HARBOR FEDERAL BANCORP, INC.
                   1999 STOCK INCENTIVE PLAN


     1. PURPOSE OF THE PLAN.

     The purpose of this Plan is to advance the interests of the
Company through providing select key Employees and Directors of
the Bank, the Company, and their Affiliates with the opportunity
to receive Options, SARs, and Deferred Shares.  By encouraging
stock ownership through these awards, the Company seeks to
attract, retain and motivate the best available personnel for
positions of substantial responsibility and to provide
additional incentives to Directors and key Employees of the
Company or any Affiliate to promote the success of the business.
It is intended that options issued pursuant to this Plan may
constitute either ISOs or Non-ISOs as defined below.

     2. DEFINITIONS.

     As used herein, the following definitions shall apply.

     (a) "Affiliate" shall mean any "parent corporation" or
"subsidiary corporation" of the Company, as such terms are
defined in Section 424(e) and (f), respectively, of  the Code.

     (b) "Agreement" shall mean a written agreement entered into
in accordance with Paragraph 5(c).

     (c) "Awards" shall mean, collectively, Options, SARs, and
Deferred Shares.

     (d) "Bank" shall mean Harbor Federal Savings Bank.

     (e) "Board" shall mean the Board of Directors of the
Company.

     (f) "Change in Control" shall mean any one of the following
events: (1) the acquisition of ownership, holding or power to
vote more than 25% of the Bank's or the Company's voting stock,
(2) the acquisition of the ability to control the election of a
majority of the Bank's or the Company's directors, (3) the
acquisition of a controlling influence over the management or
policies of the Bank or the Company by any person or by persons
acting as a "group" (within the meaning of Section 13(d) of the
Securities Exchange Act of 1934), or (4) during any period of
two consecutive years, individuals (the "Continuing Directors")
who at the beginning of such period constitute the Board of
Directors of the Company or the Bank (the "Existing Board")
cease for any reason to constitute at least two-thirds thereof,
provided that any individual whose election or nomination for
election as a member of the Existing Board was approved by a
vote of at least two-thirds of the Continuing Directors then in
office shall be considered a Continuing Director.  In the case
of subsections (1), (2), and (3) above, ownership or control of
the Bank by the Company itself shall not constitute a "Change in
Control."  For purposes of defining Change in Control, the term
"person" refers to an individual or a corporation, partnership,
trust, association, joint venture, pool, syndicate, sole
proprietorship,

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unincorporated organization or any other form of entity not
specifically listed herein.  The decision of the Committee as to
whether a Change in Control has occurred shall be conclusive and
binding.

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

     (h) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with Paragraph 5(a) hereof;
provided that the Board may act in lieu of the Committee with
respect to any matter as to which the Committee may act.

     (i) "Common Stock" shall mean the common stock of the
Company.

     (j) "Company" shall mean Harbor Federal Bancorp, Inc.

     (k) "Continuous Service" shall mean the absence of any
interruption or termination of service as an Employee or
Director of the Company or an Affiliate.  Continuous Service
shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the
Company, in the case of transfers between payroll locations of
the Company or between the Company, an Affiliate or a successor,
or in the case of a Director's performance of services in an
emeritus or advisory capacity.

     (l) "Deferred Shares" shall mean Shares that the Company
has credited, pursuant to Paragraph 10 hereof, to a deferred
compensation account in the name of a Participant.

     (m) "Director" shall mean any member of the Board, and any
member of the board of directors of any Affiliate that the Board
has by resolution designated as being eligible for participation
in this Plan.

     (n) "Disability" shall mean a physical or mental condition,
which in the sole and absolute discretion of the Committee, is
reasonably expected to be of indefinite duration and to
substantially prevent a Participant from fulfilling his or her
duties or responsibilities to the Company or an Affiliate.

     (o) "Effective Date" shall mean the date specified in
Paragraph 14 hereof.

     (p) "Employee" shall mean any person employed by the
Company, the Bank, or an Affiliate.

     (q) "Exercise Price" shall mean the price per Optioned
Share at which an Option may be exercised.

     (r) "ISO" means an option to purchase Common Stock which
meets the requirements set forth in the Plan, and which is
intended to be and is identified as an "incentive stock option"
within the meaning of Section 422 of the Code.

     (s) "Market Value" shall mean the fair market value of the
Common Stock, as determined under Paragraph 7(b) hereof.

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     (t) "Non-Employee Director" shall have the meaning provided
in Rule 16b-3.

     (u) "Non-ISO" means an option to purchase Common Stock
which meets the requirements set forth in the Plan but which is
not intended to be and is not identified as an ISO.

     (v) "Option" means an ISO and/or a Non-ISO.

     (w) "Optioned Shares" shall mean Shares subject to an Award
granted pursuant to this Plan.

     (x) "Participant" shall mean any person who receives an
Option, SAR, or Deferred Shares pursuant to the Plan.

     (y) "Plan" shall mean The Peoples BancTrust Company, Inc.
1999 Stock Option Plan.

     (z) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as
amended.

     (aa) "Share" shall mean one share of Common Stock.

     (bb) "SAR" (or "Stock Appreciation Right") shall mean a
right to receive the appreciation in value, or a portion of the
appreciation in value, of a specified number of shares of Common
Stock.

     3.   TERM OF THE PLAN AND AWARDS.

     (a) Term of the Plan.  The Plan shall continue in effect
for a term of ten years from the Effective Date, unless sooner
terminated pursuant to Paragraph 16 hereof.  No Option shall be
granted under the Plan after ten years from the Effective Date.

     (b) Term of Options.  The term of each Option granted under
the Plan shall be established by the Committee, but shall not
exceed 10 years; provided, however, that in the case of an
Employee who owns Shares representing more than 10% of the
outstanding Common Stock at the time an ISO is granted, the term
of such ISO shall not exceed five years.

     4.   Shares Subject to the Plan.

     Except as otherwise required under Paragraph 11, the
aggregate number of Shares deliverable pursuant to the Plan
shall not exceed 170,000 Shares.  Such Shares may either be
authorized but unissued Shares, Shares held in treasury, or
Shares held in a grantor trust created by the Company.  If any
Awards should expire, become unexercisable, or be forfeited for
any reason without having resulted in the issuance of Shares to
Participants, the Optioned Shares shall, unless the Plan shall
have been terminated, be available for the grant of additional
Awards under the Plan.

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     5.  ADMINISTRATION OF THE PLAN.

     (a)  Composition of the Committee.  The Plan shall be
administered by the Committee, appointed by the Board,
consisting of at least two members of the Board who are
Non-Employee Directors.  Members of the Committee shall serve at
the pleasure of the Board.  In the absence at any time of a duly
appointed Committee, the Plan shall be administered by those
members of the Board who are Non-Employee Directors.

     (b)  Powers of the Committee.  Except as limited by the
express provisions of the Plan or by resolutions adopted by the
Board, the Committee shall have sole and complete authority and
discretion (i) to select Participants and grant Awards, (ii) to
determine the form and content of Awards to be issued in the
form of Agreements under the Plan, (iii) to interpret the Plan,
(iv) to prescribe, amend and rescind rules and regulations
relating to the Plan, and (v) to make other determinations
necessary or advisable for the administration of the Plan.  The
Committee shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to
time.  A majority of the entire Committee shall constitute a
quorum and the action of a majority of the members present at
any meeting at which a quorum is present, or acts approved in
writing by a majority of the Committee without a meeting, shall
be deemed the action of the Committee.

     (c)  Agreement.  Each Award shall be evidenced by a written
agreement containing such provisions as may be approved by the
Committee.  Each such Agreement shall constitute a binding
contract between the Company and the Participant, and every
Participant, upon acceptance of such Agreement, shall be bound
by the terms and restrictions of the Plan and of such Agreement.
The terms of each such Agreement shall be in accordance with the
Plan, but each Agreement may include such 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, the
Committee shall set forth in each Agreement (i) the Exercise
Price of each Option or SAR, (ii) the number of Shares subject
to, and the expiration date of, each Award, (iii) the manner,
time and rate (cumulative or otherwise) of exercise or vesting
of such Award, and (iv) the restrictions, if any, to be placed
upon such Award, or upon Shares which may be issued pursuant to
such Award.

     The Chairman of the Committee and such other Directors and
officers as shall be designated by the Committee are hereby
authorized to execute Agreements on behalf of the Company and to
cause them to be delivered to the recipients of Awards.

     (d)  Effect of the Committee's Decisions.  All decisions,
determinations and interpretations of the Committee shall be
final and conclusive on all persons affected thereby.

     (e)  Indemnification.  In addition to such other rights of
indemnification as they may have, the members of the Committee
shall be indemnified by the Company in connection with any
claim, action, suit or proceeding relating to any action taken
or failure to act under or in connection with the Plan or any
Award granted hereunder to the full extent provided for under
the Company's governing instruments with respect to the
indemnification of Directors.

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     6. GRANT OF AWARDS.

     (a)  General Rule.  The Committee shall have the discretion
to make discretionary grants of Awards to Employees and
Directors, including members of the Committee.

     (b)  Special Rules for ISOs.  The aggregate Market Value,
as of the date the Option is granted, of the Shares with respect
to which ISOs are exercisable for the first time by an Employee
during any calendar year (under all incentive stock option
plans, as defined in Section 422 of the Code, of the Company or
any present or future Affiliate of the Company) shall not exceed
$100,000.  Notwithstanding the foregoing, the Committee may
grant Options in excess of the foregoing limitations, in which
case such Options granted in excess of such limitation shall be
Options which are Non-ISOs.

     7.  EXERCISE PRICE FOR OPTIONS.

     (a)  Limits on Committee Discretion.  The Exercise Price as
to any particular Option shall not be less than 100% of the
Market Value of the Optioned Shares on the date of grant.  In
the case of an Employee who owns Shares representing more than
10% of the Company's outstanding Shares of Common Stock at the
time an ISO is granted, the Exercise Price shall not be less
than 110% of the Market Value of the Optioned Shares at the time
the ISO is granted.

     (b)  Standards for Determining Exercise Price.  If the
Common Stock is listed on a national securities exchange,
including the Nasdaq National Market System, on the date in
question, then the Market Value per Share shall be the average
of the highest and lowest selling price on such exchange on such
date, or if there were no sales on such date, then the Exercise
Price shall be the mean between the bid and asked price on such
date.  If the Common Stock is traded otherwise than on a
national securities exchange on the date in question, then the
Market Value per Share shall be the mean between the bid and
asked price on such date, or, if there is no bid and asked price
on such date, then on the next prior business day on which there
was a bid and asked price.  If no such bid and asked price is
available, then the Market Value per Share shall be its fair
market value as determined by the Committee, in its sole and
absolute discretion.

     8.  EXERCISE OF OPTIONS.

     (a)  Conditions for Exercise.  Any Option granted hereunder
shall be exercisable at such times and under such conditions as
the Committee shall specify in the Agreement granting the Option
to the Optionee.

     (b)  Procedure for Exercise. A Participant may exercise an
Option, subject to provisions relative to its termination and
limitations on its exercise, only by (1) written notice of
intent to exercise the Option with respect to a specified number
of Shares, and (2) payment to the Company (contemporaneously
with delivery of such notice) in cash, in Common Stock, or a
combination of cash and Common Stock, of the amount of the
Exercise Price for the number of Shares with respect to which
the Option is then being exercised.  Each such notice, and
payment where required, shall be delivered, or mailed by prepaid
registered or certified mail, addressed to

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the Treasurer of the Company at its executive offices.  Common
Stock utilized in full or partial payment of the Exercise Price
for Options shall be valued at its Market Value at the date of
exercise and have been held for at least six months.  An Option
may not be exercised for a fractional Share.

     (c)  Period of Exercisability.  Except to the extent
otherwise provided in the terms of an Agreement, an Option may
be exercised by a Participant only during his Continuous
Service, or within one year after termination of such Continuous
Service (but not later than the date on which the Option would
otherwise expire), except if the Participant's Continuous
Service terminates by reason of -

          (1) "Just Cause" which for purposes hereof shall have
     the meaning set forth in any unexpired employment or
     severance agreement between the Participant and the Bank
     and/or the Company (and, in the absence of any such
     agreement, shall mean termination because of the
     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 final
     cease-and-desist order), then the Participant's rights to
     exercise such Option shall expire on the date of such
     termination;

          (2) death, then to the extent that the Participant
     would have been entitled to exercise the Option immediately
     prior to his death, such Option of the deceased Participant
     may be exercised within two years from the date of his
     death, but not later than the date on which the Option
     would otherwise expire, by the personal representatives of
     his estate or person or persons to whom his rights under
     such Option shall have passed by will or by laws of descent
     and distribution.

     (d)  Effect of the  Committee's Decisions.  The Committee's
determination whether a Participant's Continuous Service has
ceased, and the effective date thereof, shall be final and
conclusive on all persons affected thereby.

     (e)  Mandatory Six-Month Holding Period.  Notwithstanding
any other provision of this Plan to the contrary, Common Stock
that is purchased upon exercise of an Option may not be sold
within the six-month period following the grant date of that
Option, except in the event of the Participant's death or
Disability, or such other event as the Board may specifically
deem appropriate.

     9. SARS (STOCK APPRECIATION RIGHTS).

     (a)  Granting of SARs.  In its sole discretion, the
Committee may from time to time grant SARs to Employees or
Directors either in conjunction with, or independently of, any
Options granted under the Plan.  An SAR granted in conjunction
with an Option may be an alternative right wherein the exercise
of the Option terminates the SAR to the extent of the number of
shares purchased upon exercise of the Option and,
correspondingly, the exercise of the SAR terminates the Option
to the extent of the number of Shares with respect to which the

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SAR is exercised.  Alternatively, an SAR granted in conjunction
with an Option may be an additional right wherein both the SAR
and the Option may be exercised.  An SAR may not be granted in
conjunction with an ISO under circumstances in which the
exercise of the SAR affects the right to exercise the ISO or
vice versa, unless the SAR, by its terms, meets all of the
following requirements:  (1) the SAR will expire no later than
the ISO; (2) the SAR may be for no more than the difference
between the Exercise Price of the ISO and the Market Value of
the Shares subject to the ISO at the time the SAR is exercised;
(3) the SAR is transferable only when the ISO is transferable,
and under the same conditions; (4) the SAR may be exercised only
when the ISO may be exercised; and (5) the SAR may be exercised
only when the Market Value of the Shares subject to the ISO
exceeds the Exercise Price of the ISO.

     (b)  Exercise Price.  The Exercise Price as to any
particular SAR shall not be less than the Market Value of the
Optioned Shares on the date of grant.

     (c)  Timing of Exercise.  The provisions of Paragraph 8(b)
regarding the period of exercisability of Options are
incorporated by reference herein, and shall determine the period
of exercisability of SARs.

     (d)  Exercise of SARs.  An SAR granted hereunder shall be
exercisable at such times and under such conditions as shall be
permissible under the terms of the Plan and of the Agreement
granted to a Participant, provided that an SAR may not be
exercised for a fractional Share.  Upon exercise of an SAR, the
Participant shall be entitled to receive, without payment to the
Company except for applicable withholding taxes, an amount equal
to the excess of (or, in the discretion of the Committee if
provided in the Agreement, a portion of) the excess of the then
aggregate Market Value of the number of Optioned Shares with
respect to which the Participant exercises the SAR, over the
aggregate Exercise Price of such number of Optioned Shares.
This amount shall be payable by the Company, at the discretion
of the Committee, in cash or in Shares valued at the then Market
Value thereof, or any combination thereof.

     (e)  Procedure for Exercising SARs.  To the extent not
inconsistent herewith, the provisions of Paragraph 8(a) as to
the procedure for exercising Options are incorporated by
reference, and shall determine the procedure for exercising
SARs.

     10. DEFERRED SHARE CREDITS.

     (a) Annual Awards.  The Committee shall have the discretion
to make discretionary awards of Deferred Shares to the accounts
of Employees and Directors (including members of the Committee).
On the last day of each fiscal year of the Company, the
Committee shall credit 300 Deferred Shares to the account of
each Director who has not accrued benefits during the fiscal
year under either the Harbor Federal Savings Bank Retirement
Plan for Non-Employee Directors or the Harbor Federal Savings
Bank Supplemental Executive Retirement Agreement.

     (b) Credit for Benefits under Certain Plans.  Each Employee
or Director who has accrued benefits under the Bank's Retirement
Plan for Non-Employee Directors, or the Supplemental Executive
Retirement Agreement may elect, at any time, to cancel his
rights to all or a whole percentage of those benefits, and in
consideration to receive a credit under this Plan

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for a number of Deferred Shares that have a value on that date
equal to the benefits being cancelled.

     (c) Elections to Defer.  The Committee may permit any
Participant who is a member of a select group of management or
highly compensated employees, within the meaning of the
Employees' Retirement Income Security Act of 1973, to
irrevocably elect to forego the receipt of cash compensation and
in lieu thereof to have the Company credit an equal value of
Deferred Shares to an account payable to the Participant.

     (d) Vesting.  All Deferred Shares shall be 100% vested,
unless an Agreement specifically provides to the contrary.

     (e) Cash Earnings on Deferred Shares.  On the last day of
each fiscal year of the Company, the Committee shall credit to
each Participant's account Deferred Shares having a value equal
to the sum of any cash dividends paid on Deferred Shares during
the year.  The Trustees shall hold each Participant's Deferred
Shares and deferred earnings until distribution is required
pursuant to subparagraph (f) hereof.

     (f) Distributions of Deferred Shares and Earnings.  The
Trustee shall distribute a Participant's Deferred Shares and
deferred earnings in five substantially equal annual
installments that are paid before the last day of each of the
five fiscal years of the Company that end after the date on
which the Participant's Continuous Service terminates, unless
the Committee has accepted the form attached hereto as Exhibit
"A" (the "Distribution Election Form"), in which case
distributions shall be made in accordance with the method
selected on the form.  Acceptance by the Committee shall be
presumed to occur on delivery of a Distribution Election Form to
the Committee, unless (i) the Committee returns it within five
business days, with a written notice that sets forth the reasons
for its rejection, or (ii) the Participant delivers the
Distribution Election Form to the Committee either within 90
days of a Change in Control or within one year of the date on
which the Participant's Continuous Service terminates prior to a
Change in Control for any reason other than the Participant's
death.

     (g) Hardship Withdrawals.  Notwithstanding any other
provision of the Plan or a Participant's Distribution Election
Form, in the event the Participant suffers an unforeseeable
hardship within the contemplation of this paragraph, the
Participant may apply to the Committee for an immediate
distribution of all or a portion of his Deferred Shares.  The
hardship must result from a sudden and unexpected illness or
accident of the Participant or a dependent of the Participant,
casualty loss of property, or other similar conditions beyond
the control of the Participant.  Examples of purposes which are
not considered hardships include post-secondary school expenses
or the desire to purchase a residence.  In no event will a
distribution be made to the extent the hardship could be
relieved through reimbursement or compensation by insurance or
otherwise, or by liquidation of the Participant's nonessential
assets to the extent such liquidation would not itself cause a
severe financial hardship.  The amount of any distribution
hereunder shall be limited to the amount necessary to relieve
the Participant's financial hardship.  The determination of
whether a Participant has a qualifying hardship and the amount
which qualifies for distribution, if any, shall be made by the
Committee in its sole discretion.  The

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Committee may require evidence of the purpose and amount of the
need, and may establish such application or other procedures as
it deems appropriate.

     (h) Rights to Deferred Shares and Earnings.  A Participant
may not assign his or her claim to Deferred Shares and
associated earnings during his or her lifetime.  A Participant's
right to Deferred Shares and associated earnings shall at all
times constitute an unsecured promise of the Company to pay
benefits as they come due.  The right of the Participant or his
or her beneficiary to receive benefits hereunder shall be solely
an unsecured claim against the general assets of the Company.
Neither the Participant nor his or her beneficiary shall have
any claim against or rights in any specific assets or other fund
of the Company.

     11. CHANGE IN CONTROL; EFFECT OF CHANGES IN COMMON STOCK
SUBJECT TO THE PLAN.

     (a)  Change in Control.  Upon a Change in Control (or, if
earlier, the execution of an agreement to effect a Change in
Control), all Options and SARs shall become fully exercisable,
notwithstanding any other provision of the Plan or any
Agreement.

     (b)  Recapitalizations; Stock Splits, Etc.  The number and
kind of Shares reserved for issuance under the Plan, and the
number and kind of Shares subject to outstanding Awards, and the
Exercise Price for Options and SARs, shall be proportionately
adjusted for any increase, decrease, change or exchange of
Shares for a different number or kind of shares or other
securities of the Company which results from a merger,
consolidation, recapitalization, reorganization,
reclassification, stock dividend, split-up, combination of
shares, or similar event in which the number or kind of shares
is changed without the receipt or payment of consideration by
the Company.

     (c)  Transactions in which the Company is Not the Surviving
Entity.  In the event of (i) the liquidation or dissolution of
the Company, (ii) a merger or consolidation in which the Company
is not the surviving entity, or (iii) the sale or disposition of
all or substantially all of the Company's assets (any of the
foregoing to be referred to herein as a "Transaction"), all
Deferred Shares and all outstanding Options and SARs, together
with the Exercise Prices thereof, shall be equitably adjusted
for any change or exchange of Shares for a different number or
kind of shares or other securities which results from the
Transaction.

     (d)  Special Rule for ISOs.  Any adjustment made pursuant
to subparagraphs (a) or (b) hereof shall be made in such a
manner as not to constitute a modification, within the meaning
of Section 424(h) of the Code, of outstanding ISOs, unless a
Participant has consented in writing to the change.

     (e)  Conditions and Restrictions on New, Additional, or
Different Shares or Securities.  If, by reason of any adjustment
made pursuant to this Paragraph, a Participant becomes entitled
to new, additional, or different shares of stock or securities,
such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and
restrictions which were applicable to the Deferred Shares and
Optioned Shares before the adjustment was made.

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     (f)  Other Issuances.  Except as expressly provided in this
Paragraph, the issuance by the Company or an Affiliate of shares
of stock of any class, or of securities convertible into Shares
or stock of another class, for cash or property or for labor or
services either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, shall not affect, and no
adjustment shall be made with respect to, the number, class, or
Exercise Price of Shares then subject to Awards or reserved for
issuance under the Plan.

     12. NON-TRANSFERABILITY.

     Awards may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or
by the laws of descent and distribution.  Notwithstanding the
foregoing, or any other provision of this Plan, a Participant
who holds SARs or Options may transfer such SARs or Options (but
not ISOs) to his or her spouse, lineal ascendants, lineal
descendants, or to a duly established trust for the benefit of
one or more of these individuals.  SARs and Options so
transferred may thereafter be transferred only to the
Participant who originally received the grant or to an
individual or trust to whom the Participant could have initially
transferred the SARs or Options pursuant to this Paragraph.
SARs and Options which are transferred pursuant to this
Paragraph shall be exercisable by the transferee according to
the same terms and conditions as applied to the Participant.

     13. TIME OF GRANTING OPTIONS.

     The date of grant of an Option or SAR shall, for all
purposes, be the date on which the Committee makes the
determination of granting such Option.  Notice of the
determination shall be given to each Participant to whom an
Option is so granted within a reasonable time after the date of
such grant.

     14. EFFECTIVE DATE.

     The Plan shall become effective May 24, 1999, but its
effectiveness and the effectiveness of any Awards shall be
contingent upon the Plan's approval by a favorable vote of
stockholders owning at least a majority of the total votes cast
at a duly called meeting of the Company's stockholders held in
accordance with applicable laws.

     15. MODIFICATION OF AWARDS.

     At any time, and from time to time, the Board may authorize
the Committee to direct execution of an instrument providing for
the modification of any outstanding Award, provided no such
modification shall confer on the holder of said Award any right
or benefit which could not be conferred on him by the grant of a
new Award at such time, or impair the Award without the consent
of the holder of the Award.

     16. AMENDMENT AND TERMINATION OF THE PLAN.

     The Board may from time to time amend the terms of the Plan
and, with respect to any Shares at the time not subject to
outstanding Awards, suspend or terminate the Plan.  No

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amendment, suspension or termination of the Plan shall, without
the consent of any affected holders of an Award, alter or impair
any rights or obligations under any Award theretofore granted.

     17. CONDITIONS UPON ISSUANCE OF SHARES.

     (a)  Compliance with Securities Laws.  Shares of Common
Stock shall not be issued pursuant to any provision of this Plan
unless the issuance and delivery of such Shares shall comply
with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder, any applicable state
securities law, and the requirements of any stock exchange upon
which the Shares may then be listed.

     (b)  Special Circumstances.  The inability of the Company
to obtain approval from any regulatory body or authority deemed
by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder shall relieve the Company of
any liability in respect of the non-issuance or sale of such
Shares.  As a condition to the exercise of an Option or SAR, the
Company may require the person exercising the Option or SAR to
make such representations and warranties as may be necessary to
assure the availability of an exemption from the registration
requirements of federal or state securities law.

     (c)  Committee Discretion.  The Committee shall have the
discretionary authority to impose in Agreements such
restrictions on Shares as it may deem appropriate or desirable,
including but not limited to the authority to impose a right of
first refusal, or to establish repurchase rights, or to pay a
Participant the in-the-money value of his Award in consideration
for its cancellation, or all of these restrictions.

     18. RESERVATION OF SHARES.

     The Company, during the term of the Plan, will reserve and
keep available a number of Shares sufficient to satisfy the
requirements of the Plan.

     19. WITHHOLDING TAX.

     The Company's obligation to deliver Shares pursuant to the
Plan shall be subject to the Participant's satisfaction of all
applicable federal, state and local income and employment tax
withholding obligations.  The Committee, in its discretion, may
permit the Participant to satisfy the obligation, in whole or in
part, by irrevocably electing to have the Company withhold
Shares, or to deliver to the Company Shares that he already
owns, having a value equal to the amount required to be
withheld.  The value of the Shares to be withheld, or delivered
to the Company, shall be based on the Market Value of the Shares
on the date the amount of tax to be withheld is to be
determined.  As an alternative, the Company may retain, or sell
without notice, a number of such Shares sufficient to cover the
amount required to be withheld.

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     20. NO EMPLOYMENT OR OTHER RIGHTS.

     In no event shall an Employee's or Director's eligibility
to participate or participation in the Plan create or be deemed
to create any legal or equitable right of the Employee,
Director, or any other party to continue service with the
Company, the Bank, or any Affiliate of such corporations.  No
Employee or Director shall have a right to be granted an Award
or, having received an Award, the right to again be granted an
Award.  However, an Employee or Director who has been granted an
Award may, if otherwise eligible, be granted an additional Award
or Awards.

     21. GOVERNING LAW.

     The Plan shall be governed by and construed in accordance
with the laws of the State of Maryland, except to the extent
that federal law shall be deemed to apply.


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