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                                                                    Exhibit 10.5
                                                           

                              IFB HOLDINGS, INC.

                     1997 STOCK OPTION AND INCENTIVE PLAN


     1.  Plan Purpose.

         The purpose of the Plan is to promote the long-term interests of the
Corporation and its stockholders by providing a means for attracting and
retaining directors, advisory directors, officers and employees of the
Corporation and its Affiliates.  It is intended that designated Options granted
pursuant to the provisions of this Plan to persons employed by the Corporation
or its Affiliates will qualify as Incentive Stock Options.  Options granted to
persons who are not employees will be Non-Qualified Stock Options.

     2.  Definitions.

         The following definitions are applicable to the Plan:

         "Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Corporation, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.

         "Award" - means the grant of an Incentive Stock Option, a Non-Qualified
Stock Option, a Stock Appreciation Right, a Limited Stock Appreciation Right, or
any combination thereof, as provided in the Plan.

         "Bank" - means Investors Federal Bank, National Association, and any
successor entity.

         "Board"  or "Board of Directors"- means the board of directors of the
Corporation or its Affiliate, as applicable.

         "Change in Control" of the Bank or the Corporation means a change in
control 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 Bank or the
Corporation within the meaning of the Bank Holding Company Act of 1956, as
amended ("BHCA"), and applicable rules and regulations promulgated thereunder,
as in effect at the time of the Change in Control; 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 securities of the Corporation
representing 25% or more of the combined voting power of Corporation's
outstanding securities except for any securities purchased by the Bank's
employee stock ownership plan or trust; 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, however,  that this subsection
(b) shall not apply if the Incumbent Board is replaced by the appointment by a
Federal banking agency of a conservator or receiver for the Bank and, provided
further that any person becoming a director subsequent to the date hereof whose
election was approved by a vote of at least two-thirds of the directors
comprising the Incumbent Board, or whose nomination for election by the
Corporation's stockholders was approved by the same nominating committee serving
under an Incumbent Board, 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 Bank or the Corporation or similar transaction in which the Bank
or Corporation is not the surviving institution occurs; or (d) a proxy statement
soliciting proxies from stockholders of the Corporation, by someone other than
the current management of the Corporation, seeking stockholder approval of a
plan of reorganization, merger or consolidation of the Corporation or Bank or
similar transaction 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 to be exchanged for or converted into cash or property or
securities not issued by the Bank or Corporation shall be distributed and the
requisite number of proxies approving such plan of reorganization, merger or
consolidation of the Corporation or Bank are received and voted in favor of such
transactions; or (e) a tender offer is made for 25% or more of the outstanding
securities of the Bank or Corporation and the shareholders owning beneficially
or of record 25% or more of the outstanding securities of the Bank or
Corporation have tendered or 
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offered to sell their shares pursuant to such tender offer and such tendered
shares have been accepted by the tender offeror.

         "Code" - means the Internal Revenue Code of 1986, as amended.

         "Committee" - means the Committee referred to in Section 3 hereof.

         "Continuous Service" - means the absence of any interruption or
termination of service as a director, advisory director, officer or employee of
the Corporation or an Affiliate, except that when used with respect to persons
granted an Incentive Option means the absence of any interruption or termination
of service as an employee of the Corporation or an Affiliate.  Service shall not
be considered interrupted in the case of sick leave, military leave or any other
leave of absence approved by the Corporation or in the case of transfers between
payroll locations of the Corporation or between the Corporation, its parent, its
subsidiaries or its successor.  With respect to any advisory director,
continuous service shall mean availability to perform such functions as may be
required of such persons.

         "Corporation" - means IFB Holdings, Inc., a Delaware corporation.

         "Disability" - means the permanent and total inability by reason of
mental or physical infirmity, or both, of an employee to perform the work
customarily assigned to him.  Additionally, a medical doctor selected or
approved by the Board must advise the committee that it is either not possible
to determine when such Disability will terminate or that it appears probable
that such Disability will be permanent during the remainder of said
Participant's lifetime.

         "Employee" - means any person, including an officer or director, who is
employed by the Corporation or any Affiliate.

         "ERISA" - means the Employee Retirement Income Security Act of 1974, as
amended.

         "Exercise Price" - means (i) in the case of an Option, the price per
Share at which the Shares subject to such Option may be purchased upon exercise
of such Option and (ii) in the case of a Right, the price per Share (other than
the Market Value per Share on the date of exercise and the Offer Price per Share
as defined in Section 10 hereof) which, upon grant, the Committee determines
shall be utilized in calculating the aggregate value which a Participant shall
be entitled to receive pursuant to Sections 9, 10 or 12 hereof upon exercise of
such Right.

         "Incentive Stock Option" - means an option to purchase Shares granted
by the Committee pursuant to Section 6 hereof which is subject to the
limitations and restrictions of Section 8 hereof and is intended to qualify
under Section 422 of the Code.

         "Limited Stock Appreciation Right" - means a stock appreciation right
with respect to Shares granted by the Committee pursuant to Sections 6 and 10
hereof.

         "Market Value" - means the average of the high and low quoted sales
price on the date in question (or, if there is no reported sale on such date, on
the last preceding date on which any reported sale occurred) of a Share on the
Composite Tape for the New York Stock Exchange-Listed Stocks, or, if on such
date the Shares are not quoted on the Composite Tape, on the New York Stock
Exchange, or, if the Shares are not listed or admitted to trading on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which the Shares are listed or admitted
to trading, or, if the Shares are not listed or admitted to trading on any such
exchange, the mean between the closing high bid and low asked quotations with
respect to a Share on such date on the NASDAQ System, or any similar system then
in use, or, if no such quotations are available, the fair market value on such
date of a Share as the Committee shall reasonably determine.

         "Non-Employee Director" - means a Director who (a) is not employed by
the Corporation or an Affiliate; (b) does not receive compensation directly or
indirectly as a consultant (or in any other capacity than as a director) greater
than $60,000; (c) does not have an interest in a transaction requiring
disclosure under Item 404(a) of Regulation



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S-K; or (d) is not engaged in a business relationship for which disclosure would
be required pursuant to Item 404(b) of Regulation S-K.

         "Non-Qualified Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof to (i) a Director who is
not an employee of the Corporation or Affiliate or (ii) to any other Participant
and such Option is either (A) not designated by the Committee as an Incentive
Stock Option, or (B) fails to satisfy the requirements of an Incentive Stock
Option as set forth in Section 422 of the Code and the regulations thereunder.

         "Normal Retirement" means retirement after reaching 65 years of age.
 
         "Option" - means an Incentive Stock Option or a Non-Qualified Stock
Option.

         "Outside Director" - means a director of the Corporation or an
Affiliate who is not an employee of the Corporation or an Affiliate.

         "Participant" - means any director, advisory director, officer or
employee of the Corporation or any Affiliate who is selected by the Committee to
receive an Award.

         "Plan" - means the 1997 Stock Option and Incentive Plan of the
Corporation.

         "Related" - means (i) in the case of a Right, a Right which is granted
in connection with, and to the extent exercisable, in whole or in part, in lieu
of, an Option or another Right and (ii) in the case of an Option, an Option with
respect to which and to the extent a Right is exercisable, in whole or in part,
in lieu thereof has been granted.

         "Right" - means a Limited Stock Appreciation Right or a Stock
Appreciation Right.

         "Shares" - means the shares of common stock of the Corporation.

         "Stock Appreciation Right" - means a stock appreciation right with
respect to Shares granted by the Committee pursuant to Sections 6 and 9 hereof.

         "Termination for Cause" - means the termination of employment or
termination of service on the Board caused by the individual's personal
dishonesty, willful misconduct, any breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, or the willful violation
of any law, rule or regulation (other than traffic violations or similar
offenses), or a final cease-and-desist order, any of which results in material
loss to the Corporation or one of its Affiliates.

    3.   Administration.

         The Plan shall be administered by a Committee of the Board consisting
of either (i) at least two Non-Employee Directors of the Corporation, or (ii)
the entire Board of the Corporation. Except as limited by the express provisions
of the Plan, the Committee shall have sole and complete authority and
discretion, to (i) select Participants and grant Awards; (ii) determine the
number of Shares to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii) determine the terms and
conditions upon which Awards shall be granted under the Plan; (iv) describe the
form and terms of instruments evidencing such grants; and (v) establish from
time to time regulations for the administration of the Plan, interpret the Plan,
and make all determinations deemed necessary or advisable for the administration
of the Plan.

         A majority of the Committee shall constitute a quorum, and the acts 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 acts of the Committee.

 

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    4.   Participation in Committee Awards.

         The Committee may select from time to time Participants in the Plan
from those directors, advisory directors, directors emeriti, officers and
employees, of the Corporation or its Affiliates who, in the opinion of the
Committee, have the capacity for contributing to the successful performance of
the Corporation or its Affiliates.

    5.   Shares Subject to Plan.

         Subject to adjustment by the operation of Section 11 hereof, the
maximum number of Shares with respect to which Awards may be made under the Plan
is ten (10%) of the total Shares issued in the Bank's conversion to capital
stock form. The Shares with respect to which Awards may be made under the Plan
may be either authorized and unissued shares or issued shares heretofore or
hereafter reacquired and held as treasury shares. Shares which are subject to
Related Rights and Related Options shall be counted only once in determining
whether the maximum number of Shares with respect to which Awards may be granted
under the Plan has been exceeded. An Award shall not be considered to have been
made under the Plan with respect to any Option or Right which terminates and new
Awards may be granted under the Plan with respect to the number of Shares as to
which such termination has occurred.
 
    6.   General Terms and Conditions of Options and Rights.

         The Committee shall have full and complete authority and discretion,
except as expressly limited by the Plan, to grant Options and/or Rights and to
provide the terms and conditions (which need not be identical among
Participants) thereof.  In particular, the Committee shall prescribe the
following terms and conditions:  (i) the Exercise Price of any Option or Right,
which shall not be less than the Market Value per Share at the date of grant of
such Option or Right, (ii) the number of Shares subject to, and the expiration
date of, any Option or Right, which expiration date shall not exceed ten years
from the date of grant, (iii) the manner, time and rate (cumulative or
otherwise) of exercise of such Option or Right, and (iv) the restrictions, if
any, to be placed upon such Option or Right or upon Shares which may be issued
upon exercise of such Option or Right.
 
    Furthermore, at the time of any Award, the Participant shall enter into an
agreement with the Corporation in a form specified by the Committee, agreeing to
the terms and conditions of the Award and such other matters as the Committee,
in its sole discretion, shall determine (the "Option Agreement").

    7.   Exercise of Options or Rights.

         (a)   Except as provided herein, an Incentive Stock Option or Related
               Right granted under the Plan shall be exercisable during the
               lifetime of the Participant to whom such Incentive Stock Option
               or Related Right was granted only by such Participant. Except as
               provided in paragraphs (c) and (d) of this Section 7, no Option
               or Right may be exercised unless at the time such Participant
               exercises such Option or Right, such Participant has maintained
               Continuous Service since the date of grant of such Option or
               Right.

         (b)   To exercise an Option or Right under the Plan, the Participant to
               whom such Option or Right was granted shall give written notice
               to the Corporation in form satisfactory to the Committee (and, if
               partial exercises have been permitted by the Committee, by
               specifying the number of Shares with respect to which such
               Participant elects to exercise such Option or Right) together
               with full payment of the Exercise Price, if any and to the extent
               required. The date of exercise shall be the date on which such
               notice is received by the Corporation. Payment, if any is
               required, shall be made either (i) in cash (including check, bank
               draft or money order) or (ii) if permitted by the Committee, (A)
               by delivering Shares already owned by the Participant and having
               a fair market value equal to the applicable exercise price, such
               fair market value to be determined in such appropriate manner as
               may be provided by the Committee or as may be required in order
               to comply with or to conform to requirements of any applicable
               laws or regulations, (B) by delivering a combination of cash and



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               such Shares, or (C) by a "cashless exercise". Upon a cashless
               exercise, the Participant shall give the Corporation written
               notice of the exercise of the Option together with an order to a
               registered broker-dealer or equivalent third party, to sell part
               or all of the Common Stock subject to the Option and to deliver
               enough of the proceeds to the Corporation to pay the Option
               exercise price and any applicable withholding taxes. If the
               Participant does not sell the Common Stock subject to the Option
               through a registered broker-dealer or equivalent third party, the
               Optionee can give the Corporation written notice of the exercise
               of the Option and the third party purchaser of the Common Stock
               subject to the Option shall pay the Option exercise price plus
               applicable withholding taxes to the Corporation.

         (c)   If a Participant to whom an Option or Right was granted shall
               cease to maintain Continuous Service for any reason (excluding
               death, Disability, Normal Retirement, following a Change in
               Control, or Termination For Cause), such Participant may, but
               only within the period of three months immediately succeeding
               such cessation of Continuous Service and in no event after the
               expiration date of such Option or Right, exercise such Option or
               Right to the extent that such Participant was entitled to
               exercise such Option or Right at the date of such cessation,
               provided, however, that such right of exercise shall not be
               available to a Participant if the Committee otherwise determines
               and so provides in the applicable instrument or instruments
               evidencing the grant of such Option or Right. If a Participant to
               whom an Option or Right was granted shall cease to maintain
               Continuous Service by reason of death, Disability, Normal
               Retirement or following a Change in Control, then, unless the
               Committee shall have otherwise provided in the instrument
               evidencing the grant of an Option or Right, all Options and
               Rights granted, whether or not fully exercisable, shall become
               exercisable in full upon the happening of such event and shall
               remain so exercisable for a period of one year following the date
               of his cessation of Continuous Service, provided, however, that
               any such Option shall not be eligible for treatment as an
               Incentive Stock Option in the event such Option is exercised more
               than three months following the date of his Normal Retirement or
               Change in Control; and provided further, that no Option shall be
               eligible for treatment as an Incentive Stock Option in the event
               such Option is exercised more than one year following cessation
               of Continuous Service due to Disability and provided further, in
               order to obtain Incentive Stock Option treatment for Options
               exercised by heirs or devisees of an Optionee, the Optionee's
               death must have occurred while employed or within three (3)
               months of termination of employment. In no event shall the
               exercise period extend beyond the expiration of the Incentive
               Stock Option term. If the Continuous Service of a Participant to
               whom an Option or Right was granted by the Corporation is
               terminated in a Termination for Cause, all rights under any
               Option or Right of such Participant shall expire immediately upon
               the effective date of such termination.

         (d)   In the event of the death of a Participant while in the
               Continuous Service of the Corporation or an Affiliate or within
               the one-year period referred to in paragraph (c) of this Section
               7, the person to whom any Option or Right held by the Participant
               at the time of his death is transferred by will or the laws of
               descent and distribution, may, but only to the extent such
               Participant was entitled to exercise such Option or Right
               immediately prior to his death, exercise such Option or Right at
               any time within a period of one year succeeding the date of death
               of such Participant, but in no event later than ten years from
               the date of grant of such Option or Right. Following the death of
               any Participant to whom an Option was granted under the Plan,
               irrespective of whether any Related Right shall have theretofore
               been granted to the Participant or whether the person entitled to
               exercise such Related Right desires to do so, the Committee may,
               as an alternative means of settlement of such Option, elect to
               pay to the person to whom such Option is transferred by will or
               by the laws of descent and distribution, the amount by which the
               Market Value per Share on the date of exercise of such Option
               shall exceed the Exercise Price of such Option, multiplied by the
               number of Shares with respect to which such Option is properly
               exercised. Any such settlement of an Option shall be considered
               an exercise of such Option for all purposes of the Plan.




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         (e)   Notwithstanding the provisions of subparagraphs (c) and (d)
               above, the Committee may, in its sole discretion, establish
               different terms and conditions pertaining to the effect of
               termination to the extent permitted by applicable federal and
               state law.



     8.  Incentive Stock Options.

         Incentive Stock Options may be granted only to Participants who are
Employees.  Any provision of the Plan to the contrary notwithstanding, (i) no
Incentive Stock Option shall be granted more than ten years from the date the
Plan is adopted by the Board of Directors of the Corporation and no Incentive
Stock Option shall be exercisable more than ten years from the date such
Incentive Stock Option is granted, (ii) the Exercise Price of any Incentive
Stock Option shall not be less than the Market Value per Share on the date such
Incentive Stock Option is granted, (iii) any Incentive Stock Option shall not be
transferable by the Participant to whom such Incentive Stock Option is granted
other than by will or the laws of descent and distribution, and shall be
exercisable during such Participant's lifetime only by such Participant, (iv) no
Incentive Stock Option shall be granted to any individual who, at the time such
Incentive Stock Option is granted, owns stock possessing more than ten percent
of the total combined voting power of all classes of stock of the Corporation or
any Affiliate unless the Exercise Price of such Incentive Stock Option is at
least 110 percent of the Market Value per Share at the date of grant and such
Incentive Stock Option is not exercisable after the expiration of five years
from the date such Incentive Stock Option is granted, and (v) the aggregate
Market Value (determined as of the time any Incentive Stock Option is granted)
of the Shares with respect to which Incentive Stock Options are ex  ercisable
for the first time by a Participant in any calendar year shall not exceed
$100,000.

     9.  Stock Appreciation Rights.

         A Stock Appreciation Right shall, upon its exercise, entitle the
Participant to whom such Stock Appreciation Right was granted to receive a
number of Shares or cash or combination thereof, as the Committee in its
discretion shall determine, the aggregate value of which (i.e., the sum of the
amount of cash and/or Market Value of such Shares on date of exercise) shall
equal (as nearly as possible, it being understood that the Corporation shall not
issue any fractional shares) the amount by which the Market Value per Share on
the date of such exercise shall exceed the Exercise Price of such Stock
Appreciation Right, multiplied by the number of Shares with respect of which
such Stock Appreciation Right shall have been exercised.  A Stock Appreciation
Right may be Related to an Option or may be granted independently of any Option
as the Committee shall from time to time in each case determine.  At the time of
grant of an Option the Committee shall determine whether and to what extent a
Related Stock Appreciation Right shall be grant  ed with respect thereto;
provided, however, and notwithstanding any other provision of the Plan, that if
the Related Option is an Incentive Stock Option, the Related Stock Appreciation
Right shall satisfy all the restrictions and limitations of Section 8 hereof as
if such Related Stock Appreciation Right were an Incentive Stock Option and as
if other rights which are Related to Incentive Stock Options were Incentive
Stock Options.  In the case of a Related Option, such Related Option shall cease
to be exercisable to the extent of the Shares with respect to which the Related
Stock Appreciation Right was exercised.  Upon the exercise or termination of a
Related Option, any Related Stock Apprecia Appreciation Right shall terminate to
the extent of the Shares with respect to which the Related Option was exercised
or terminated.

     10. Limited Stock Appreciation Rights.

         At the time of grant of an Option or Stock Appreciation Right to any
Participant, the Committee shall have full and complete authority and discretion
to also grant to such Participant a Limited Stock Appreciation Right which is
Related to such Option or Stock Appreciation Right; provided, however and
notwithstanding any other provision of the Plan, that if the Related Option is
an Incentive Stock Option, the Related Limited Stock Appreciation Right shall
satisfy all the restrictions and limitations of Section 8 hereof as if such
Related Limited Stock Appreciation Right were an Incentive Stock Option and as
if all other Rights which are Related to Incentive Stock Options were Incentive
Stock Options.  In no event shall a Limited Stock Appreciation Right be
exercisable in whole or in part before the expiration of six months from the
date of grant of the Limited Rights.  A Limited Right may be exercised only in
the event of a Change in Control of the Corporation.




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         A Limited Stock Appreciation Right shall, upon its exercise, entitle
the Participant to whom such Limited Stock Appreciation Right was granted to
receive an amount of cash equal to the amount by which the Market Value on the
date of such exercise, as shall have been provided by the Committee in its
discretion at the time of grant, shall exceed the Exercise Price of such Limited
Stock Appreciation Right, multiplied by the number of Shares with respect to
which such Limited Stock Appreciation Right shall have been exercised. Upon the
exercise of a Limited Stock Appreciation Right, any Related Option and/or
Related Stock Appreciation Right shall cease to be exercisable to the extent of
the Shares with respect to which such Limited Stock Appreciation Right was
exercised. Upon the exercise or termination of a Related Option or Related Stock
Appreciation Right, any Related Limited Stock Appreciation Right shall terminate
to the extent of the Shares with respect to which such Related Option or Related
Stock Appreciation Right was exercised or terminated. In the event of a Change
in Control in which pooling accounting treatment is a condition to the
transaction, the Limited Right shall be exercised solely for shares of stock of
the Corporation, or in the event of a merger transaction, for shares of the
acquiring corporation or its parent, as applicable. The number of shares to be
received on the exercise of such Limited Right shall be determined by dividing
the amount of cash that would have been available under the first sentence above
by the Market Value at the time of exercise of the shares underlying the Option
subject to the Limited Right.
 
     11. Adjustments Upon Changes in Capitalization.

         In the event of any change in the outstanding Shares subsequent to the
effective date of the Plan by reason of any reorganization, recapitalization,
stock split, stock dividend, pro rata return of capital to all shareholders,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan and the
number, class and exercise price of shares with respect to which Awards have
been granted under the Plan shall be appropriately adjusted by the Committee,
whose determination shall be conclusive; provided, however, that no such
adjustments may be made which will change materially the value of benefits
available to a Participant under a previously granted Award.  With respect to
Incentive Stock Options, no such adjustment shall be made if it would be deemed
a "modification" of the Award under Section 424 of the Code.

     12. Effect of Merger.

         In the event of any merger, consolidation or combination of the
Corporation (other than a merger, consolidation or combination in which the
Corporation is the continuing entity and which does not result in the
outstanding Shares being converted into or exchanged for different securities,
cash or other property, or any combination thereof) pursuant to a plan or
agreement the terms of which are binding upon all stockholders of the
Corporation (except to the extent that dissenting stockholders may be entitled,
under statutory provisions or provisions contained in the certificate of
incorporation, to receive the appraised or fair value of their holdings), any
Participant to whom an Option or Right has been granted at least six months
prior to such event shall have the right (subject to the provisions of the Plan
and any limitation or vesting period applicable to such Option or Right),
thereafter and during the term of each such Option or Right, to receive upon
exercise of any such Option or Right an amount equal to the excess of the fair
market value on the date of such exercise of the securities, cash or other
property, or combination thereof, receivable upon such merger, consolidation or
combination in respect of a Share over the Exercise Price of such Right or
Option, multiplied by the number of Shares with respect to which such Option or
Right shall have been exercised.  Such amount may be payable fully in cash,
fully in one or more of the kind or kinds of property payable in such merger,
consolidation or combination, or partly in cash and partly in one or more of
such kind or kinds of property, all in the discretion of the Committee.

     13. Assignments and Transfers.

         No Award of Incentive Stock Options nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award of Incentive
Stock Options under the Plan may be assigned, encumbered or transferred except,
in the event of the death of a Participant, by will or the laws of descent and
distribution.  In the discretion of the Board, all or any Non-Qualified Stock
Options granted hereunder may be transferable by the Participant, provided,
however, that the Board may limit the transferability of such Option or Options
to a designated class or classes of persons.



                                      A-7
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     14. Employee Rights Under the Plan.

         No director, officer or employee shall have a right to be selected as a
Participant nor, having been so selected, to be selected again as a Participant
and no director, officer, employee or other person shall have any claim or right
to be granted an Award under the Plan or under any other incentive or similar
plan of the Corporation or any Affiliate.  Neither the Plan nor any action taken
thereunder shall be construed as giving any employee any right to be retained in
the employ of the Corporation or any Affiliate.

     15. Delivery and Registration of Stock.

         The Corporation's obligation to deliver Shares with respect to an Award
shall, if the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Participant to whom such
Shares are to be delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of the Securities Act of
1933 or any other Federal, state or local securities legislation or regulation.
It may be provided that any representation requirement shall become inoperative
upon a registration of the Shares or other action eliminating the necessity of
such representation under such Securities Act or other securities legislation.
The Corporation shall not be required to deliver any Shares under the Plan prior
to (i) the admission of such shares to listing on any stock exchange or other
system on which Shares may then be listed, and (ii) the completion of such
registration or other qualification of such Shares under any state or Federal
law, rule or regulation, as the Committee shall determine to be necessary or
advisable.

         This Plan is intended to comply with Rule 16b-3 under the Securities
Exchange Act of 1934.  Any provision of the Plan which is inconsistent with said
Rule shall, to the extent of such inconsistency, be inoperative and shall not
affect the validity of the remaining provisions of the Plan.

     16. Withholding Tax.

         The Corporation shall have the right to deduct from all amounts paid in
cash with respect to the exercise of a Right under the Plan any taxes required
by law to be withheld with respect to such cash payments.  Where a Participant
or other person is entitled to receive Shares pursuant to the exercise of an
Option or Right pursuant to the Plan, the Corporation shall have the right to
require the Participant or such other person to pay the Corporation the amount
of any taxes which the Corporation is required to withhold with respect to such
Shares, and may, in its sole discretion, withhold sufficient Shares to cover the
amount of taxes which the Corporation is required to withhold.

     17. Amendment or Termination.

         The Board of Directors of the Corporation may amend, suspend or
terminate the Plan or any portion thereof at any time, provided, however, that
no such amendment, suspension or termination shall impair the rights of any
Participant, without his consent, in any Award made pursuant to the Plan. Any
amendment or modification of the Plan or an outstanding Award under the Plan,
including but not limited to the acceleration of vesting of an outstanding Award
for reasons other than death, Disability, Normal Retirement or a Change in
Control, shall be approved by the Committee or the full Board of the
Corporation.

     18. Effective Date and Term of Plan.

         The Plan shall become effective on January 1, 1998, following its
ratification by stockholders of the Corporation.  It shall continue in effect
for a term of ten years from the effective date unless sooner terminated under
Section 17 hereof.

 

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