eZ BANCORP, INC.
                         STOCK OPTION AND 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 acquire  Shares.  By encouraging  such stock
ownership,  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.

     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 Options

     (d) "Bank" shall mean eZCommunityBank.com.

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

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

     (g) "Committee"  shall mean not only the Stock Option Committee  consisting
of at least two Non-Employee Directors appointed by the Board in accordance with
Paragraph 5(a) hereof, but also the Board.

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

     (i) "Company" shall mean eZ Bancorp, Inc.

     (j)  "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.

     (k) "Date of Operation"  shall mean the date the Bank commences  operations
as a state-chartered Bank.

     (l)  "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.

     (m) "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.

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

     (o) "Employee" shall mean any person employed by the Company,  the Bank, or
an Affiliate.
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     (p)  "Exercise  Price" shall mean the price per Optioned  Share at which an
Option may be exercised.

     (q) "ISO"  shall mean 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.

     (r) "Market Value" shall mean the fair market value of the Common Stock, as
determined under Paragraph 8(b) hereof.

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

     (t)  "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.

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

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

     (w)  "Participant"  shall mean any person who receives an Award pursuant to
the Plan.

     (x) "Plan"  shall mean this eZ Bancorp,  Inc.  Stock  Option and  Incentive
Plan.

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

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

     (aa) "Year of Service" shall mean a full twelve-month period, measured from
the date of an Award and each annual  anniversary  of that date,  during which a
Participant has not terminated Continuous Service for any reason.

     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 15
hereof.  No Award  shall be  granted  under the Plan  after  ten years  from the
Effective Date.

     (b) Term of Awards.  The term of each Award 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.

     (a) General  Rule.  Except as otherwise  required  under  Paragraph 10, the
aggregate  number of Shares  deliverable  pursuant to Awards  shall not exceed *
Shares,  which equals 10% of the Shares issued by the Company in connection with
the Bank's  organization and the Company's sale of stock. 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 been exercised, the
Optioned Shares shall, unless the Plan shall have been terminated,  be available
for the grant of additional Awards under the Plan.

___________
*  Equal to 10% of the shares issued by the Company, or between 22,500 shares
   and 27,500 shares.

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     5. ADMINISTRATION OF THE PLAN.

     (a)  Appointment of the Committee.  The Plan shall be  administered  by the
Committee. 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 the Board.

     (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.  Any  amendment of the Plan within three years of the  Effective  Date
shall be subject to the approval of the Federal Deposit  Insurance  Corporation.
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 an Option,
(ii) the number of Shares subject to the Award,  and its expiration  date, (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 upon exercise of 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.

     6. GRANT OF OPTIONS.

     (a) General Rule. Only Employees and Directors shall be eligible to receive
Awards.  In  selecting  those  Employees  and  Directors  to whom Awards will be
granted and the number of shares  covered by such Awards,  the  Committee  shall
consider the position, duties and responsibilities of the eligible Employees and
Directors,  the value of their services to the Company and its  Affiliates,  and
any other factors the Committee may deem  relevant.  Awards shall be made at the
discretion 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  Options  granted  in  excess  of  such
limitation shall be Non-ISOs.



<PAGE>


     7. GRANTS OF OPTIONS TO DIRECTORS.

     (a) Terms of Exercise.  Options  received  under this Paragraph will become
exercisable  in  accordance  with the general rule set forth in  Paragraph  9(a)
hereof and shall be exercisable  in accordance  with the terms of Paragraph 9(b)
hereof.

     Options  granted  under  this  Paragraph  shall  have a term of ten  years;
provided that Options  granted under this  Paragraph  shall expire 90 days after
the date on which a Director  terminates  Continuous  Service on the Board for a
reason  other  than  death,  but in no event  later  than the date on which such
Options would otherwise expire. In the event of such Director's death during the
term  of his  directorship,  Options  granted  under  this  Paragraph  shall  be
immediately  exercisable,  and may be exercised within one year from the date of
his death 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,  but in no event  later  than the date on which such
Options  would  otherwise  expire.  In the event of such  Director's  Disability
during his or her  directorship,  the  Director's  Option  shall be  immediately
exercisable, and such Option may be exercised within one year of the termination
of directorship  due to Disability,  but not later than the date that the Option
would otherwise expire.  Unless otherwise  inapplicable or inconsistent with the
provisions of this Paragraph,  the Options to be granted to Directors  hereunder
shall be subject to all other provisions of this Plan.

     (b) 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.

     8. 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  based on a third party  evaluation of the
value of the shares.

     9. EXERCISE OF OPTIONS.

     (a)  Generally.  Except  as  otherwise  provided  by  the  Committee  in an
Agreement,  each Option shall become  exercisable with respect to twenty percent
(20%) of the Optioned Shares upon grant, with an additional twenty percent (20%)
of the Optioned Shares becoming exercisable upon the Participant's completion of
each  additional  Year of Service,  provided  that an Option  shall become fully
(100%) exercisable immediately upon termination of the Participant's  Continuous
Service due to the Participant's Disability or death. Vesting will accelerate to
100% upon a Participant's retirement at age 65 or above.

     (b) Procedure for Exercise. A Participant may exercise Options,  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 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

<PAGE>

certified  mail,  addressed  to the  Treasurer  of the Company at its  executive
offices. 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
while he is an Employee and has maintained  Continuous  Service from the date of
the grant of the Option,  or within 90 days after termination of such Continuous
Service or  Disability  (but not later  than the date on which the Option  would
otherwise  expire),  except if the Employee'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
          Employee'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; or

                (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 one
          year 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 of the Company that is purchased upon
exercise of an Option may not be sold within the six-month  period following the
grant  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.

     (f)  Exercise or  Forfeiture  Requirement.  The Federal  Deposit  Insurance
Corporation may require that Options be exercised immediately or be forfeited in
the  event  that  the  Bank's   regulatory   capital  falls  below  the  minimum
requirements established by statute or by the regulations of the Federal Deposit
Insurance Corporation.

     10. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.

     (a)  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 thereof,  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.

     (b) 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  outstanding
Awards,  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.

     (c) 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.

<PAGE>

     (d) 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 Shares pursuant to the Award before the adjustment was made.

     (e) 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.

     (f) Certain  Special  Dividends.  The Exercise  Price of shares  subject to
outstanding  Awards  shall be  proportionately  adjusted  upon the  payment of a
special  large  and  nonrecurring  dividend  that has the  effect of a return of
capital to the stockholders.

     11. NON-TRANSFERABILITY OF AWARDS.

     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.

     12. TIME OF GRANTING AWARDS.

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

     13. EFFECTIVE DATE.

     The Plan shall become effective  immediately upon its approval by the Board
provided, that ISOs shall not be available for grant under the Plan unless it is
approved by the  Company's  stockholders  within 12 months  after the  Effective
Date.

     14. 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.

     15. 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 Awards,  suspend or  terminate
the Plan. No 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.  Any  amendment  of the Plan
within three years of the Effective Date shall be subject to the approval of the
Federal Deposit Insurance Corporation.

     16. CONDITIONS UPON ISSUANCE OF SHARES.

     (a) Compliance  with Securities  Laws.  Shares of Common Stock shall not be
issued with respect to any Award 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.
<PAGE>

     (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, the Company may require the
person exercising the Option 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 both of these
restrictions.

     17. 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.

     18. WITHHOLDING TAX.

     The Company's  obligation to deliver  Shares upon exercise of Options 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. The amount of the
withholding requirement shall be the applicable statutory minimum federal, state
or local  income tax with respect to the award on the date that amount of tax is
to be withheld.

     19. 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.

     20. GOVERNING LAW.

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