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EXHIBIT 10.2      HAVEN BANCORP, INC. INCENTIVE STOCK OPTION PLAN



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                              AMENDED AND RESTATED
                             AS OF FEBRUARY 23, 1995

                               HAVEN BANCORP, INC.
                           INCENTIVE STOCK OPTION PLAN
                           ---------------------------

1.   PURPOSE.  The purpose of the Amended and Restated  Haven  Bancorp,  Inc.
     -------
(the "Holding Company") Incentive Stock Option Plan (the "Plan") is to advance
the interests of the Holding Company and its shareholders by providing those key
employees of the Holding Company and its Affiliates, including Columbia Federal
Savings Bank (the "Bank"), upon whose judgment, initiative and efforts the
successful conduct of the business of the Holding Company and its affiliates
largely depends, with additional incentive to perform in a superior manner. A
purpose of the Plan is also to attract people of experience and ability to the
service of the Holding Company and its Affiliates.

2.    DEFINITIONS.
      -----------

      (a) "Affiliate" means (i) a member of a controlled group of corporations
of which the Holding Company is a member or (ii) an unincorporated trade or
business which is under common control with the Holding Company as determined in
accordance with Section 414(c) of the Internal Revenue Code of 1986, as amended,
(the "Code") and the regulations issued thereunder. For purposes hereof, a
"controlled group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to Section
1563(a)(4) and (e)(3)(C).

      (b) "Award" means a grant of Non-statutory Stock Options, Incentive Stock
Options, and/or Limited Rights under the provisions of this Plan.

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

      (d) "Change in Control" for purposes of this Plan, a "Change in Control"
of the Bank or Company shall mean an event of a nature that: (i) would be
required to be reported in response to Item 1 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 Holding Company within the meaning of the
Home Owners' Loan Act, as amended, the Federal Deposit Insurance Act and the
Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS")
(or its predecessor agency), as in effect on the date hereof (provided, that in
applying the definition of change in control as set forth under the Rules and
Regulations of the OTS, the Board shall substitute its judgment for that of the
OTS); or (iii) without limitation such a Change in Control shall be deemed to
have occurred at such time as (A) any "person" (as the term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Bank or the Company representing 20% or more of the Bank's or
the Company's outstanding securities except for any securities of the Bank
purchased by the Company in connection with the conversion of the Bank to the
stock form and any securities purchased by the Bank's employee stock ownership
plan and trust; or (B) individuals



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who constitute the Board on the date hereof (the "Incumbent Board") cease for
any reason to constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date hereof whose election was approved by
a vote of at least three-quarters of the directors comprising the Incumbent
Board, or whose nomination for election by the Company's stockholders was
approved by 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 Company or
similar transaction occurs in which the Bank or Company is not the resulting
entity.

      (e) "Committee" means a committee consisting of non-employee members of
the Board of Directors, all of whom are "disinterested directors" as such term
is defined under Rule 16b-3 under the Exchange Act, as amended, as promulgated
by the Securities and Exchange Commission.

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

      (g) "Date of Grant" means the date an Award granted by the Committee is
effective pursuant to the terms hereof.

      (h) "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 of Directors 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.

      (i) "Fair Market Value" means, when used in connection with the Common
Stock on a certain date, the average of the reported bid and ask price of the
Common Stock as reported by the National Association of Securities Dealers
Automated Quotation System (as published by the Wall Street Journal, if
published) on such date or if the Common Stock was not traded on such date, on
the next preceding day on which the Common Stock was traded thereon or the last
previous date on which a sale is reported. For purposes of the grant of options
in the conversion of the Bank, Fair Market Value shall mean the initial public
offering price of the Common Stock which was $10.00 per share.

      (j) "Incentive Stock Option" means an Option granted by the Committee to a
Participant, which Option is designed as an Incentive Stock Option pursuant to
Section 8.

      (k) "Limited Right" means the right to receive an amount of cash based
upon the terms set forth in Section 9.

      (l) "Non-statutory Stock Option" means an Option granted by the Committee
to a participant and which is not designated by the Committee as an Incentive
Stock Option.



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      (m) "Normal Retirement" means retirement at the normal or early retirement
date as set forth in any tax-qualified retirement/pension plan of the Bank.

      (n) "Option" means Award granted under Section 7 or Section 8.

      (o) "Participant" means an employee of the Holding Company or its
affiliates chosen by the Committee to participate in the Plan.

      (p) "Plan Year(s)" means a calendar year or years commencing on or after
January 1, 1993.

      (q) "Termination for Cause" means the termination upon an intentional
failure to perform stated duties, breach of a fiduciary duty involving personal
dishonesty, which results in material loss to the Holding Company or one of its
affiliates or willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or final cease-and-desist order which
results in material loss to the Holding Company or one of its affiliates.

3.    ADMINISTRATION.
      --------------

      The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it sees necessary for the proper administration of the Plan and
to make whatever determinations and interpretations in connection with the Plan
it sees as necessary or advisable. All determinations and interpretations made
by the Committee shall be binding and conclusive on all Participants in the Plan
and on their legal representatives and beneficiaries.

4.    TYPES OF AWARDS.
      ---------------

      Awards under the Plan may be granted in any one or a combination of:

      (a)   Non-statutory Stock Options;
      (b)   Incentive Stock Options; and
      (c)   Limited Rights

as defined below in paragraphs 7 through 9 of the Plan.

5.    STOCK SUBJECT TO THE PLAN.
      -------------------------

      Subject to adjustment as provided in Section 14, the maximum number of
shares reserved for purchase pursuant to the exercise of options granted under
the Plan shall not exceed 381,871 shares of Common Stock of the Holding Company,
par value $.01 per share, subject to adjustments pursuant to this Section 5 and
Section 14. These shares of Common Stock may be either authorized but unissued
shares or shares previously issued and reacquired by the Holding Company. To the
extent that options or Limited Rights are granted under the Plan, the shares
underlying such options will be unavailable for future grants under the Plan
except that, to the extent that options together with any related Limited Rights
granted under the Plan terminate,


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expire or are canceled  without  having been  exercised  (in the case of Limited
Rights, exercised for cash) new awards may be made with respect to these shares.

6.    ELIGIBILITY.
      -----------

      Officers and other employees of the Holding Company or its affiliates
shall be eligible to receive Incentive Stock Options, Non-statutory Stock
Options and/or Limited Rights under the Plan. Directors who are not employees or
officers of the Holding Company or its affiliates shall not be eligible to
receive Awards under the Plan.

7.    NON-STATUTORY STOCK OPTIONS.
      ---------------------------

      7.1   Grant of Non-statutory Stock Options.
            ------------------------------------

      The Committee may, from time to time, grant Non-statutory Stock Options to
eligible employees and, upon such terms and conditions as the Committee may
determine, grant Non- statutory options in exchange for and upon surrender of
previously granted Awards under this Plan. Non-statutory Stock Options granted
under this Plan are subject to the following terms and conditions:

      (a) Price. The purchase price per share of Common Stock deliverable upon
          -----
the exercise of each Non-statutory Stock Option shall be determined by the
Committee on the date the option is granted. In general, such purchase price
shall not be less than 100% of the Fair Market Value of the Holding Company's
Common Stock on the Date of Grant, but in no event may the purchase price of any
non-statutory stock option be less than the par value of the Common Stock.
Shares may be purchased only upon full payment of the purchase price. Payment of
the purchase price may be made, in whole or in part, through the surrender of
shares of the Common Stock of the Holding Company at the Fair Market Value of
such shares on the date of surrender determined in the manner described in
Section 2(i).

      (b) Terms of Options. The term during which each Non-statutory Stock
          ----------------
Option may be exercised shall be determined by the Committee, but in no event
shall a Non-statutory Stock Option be exercisable in whole or in part more than
10 years from the Date of Grant. The Committee shall determine the date on which
each Non-statutory Stock Option shall become exercisable and may provide that a
Non-statutory Stock Option shall become exercisable in installments. The shares
comprising each installment may be purchased in whole or in part at any time
after such installment becomes purchasable. The Committee may, in its sole
discretion, accelerate the time at which any Non-statutory Stock Option may be
exercised in whole or in part. Notwithstanding the above, in the event of a
Change in Control of the Holding Company, all Non-statutory Stock Options shall
become immediately exercisable.

      (c) Termination of Employment. Unless otherwise determined by the
          -------------------------
Committee, upon the termination of a Participant's service for any reason other
than Disability, Normal Retirement, Change in Control, death or Termination for
Cause, the Participant's Non-statutory Stock Options shall be exercisable only
as to those shares which were immediately exercisable by the Participant at the
date of termination and only for a period of three months following



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termination. In the event of Termination for Cause, all rights under the
Participant's Non-statutory Stock Options shall expire upon termination. Unless
otherwise determined by the Committee, in the event of the death, termination of
service as a result of Disability or Change in Control or Normal Retirement of
any Participant, all Non-statutory Stock Options held by the Participant,
whether or not exercisable at such time, shall be exercisable by the Participant
or his legal representatives or beneficiaries of the Participant for one year or
such longer period as determined by the Committee following the date of the
Participant's death, Normal Retirement or cessation of employment due to
Disability or Change in Control, provided that in no event shall the period
extend beyond the expiration of the Non-statutory Stock Option term.

8.    INCENTIVE STOCK OPTIONS.
      -----------------------

      8.1   Grant of Incentive Stock Options
            --------------------------------

      The Committee may, from time to time, grant Incentive Stock Options to
eligible employees. Incentive Stock Options granted pursuant to the Plan shall
be subject to the following terms and conditions:

      (a) Price. The purchase price per share of Common Stock deliverable upon
          -----
the exercise of each Incentive Stock Option shall be not less than 100% of the
Fair Market Value of the Holding Company's Common Stock on the Date of Grant.
However, if a Participant owns stock possessing more than 10% of the total
combined voting power of all classes of Common Stock of the Holding Company, the
purchase price per share of Common Stock deliverable upon the exercise of each
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Holding Company's Common Stock on the Date of Grant. Shares may be purchased
only upon payment of the full purchase price. Payment of the purchase price may
be made, in whole or in part, through the surrender of shares of the Common
Stock of the Holding Company at the Fair Market Value of such shares on the date
of surrender determined in the manner described in Section 2(i).

      (b) Amounts of Options. Incentive Stock Options may be granted to any
          ------------------
eligible employee in such amounts as determined by the Committee. In the case of
an option intended to qualify as an Incentive Stock Option, the aggregate Fair
Market Value (determined as of the time the option is granted) of the Common
Stock with respect to which Incentive Stock Options granted are exercisable for
the first time by the Participant during any calendar year (under all plans of
the Participant's employer corporation and its parent and subsidiary
corporations) shall not exceed $100,000. The provisions of this Section 8.1(b)
shall be construed and applied in accordance with Section 422(d) of the Code and
the regulations, if any, promulgated thereunder. To the extent an award under
this Section 8.1 exceeds this $100,000 limit, the portion of the award in excess
of such limit shall be deemed a Non-statutory Option.

      (c) Terms of Options. The term during which each Incentive Stock Option
          ----------------
may be exercised shall be determined by the Committee, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant. If at the time an Incentive Stock Option is granted to
an employee, the employee owns Common Stock representing more than 10% of the
total combined voting power of the Holding Company (or,



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under Section 424(d) of the Code, is deemed to own Common Stock representing
more than 10% of the total combined voting power of all such classes of Common
Stock, by reason of the ownership of such classes of Common Stock, directly or
indirectly, by or for any brother, sister, spouse, ancestor or lineal descendent
of such employee, or by or for any corporation, partnership, estate or trust of
which such employee is a shareholder, partner or beneficiary), the Incentive
Stock Option granted to such employee shall not be exercisable after the
expiration of five years from the Date of Grant. No Incentive Stock Option
granted under this Plan is transferable except by will or the laws of descent
and distribution and is exercisable in this lifetime only by the employee to
whom it is granted.

      The Committee shall determine the date on which each Incentive Stock
Option shall become exercisable and may provide that an Incentive Stock Option
shall become exercisable in installments. The shares comprising each installment
may be purchased in whole or in part at any time after such installment becomes
purchasable, provided that the amount able to be first exercised in a given year
is consistent with the terms of Section 422 of the Code. The Committee may, in
its sole discretion, accelerate the time at which any Incentive Stock Option may
be exercised in whole or in part, provided that it is consistent with the terms
of Section 422 of the Code. Notwithstanding the above, in the event of a Change
in Control of the Holding Company, all Incentive Stock Options shall become
immediately exercisable.

      (d) Termination of Employment. Unless otherwise determined by the
          -------------------------
committee, upon the termination of a Participant's service for any reason other
than Disability, Normal Retirement, Change in Control, death or Termination for
Cause, the Participant's Incentive Stock Options shall be exercisable only as to
those shares which were immediately purchasable by the Participant at the date
of termination and only for a period of three months following termination. In
the event of Termination for Cause all rights under the Participant's Incentive
Stock Options shall expire upon termination.

      Unless otherwise determined by the committee, in the event of death or
termination of service as a result of Disability of any employee, all Incentive
Stock Options held by the Participant, whether or not exercisable at such time,
shall be exercisable by the Participant or the Participant's legal
representatives or beneficiaries for one year or such longer period as
determined by the Committee following the date of the Participant's death or
cessation of employment due to Disability. Upon termination of the Participant's
service due to Normal Retirement, or a Change in Control, all Incentive Stock
Options held by such Participant, whether or not exercisable at such time, shall
be exercisable for a period of one year or such longer period as determined by
the Committee following the date of Participant's cessation of employment,
provided however, that 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 the Participant's Normal Retirement or a Change of
Control. In no event shall the exercise period extend beyond the expiration of
the Incentive Stock Option term.

      (e) Compliance with Code. The options granted under this Section 8 of the
          --------------------
Plan are intended to qualify as incentive stock options within the meaning of
Section 422 of the Code, but the Company makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code.



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9.    LIMITED RIGHTS.
      --------------

      9.1   Grant of Limited Rights.
            -----------------------

      Simultaneously with the grant of any option, the Committee may grant a
Limited Right with respect to all or some of the shares covered by such option.
Limited Rights granted under this Plan are subject to the following terms and
conditions:

      (a) Terms of Rights. In no event shall a Limited Right be exercisable in
          ---------------
whole or part before the expiration of six months from the Date of Grant of the
Limited Right. A Limited Right may be exercised only in the event of a Change in
Control of the Holding Company.

      The Limited Right may be exercised only when the underlying option is
eligible to be exercised, and only when the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise price of the related
option.

      Upon exercise of a Limited Right, the related option shall cease to be
exercisable. Upon exercise or termination of an option, any related Limited
Rights shall terminate. The Limited Rights may be for no more than 100% of the
difference between the exercise price and the Fair Market Value of the Common
Stock subject to the underlying option. The Limited Right is transferable only
when the underlying option is transferable and under the same conditions.

      (b) Payment. Upon exercise of a Limited Right, the holder shall promptly
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receive from the Holding Company an amount of cash equal to the difference
between the Fair Market value on the Date of Grant of the related option and the
Fair Market Value of the underlying shares on the date the Limited Right is
exercised, multiplied by the number of shares with respect to which such Limited
Right is being exercised.

      (c) Termination of Employment. Upon the termination of a Participant's
          -------------------------
service for any reason other than Termination for Cause, any Limited Rights held
by the Participant shall then be exercisable for a period of one year following
termination. In the event of Termination for Cause, all Limited Rights held by
the Participant shall expire immediately. Upon termination of the Participant's
employment for reason of death, Normal Retirement or Disability, all Limited
Rights held by such Participant shall be exercisable by the Participant or the
Participant's legal representative or beneficiaries for a period of one year
from the date of such termination. In no event shall the period extend beyond
the expiration of the term of the related option.

10.   SURRENDER OPTION.
      ----------------

      In the event of a Participant's termination of employment as a result of
death, disability or Normal Retirement, the Participant (or the Participant's
personal representative(s), heir(s), or devisee(s)) may, in a form acceptable to
the Committee make application to surrender all or part of options held by such
Participant in exchange for a cash payment from the Holding Company of an amount
equal to the difference between the Fair Market Value of the Common Stock on the
date of termination of employment and the exercise price per share of the option
on the Date of Grant. Whether the Committee accepts such application or
determines to make payment, in


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whole or part, is within its absolute and sole discretion, it being expressly
understood that the Committee is under no obligation to any Participant
whatsoever to make such payments. In the event that the Committee accepts such
application and the Company determines to make payment, such payment shall be in
lieu of the exercise of the underlying option and such option shall cease to be
exercisable.

11.   RIGHTS OF A SHAREHOLDER:  NONTRANSFERABILITY.
      --------------------------------------------

      No Participant shall have any rights as a shareholder with respect to any
shares covered by a Non-statutory and/or Incentive Stock Option until the date
of issuance of a stock certificate for such shares. Nothing in this Plan or in
any Award granted confers on any person any right to continue in the employ of
the Holding Company or its Affiliates or to continue to perform services for the
Holding Company or its Affiliates or interferes in any way with the right of the
Holding Company or its Affiliates to terminate a Participant's services as an
officer or other employee at any time.

      No Award under the Plan shall be transferable by the optionee other than
by will or the laws of descent and distribution and may only be exercised during
his lifetime by the optionee, or by a guardian or legal representative.

12.   AGREEMENT WITH GRANTEES.
      -----------------------

      Each Award of Options, and/or Limited Rights will be evidenced by a
written agreement, executed by the Participant and the Holding Company or its
Affiliates which describes the conditions for receiving the Awards including the
date of Award, the purchase price if any, applicable periods, and any other
terms and conditions as may be required by the Board of Directors or applicable
securities law.

13.   DESIGNATION OF BENEFICIARY.
      --------------------------

      A Participant may, with the consent of the Committee, designate a person
or persons to receive, in the event of death, any stock option or Limited Rights
Award to which the Participant would then be entitled. Such designation will be
made upon forms supplied by and delivered to the Holding Company and may be
revoked in writing. If a Participant fails effectively to designate a
beneficiary, then the Participant's estate will be deemed to be the beneficiary.

14.   DILUTION AND OTHER ADJUSTMENTS.
      ------------------------------

      In the event of any change in the outstanding shares of Common Stock of
the Holding Company by reason of any stock dividend or split, recapitalization,
merger, consolidation, spin- off, reorganization, combination or exchange of
shares, or other similar corporate change, or other increase or decrease in such
shares without receipt or payment of consideration by the Company, the Committee
will make such adjustments to previously granted Awards, to prevent dilution or
enlargement of the rights of the Participant, including any or all of the
following:




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      (a)   adjustments  in  the aggregate  number or kind of shares of Common
            Stock which may be awarded under the Plan;

      (b)   adjustments  in  the aggregate number or kind of shares of Common
            Stock covered by Awards already made under the Plan;

      (c)   adjustments in the purchase price of  outstanding  Incentive  and/or
            Non-statutory  Stock Options, or any Limited Rights attached to such
            options.

      No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award.

15.   TAX WITHHOLDING.
      ---------------

      There shall be deducted from each distribution of cash and/or Common Stock
under the Plan the amount required by any governmental authority to be withheld
for income tax purposes. If this Plan, is qualified under 17 C.F.R. Section
240.16b-3 of the Exchange Act Rules, then any withholding shall comply with 17
C.F.R. Section 240.16b-3 (e).

16.   AMENDMENT OF THE PLAN.
      ---------------------

      The Board of Directors may at any time, and from time to time, modify or
amend the Plan in any respect; provided that if it has been determined to
continue to qualified the Plan under the Securities and Exchange Commission Rule
16b-3, shareholder approval shall be required for any such modification or
amendment which:

      (a)   materially  increases the maximum number of shares for which options
            may be granted under the Plan (subject,  however,  to the provisions
            of Section 14 hereof);

      (b)   reduces the exercise price at which Awards may be granted subject,
            however, to the provisions of Section 14 hereof);

      (c)   extends the period during which options may be granted or exercised
            beyond the times originally prescribed; or

      (d)   changes the persons eligible to participate in the Plan.

      Failure to ratify or approve amendments or modifications to subsections
(a) through (d) of this Section by shareholders shall be effective only as to
the specific amendment or modification requiring such ratification. Other
provisions, sections, and subsections of this Plan will remain in full force and
effect.

      No such termination, modification or amendment may affect the rights of a
Participant under an outstanding Award.



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17.   EFFECTIVE DATE OF PLAN.
      ----------------------

      The Plan shall become effective upon the consummation of the conversion of
Columbia Federal Savings Bank from the mutual to capital stock form of ownership
(the "Effective Date") on September 23, 1993. The Plan will be presented to
shareholders of the Holding Company for ratification for purposes of: (i)
obtaining favorable treatment under Section 16(b) of the Securities Exchange Act
of 1934; (ii) satisfying one of the requirements of Section 422 of the Code
governing the tax treatment for Incentive Stock Options; and (iii) maintaining
listing on the Nasdaq National Market. The failure to obtain shareholder
ratification will not effect the validity of the Plan and the options
thereunder, provided, however, that if the Plan is not ratified, the Plan shall
remain in full force and effect, and any Incentive Stock Options granted under
the Plan shall be deemed to be Non-statutory Stock Options.

18.   TERMINATION OF THE PLAN.
      -----------------------

      The right to grant Awards under the Plan will terminate upon the earlier
of ten (10) years after the Effective Date of the Plan or the issuance of Common
Stock or the exercise of options or related Limited Rights equivalent to the
maximum number of shares reserved under the Plan as set forth in Section 5. The
Board of Directors has the right to suspend or terminate the Plan at any time,
provided that no such action will, without the consent of a Participant,
adversely affect his rights under a previously granted Award.

19.   APPLICABLE LAW.
      --------------

      The Plan will be administered in accordance with the laws of the State of
Delaware to the extent not preempted by Federal law.

20.   COMPLIANCE WITH SECTION 16.
      --------------------------

      If this Plan is qualified under 17 C.F.R. Section 240.16b-3 of the
Exchange Act Rules, with respect to persons subject to Section 16 of the
Exchange Act, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To
the extent any provisions of the Plan or action by the Committee fail to so
comply, it shall be deemed null and void to the extent permitted by law and
deemed advisable by the Committee.

ADOPTED BY THE BOARD OF DIRECTORS:


________________________________                ________________________________
Date                                            Joseph W. Rennhack
                                                Secretary



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