall have the authority, subject to
shareholder approval, to grant in its discretion to the holder of an
outstanding Option in exchange for the surrender and cancellation of such
Option, a new Option having a purchase price lower than provided in the Option
so surrendered and canceled and containing such other terms and conditions as
the Committee may prescribe in accordance with the provisions of the Plan.  All
Options granted under this Plan are subject to, and may not be exercised
before, the approval of the Plan by the Company's shareholders at the 1985
Annual



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Meeting of  Shareholders and if such approval is not forthcoming, all Options
previously granted shall be void.

3.       Designations of Participants.

                 The persons eligible for participation in the Plan as
recipients of Options shall include only key employees of the Company or of any
Parent or Subsidiary of the Company.  The Directors of the Company shall not be
eligible to participate in the Plan as directors, but Directors otherwise
qualified shall be eligible to participate.  An employee who has been granted
an Option hereunder may be granted an additional Option or Options, if the
Committee shall so determine.  The aggregate fair market value (determined in
accordance with Paragraph 5 of the Plan as of the time the Option is granted)
of the stock (within the meaning of Section 422A(b) (8) of the Code) for which
any optionee may be granted incentive Options in any calendar year (under all
such plans of the Company and any Parent or Subsidiary of the Company) shall
not exceed $100,000 plus any unused limit carryover to such year applicable to
such optionee.  For purposes of this Plan, an "unused limit carryover" shall be
determined under Section 422A(c) (4) of the Code.

4.       Stock Reserved for the Plan.

                 Subject to adjustment as provided in Paragraph 9 hereof, a
total of ten thousand (10,000) shares of Common Stock, $10.00 par value
("Stock") of the Company shall be subject to the Plan.  The shares subject to
the Plan shall consist of unissued shares or previously issued shares
reacquired and held by the Company, or any Parent or Subsidiary of the Company,
and no option shall be granted unless the Company has previously reserved
sufficient shares for sale pursuant to exercise of the option.  Any of such
shares which may remain unsold and which are not subject to outstanding options
at the termination of the Plan shall cease to be reserved for the purpose of
the Plan, but until termination of the Plan the Company shall at all times
reserve a sufficient number of shares to meet the requirements of the Plan.
Should any Option expire or be canceled prior to its exercise in full, the
shares theretofore subject to such Option may again be subjected to an Option
under the Plan.

5.       Option Price.

                 The purchase price of each share placed under Option shall be
l00% of the fair market value of such share on the date the Option is granted.

6.       Option Period.

         (a)     Options granted under this Plan shall terminate and be of no
force and effect with respect to any shares not previously taken up by the
optionee upon the first





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to occur of (i) the expiration of ten years from the date of granting of each
Option or (ii) the expiration of three months after the termination of service
of the optionee for reasons other than death, disability, retirement under a
retirement plan of the Company or any Parent or Subsidiary of the Company, or
other reasons approved in writing by the Committee.

         (b)     If the Company is reorganized, or merged or consolidated with
another corporation while unexercised Options remain outstanding under the
Plan, there shall be substituted for the shares subject to the unexercised
portions of such outstanding Options an appropriate number of shares of each
class of stock or other securities of the reorganized or merged or consolidated
corporation which were distributed to the shareholders of the Company in
respect of such shares such number of shares to be determined in accordance
with the provisions of Section 425 of the Code (or other applicable provisions
of the Code or regulations issued thereunder which may from time to time govern
the treatment of incentive options in such a transaction); provided, however,
that all such Options may be canceled by the Company as of the effective date
of any such reorganization, merger or consolidation or of any dissolution or
liquidation of the Company by giving notice to each holder thereof or his
personal representative of its intention to do so and by permitting the
purchase during the thirty-day period next preceding such effective date of all
of the shares subject to such outstanding Options.

         (c)     "Employment with the Company" as used in this Plan shall
include employment with any Parent or Subsidiary of the Company and Options
granted under this Plan shall not be affected by an employee's transfer of
employment from the Company to a Parent or Subsidiary of the Company, from a
Parent or Subsidiary of the Company to the Company, or between a Parent or
Subsidiary of the Company.

7.       Exercise of Options.

         (a)     The Committee, in granting Options hereunder, shall have
discretion to determine the terms upon which such Options shall be exercisable,
subject to the applicable provisions of the Plan.

         (b)     Options may be exercised solely by the optionee during his
lifetime or after his death by the person or persons entitled thereto under his
will or the laws of descent and distribution.

         (c)     In the event of termination of employment for any reason other
than death or retirement, Options may be exercised only with respect to the
number of shares purchasable at the time of such termination.

         (d)     In the event of the death of the optionee following the date 
of grant and





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while in the employment of the Company or any Parent or Subsidiary of the
Company, and while Options granted hereunder are still in force and unexpired
under the terms of Paragraph 6 hereof, any unmatured installments of the
Options shall be accelerated.  Such acceleration shall be effective as of the
date of death.  The Options outstanding in the name of a deceased optionee
shall thereupon be exercisable in full.

         (e)     In the event the optionee terminates his employment because of
retirement under any retirement plan of the Company or of any Parent or
Subsidiary of the Company while Options granted hereunder are still in force
and unexpired under the terms of Paragraph 6 hereof, the Committee shall have
discretion to permit any unmatured installments of the Options to be
accelerated as of the date of retirement and the Options shall thereupon be
exercisable in full.

         (f)     The purchase price of the shares as to which an Option is
exercised shall be paid in full at the time of the exercise.  Such purchase
price shall be payable in cash, or, if the Option Agreement so provides, at the
option of the holder of such Option, in Stock theretofore owned by such holder
(or any combination of cash and such Stock).  For purposes of determining the
amount, if any, of the purchase price satisfied by payment in Stock, such Stock
shall be valued at its fair market value on the date of exercise.  Any Stock
delivered in satisfaction of all or a portion of the purchase price shall be
appropriately endorsed for transfer and assignment to the Company.  No holder
of an Option shall be, or have any of the rights or privileges of, a
shareholder of the Company in respect of any shares purchasable upon the
exercise of any part of an Option unless and until certificates representing
such shares shall have been issued by the Company to such holders.

         (g)     No incentive Option (for purposes of this Paragraph 7 (g)
called New Option) shall be exercisable while there is outstanding any
incentive stock option (as defined in Section 422A of the Code) which incentive
stock option was granted, before the granting of the New Option to the optionee
to whom the New Option is granted, to purchase stock (within the meaning of
Section 422A (b) (7) of the Code), in the Company or a Parent or Subsidiary of
the Company, determined at the time the New Option is granted, or is a
predecessor corporation of the Company or such Parent or Subsidiary of the
Company.  For purposes of this Paragraph 7 (g) an incentive stock option shall
be treated as outstanding until it has been exercised in full or expires by
reason of the lapse of time.

         (h)     The option agreement evidencing any Options granted under this
Plan shall provide that if the Optionee makes a disposition, within the meaning
of Section 425 (c) of the Code, and regulations promulgated thereunder, of any
share or shares of stock issued to him pursuant to his exercise of an Option
granted under the Plan within the two-year period commencing on the day after
the date of the grant of such Option or within a one-year period commencing on
the day after the date of transfer of the





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share or shares to him pursuant to the exercise of such option, he shall,
within ten (10) days of such disposition, notify the Company thereof and
immediately deliver to the Company any amount of federal income tax withholding
required by law.

8.       Assignability.

                 No Option shall be assignable or otherwise transferable except
by will or the laws of descent and distribution.

9.       Capital Change of the Company.

                 If the outstanding shares of Stock shall at any time be
changed or exchanged by declaration of a stock dividend, split-up, combination
of shares, or recapitalization, the number and kind of shares subject to this
Plan or subject to any Options theretofore granted, and the Option Prices,
shall be appropriately and equitably adjusted so as to maintain the
proportionate number of shares without changing the aggregate Option Price;
provided, however, no adjustment shall be made by reason of the distribution of
subscription rights on outstanding stock.

10.      Purchase for Investment.

                 Unless the options and shares covered by the Plan have been
registered under the Securities Act of 1933, as amended, or the Company has
determined that such registration is unnecessary under regulations promulgated
thereunder by any banking regulatory agency, each person exercising an Option
under the Plan may be required by the Company to give a representation in
writing that he is acquiring such shares for his own account for investment and
not with a view to, or for sale in connection with, the distribution of any
part thereof.

11.      Taxes.

                 The Company may make such provisions as it may deem
appropriate for the withholding of any taxes which it determines is required in
connection with any Options granted under the Plan.

12.      Effective Date of Plan.

                 The Plan, shall be effective as of August 1, 1984.

13.      Amendments or Termination.

                 The Board of Directors may amend, alter or discontinue the
Plan, except that no amendment or alteration shall be made which would impair
the rights of any





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participant under any Option theretofore granted, without his consent, and
except that no amendment or alteration shall be made which, without the
approval of the shareholders, would:

                 (a) Increase the total number of shares reserved for the
purposes of the Plan, except as is provided in Paragraph 9, or decrease the
Option Price provided for in Paragraph 5, or change the class of employees
eligible to participate in the Plan as provided in Paragraph 3; or

                 (b) Extend the option period provided for in Paragraph 6; or

                 (c) Materially increase the benefits accruing to participants
under the Plan; or

                 (d) Materially modify the requirements as to eligibility for
participation in the Plan.

14.      Government Regulations.

                 The Plan, and the granting and exercise of Options thereunder,
and the obligation of the Company to sell and deliver shares under such
Options, shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.





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