EXHIBIT 10.14


                             RELIANCE BANCORP, INC.
                        1996 INCENTIVE STOCK OPTION PLAN
                  AMENDED AND RESTATED AS OF FEBRUARY 19, 1997


1.       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) "Alternate  Option Payment  Mechanism" refers to one of several methods
available  to a  Participant  to fund the  exercise of a stock option set out in
Section 12. These  mechanisms  include:  broker assisted  cashless  exercise and
stock for stock exchange.

     (c) "Award" means any grant of benefits pursuant to Section 3 hereof.

     (d) "Bank" means Reliance Federal Savings Bank.

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

     (f)  "Change in  Control"  means a change in control of the Bank or Holding
Company 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,  as
amended (the "Exchange  Act"); or (ii) results in a Change in Control within the
meaning of the Home Owners' Loan Act of 1933, as amended  ("HOLA") 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  such  rules  and
regulations,  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 Holding  Company  representing  20% or more of the Bank's or the
Holding Company's  outstanding  securities except for any securities of the Bank
purchased  by the  Holding  Company  and  any  securities  purchased  by any tax
qualified  employee  benefit  plan of the  Holding  Company or the Bank;  or (B)
individuals who constitute the Board on the date hereof

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(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  seventy-five  percent
(75%) of the directors  comprising the Incumbent  Board, or whose nomination for
election  by the  Holding  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  Holding  Company  or  similar
transaction  occurs in which the Bank or Holding  Company  is not the  resulting
entity; or (D) a solicitation of shareholders of the Holding Company, by someone
other than the current  management of the Holding Company,  seeking  stockholder
approval of a plan of  reorganization,  merger or  consolidation  of the Holding
Company  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 the plan are exchanged  for or converted  into cash or property or securities
not issued by the Bank or the Holding Company; or (E) a tender offer is made for
20% or more of the voting securities of the Bank or the Holding Company.

         (g) "Committee" means a committee consisting of at least two members of
the Board of  Directors  who are defined as Outside  Directors,  all of whom are
"Non-Employee  Directors"  as such term is defined  under  Rule 16b-3  under the
Exchange Act as promulgated by the Securities and Exchange Commission.

         (h) "Common Stock" means the Common Stock of the Holding  Company,  par
value, $.01 per share or any stock exchanged for shares of Common Stock pursuant
to Section 17 hereof.

         (i)      "Date of Grant" means the effective date of an Award.

         (j) "Directors'  Awards" means awards of Non-statutory Stock Options to
Outside Directors pursuant to the terms of Section 10.

         (k)  "Disability"  means the permanent and total inability by reason of
mental or physical  infirmity,  or both,  of a  Participant  to perform the work
customarily assigned. 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.

         (l) "Dividend  Adjustment  Right" means the adjustment of the number of
shares  subject to an option  and/or the Exercise  Price of an option and/or the
right to receive an amount of cash based upon the terms set forth in Section 9.

         (m)  "Effective  Date" means July 17, 1996,  the effective  date of the
Plan.

         (n)  "Employee"  means any  person  who is  currently  employed  by the
Holding  Company or an Affiliate,  including  officers,  but such term shall not
include Outside Directors.


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         (o) "Exercise Price" means the purchase price per share of Common Stock
deliverable  upon the  exercise  of each  Option in order  for the  option to be
exchanged for shares of Common Stock.

         (p)  "Extraordinary  Dividend"  means a distribution to shareholders by
the  Holding  Company of  earnings  or  capital in excess of either (i)  current
earnings or (ii) the  weighted  average cost of funds of the Bank for the period
in which the dividend is paid, as determined for this purpose by the Committee.

          (q) "Fair Market Value" means, when used in connection with the Common
Stock on a  certain  date,  the  average  of the high and low bid  prices of the
Common Stock as reported by the Nasdaq National Market  ("Nasdaq") (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. If the
Common Stock is not reported on the Nasdaq,  the Fair Market Value of the Common
Stock is the value so determined by the Committee in good faith.

         (r)      "Holding Company" means Reliance Bancorp, Inc.

         (s)  "Incentive  Stock Option" means an Option granted by the Committee
to a  Participant,  which Option is  designated by the Committee as an Incentive
Stock Option pursuant to Section 7.

         (t) "Limited  Right" means the right to receive an amount of cash based
upon the terms set forth in Section 8.

         (u)  "Non-statutory  Stock  Option"  means  an  Option  granted  by the
Committee to a Participant pursuant to Section 6, which is not designated by the
Committee as an Incentive Stock Option or which is redesignated by the Committee
under Section 7 as a Non-Statutory  Stock Option. All options granted to Outside
Directors pursuant to Section 10 shall be Non-statutory Stock Options.

         (v)  "Option"  means the right to buy a fixed amount of Common Stock at
the Exercise Price within a limited period of time designated as the term of the
option as granted under Sections 6 and 7 of the Plan.

         (w) "Outside  Director" means a member of the Board of Directors of the
Holding Company or its Affiliates, who is not also an Employee.

         (x)  "Participant"  means any Employee who holds an  outstanding  Award
under the terms of the Plan.

         (y)  "Retirement"  with respect to a Participant  means  termination of
employment which constitutes  retirement under any tax qualified plan maintained
by the Holding Company or the Bank. However,  "Retirement" will not be deemed to
have occurred for purposes of this Plan if a Participant

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continues  to serve on the Board of  Directors  of the  Holding  Company  or its
Affiliates   even  if  such   Participant   is  receiving   benefits  under  any
tax-qualified  retirement plan of the Holding  Company or its  Affiliates.  With
respect to an Outside  Director,  "Retirement"  means the termination of service
from the Board of Directors of the Holding  Company or its Affiliates  following
written notice to the Board as a whole of such Outside  Director's  intention to
retire  or  retirement  as  determined  by the  Holding  Company  or  applicable
Affiliate's bylaws,  except that an Outside Director shall not be deemed to have
"Retired"  for  purposes  of the Plan in the  event he  continues  to serve as a
consultant or advisory director to the Holding Company or any of its Affiliates.

         (z)  "Termination  for  Cause"  shall  mean  termination  because  of a
material loss to the Holding  Company or one of its  subsidiaries  caused by the
Participant's intentional failure to perform stated duties, personal dishonesty,
willful violation of any law, rule,  regulation,  (other than traffic violations
or similar  offenses) or final cease and desist order. No act, or the failure to
act, on  Participant's  part shall be "willful"  unless  done,  or omitted to be
done,  not in good  faith  and  without  reasonable  belief  that the  action or
omission was in the best interest of the Holding Company or its affiliates.

2.       ADMINISTRATION.

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

         (b) The grant of Non-statutory  Stock Options to Outside  Directors are
made herein by the terms of this Plan. Actual  transference of any Non-statutory
Stock Options to Outside  Directors  requires no, nor allows any,  discretion by
the Committee.

3.       TYPES OF AWARDS.

         The following Awards may be granted under the Plan:

         (a)      Non-statutory Stock Options;
         (b)      Incentive Stock Options;
         (c)      Limited Rights;
         (d)      Dividend Adjustment Rights; and
         (e)      Directors Awards

as described below in paragraphs 6 through 10 of the Plan.


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4.       STOCK SUBJECT TO THE PLAN.

         Subject to adjustment as provided in Section 17, the maximum  number of
shares  reserved  hereby for  purchase  pursuant to the  exercise of Options and
Option-related  Awards granted under the Plan is 450,000 shares of which Options
to purchase  315,000  shares are reserved for grants to Employees and Options to
purchase  135,000  shares are  reserved for grants to Outside  Directors.  These
shares of Common Stock subject to Options which may be awarded  hereunder may be
either authorized but unissued shares or authorized shares previously issued and
reacquired by the Holding Company.  To the extent that Options are granted under
the Plan, the shares  underlying  such Options will be unavailable for any other
use  including  future  grants  under the Plan except  that,  to the extent that
Options  terminate,  expire,  are forfeited or are cancelled without having been
exercised (in the case of Limited Rights,  exercised for cash),  new Options may
be made with respect to these shares.

5.       ELIGIBILITY.

         All  Employees  shall be  eligible to receive  Options  under the Plan.
Outside Directors shall only be eligible to receive  Non-statutory Stock Options
under the Plan  under  Section 10 of this Plan.  An  Outside  Director  who is a
former Employee may,  however,  continue to hold  unexercised or unvested Awards
granted while such person was an Employee.

6.       NON-STATUTORY STOCK OPTIONS.

         The Committee may, subject to the limitations of the Plan, from time to
time,  grant  Non-statutory  Stock Options to Employees and, upon such terms and
conditions as the Committee may determine,  grant Non-statutory Stock 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) Exercise  Price.  The Exercise  Price of each  Non-statutory  Stock
Option shall be  determined  by the Committee on the date the option is granted.
Such Exercise  Price shall not be less than 100% of the Fair Market Value of the
Common Stock on the Date of Grant.  Common Stock  underlying such  Non-statutory
Stock Options may be purchased  only upon full payment of the Exercise  Price or
upon operation of an Option  Exercise  Alternative  set out in Section 12 of the
Plan.


         (b) Terms of Options. Non-Statutory Stock Options may in the discretion
of the  Committee be granted at any time and subject to any  conditions  allowed
under this Plan.  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.  Unless  otherwise  determined  by the  Committee,  Non-
statutory Stock Options shall become  exercisable  six months  subsequent to the
Date of Grant; provided, however, that all options shall become fully vested and
exercisable  upon  the  Participant's  termination  due  to  death,  Disability,
Retirement or in the event of a Change in Control.  The Common Stock  comprising
each installment may be purchased in whole or in part at any time during

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the term of such  Non-statutory  Stock  Option  after such  Non-Statutory  Stock
Option  becomes  exercisable.   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. The  acceleration of any Non- statutory Stock Option under the
authority of this paragraph will create no right, expectation or reliance on the
part of any other  Participant or that certain  Participant  regarding any other
unaccelerated Non-statutory Stock Options.

         (c) The terms and conditions of any  Non-statutory  Stock Options shall
be evidenced by an agreement (the "NSO Agreement") which such NSO Agreement will
be subject to the terms and conditions of the Plan.

         (d) Termination of Employment. Notwithstanding any provisions set forth
herein or contained in any NSO Agreement  relating to an award of an Option,  in
the  event  of  termination  for  reasons  other  than  for  death,  Disability,
Retirement  or Change in Control or  Termination  for Cause,  only those options
exercisable at the time of termination may be exercised and only for a period of
one year after such termination.  In the event of the Participant's  termination
of service  for  death,  Disability,  Retirement  or in the event of a Change in
Control,  all options shall become exercisable and may be exercised for a period
of one year after such  termination.  In the event of Termination for Cause, all
rights  under  the  Participant's   Non-Statutory  Stock  Options  shall  expire
immediately upon termination.

7. INCENTIVE STOCK OPTIONS.

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

         (a) Exercise  Price.  The Exercise Price of each Incentive Stock Option
shall be not less than 100% of the Fair Market  Value of the Common Stock on the
Date of Grant. However, if at the time an Incentive Stock Option is granted to a
Participant, the Participant owns Common Stock representing more than 10% of the
total  combined  voting  securities  of the Holding  Company (or,  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 classes of stock of the Holding  Company,
by reason of the ownership of such classes of stock, directly or indirectly,  by
or for any  brother,  sister,  spouse,  ancestor  or lineal  descendent  of such
Participant, or by or for any corporation, partnership, estate or trust of which
such Participant is a shareholder,  partner or beneficiary),  ("10% Owner"), the
Exercise 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 Common Stock on the Date of Grant. Shares may be purchased only upon payment
of the full Exercise Price or upon operation of an Option  Exercise  Alternative
set forth in Section 12 of the Plan.

         (b) Amounts of Incentive Stock Options.  Incentive Stock Options may be
granted to any Employee in such amounts as determined by the Committee; provided
that the amount granted is consistent with the terms of Section 422 of the Code.
In the case of a stock option intended to

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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  7(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 of an
Incentive  Stock Option under this Section 7 exceeds this  $100,000  limit,  the
portion of the Award of an Incentive  Stock Option in excess of such limit shall
be deemed a Non-statutory  Stock Option.  The Committee shall have discretion to
redesignate  Stock Options granted as Incentive  Stock Options as  Non-statutory
Stock Options. Such Non-statutory Stock Options shall be subject to Section 6 of
the Plan.

         (c) Terms of Incentive  Stock Options.  Incentive  Stock Options may in
the  discretion  of the  Committee  be  granted  at any time and  subject to any
conditions  allowed under this Plan. 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 a Participant who is a 10% Owner,  the Incentive Stock Option granted
to such Participant  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 his lifetime only by the Participant to whom it is granted.

         Unless otherwise  determined by the Committee,  Incentive Stock Options
shall become  exercisable six months subsequent to the Date of Grant;  provided,
however,  that all options  shall become fully vested and  exercisable  upon the
Participant's  termination  due to death,  Disability,  Retirement  or Change in
Control.  The shares comprising each installment may be purchased in whole or in
part at any time  during  the term of such  Incentive  Stock  Option  after such
installment  becomes  exercisable.  The Committee  may, in its sole  discretion,
accelerate  the time at which any  Incentive  Stock  Option may be  exercised in
whole or in part. To the extent that such acceleration, through the operation of
law,  destroys  incentive  treatment under the Code, then such accelerated Stock
Option shall be deemed to be a Non-Statutory  Stock Option.  The acceleration of
any Incentive  Stock Option under the authority of this paragraph will create no
right,  expectation  or  reliance on the part of any other  Participant  or that
certain Participant regarding any other unaccelerated Incentive Stock Options.

         (d) The terms and  conditions  of any  Incentive  Stock Option shall be
evidenced by an agreement (the "Incentive  Stock Option  Agreement")  which such
Incentive Stock Option  Agreement will be subject to the terms and conditions of
the Plan.

         (e)  Termination  of  Employment.  Unless  otherwise  determined by the
Committee,  upon the termination of a Participant's service for any reason other
than  death,  Disability,  Retirement  or Change in  Control  the  Participant's
Incentive  Stock Options shall be exercisable  only as to those shares that were
immediately  exercisable by the  Participant at the date of termination and only
for a period of three months following termination;  provided, however, that, in
the event that the

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Committee extends the exercisability of any Incentive Stock Options beyond three
months following  termination,  such Incentive Stock Options shall be treated as
Non-Statutory  Stock Options. In the event of the termination of a Participant's
service  due to  death,  Disability,  Retirement  or in the event of a Change in
Control,  all  of  the  Participant's   Incentive  Stock  Options  shall  become
exercisable  for a period of one year after such  termination.  Notwithstanding,
any  Incentive  Stock  Options are  exercised  more than three  months after the
Participant's terminations, such Options shall be treated as Non-Statutory Stock
Options.   In  the  event  of  Termination   for  Cause  all  rights  under  the
Participant's Incentive Stock Options shall expire immediately upon termination.
In the event of Disability, the period for exercise is one year from termination
of employment.

         (g)  Compliance  with Code. The Incentive  Stock Options  granted under
this Section 7 of the Plan are intended to qualify as "incentive  stock options"
within the meaning of Section 422 of the Code, but the Holding  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. All Incentive  Stock Options that
do not so quality shall be treated as Non-statutory Stock Options.

8.       LIMITED RIGHTS.

         Simultaneously  with the grant of any Option to an  Employee or Outside
Director, 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 in 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.

                  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 underlying Option.

                  Upon exercise of a Limited Right, the underlying  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 purchase  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  receive  from the  Holding  Company  an amount  of cash or some  other
payment  alternative  found in Section 11, equal to the  difference  between the
Exercise Price of the underlying  option and the Fair Market Value of the Common
Stock  subject  to the  underlying  Option  on the  date  the  Limited  Right is
exercised, multiplied by the number of shares with respect to which such Limited
Right is being  exercised.  Payments shall be less an applicable tax withholding
as set forth in Section 18.


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9.        DIVIDEND ADJUSTMENT RIGHT

         Simultaneously  with the  grant of any  Option  under  this  Plan,  the
Committee  may  grant a  Dividend  Adjustment  Right.  Upon  the  payment  of an
Extraordinary  Dividend,  the  Committee  may grant to the  holder of a Dividend
Adjustment  Right a payment from the Holding  Company of an amount of cash equal
to the amount of the  Extraordinary  Dividend paid on one share of Common Stock,
multiplied  by the number of shares of Common  Stock  subject to the  underlying
Option

10.      DIRECTORS' AWARDS

         Awards to Outside  Directors under this Plan  ("Directors'  Awards) are
made in the form of Non-statutory Stock Options. Directors' Awards shall be made
subject to the following terms and conditions:

         (a) Initial Grant of Directors'  Awards.  Each Outside  Director who is
serving  on the Board of  Directors  on the  Effective  Date of this Plan  shall
receive  Non-statutory Stock Options for 6,750 shares of Common Stock, each with
a Dividend  Adjustment Right pursuant to Section 9, which shall be granted as of
the Effective Date of the Plan.

         (b)  Continuing  Grant  of  Directors'  Awards.  Any  Outside  Director
currently serving on the Board of Directors as of the Effective Date of the Plan
who continues to serve as a Director on July 1, 1997 and July 1, 1998,  shall be
granted  Options for 6,750 shares on each  respective date pursuant to the terms
fixed by the Committee.

         (c) Grants to Subsequent  Outside  Directors.  To the extent Options to
purchase  shares are available for grant under the Plan, due to such Options not
being reserved for granting  under  paragraphs (a) and (b) of this Section 10 or
due to  forfeiture  of Options  previously  awarded to  Outside  Directors,  the
Committee  shall have the authority to grant such  available  Options to Outside
Directors in amounts and with terms as determined by the Committee.

         The terms and  conditions of any Director Award will be evidenced by an
agreement which shall be subject to the terms and conditions of the Plan.

         (d) Exercise  Price.  The Exercise  Price of each  Non-statutory  Stock
Option  awarded to an Outside  Director shall equal the Fair Market Value of the
Common  Stock on the date of the grant of the  Option.  Shares may be  purchased
only upon full  payment of the  Exercise  Price or upon  operation  of an Option
Exercise Alternative set forth in Section 12 of the Plan.

         (e) Terms of  Non-statutory  Stock Options  Award to Directors.  Unless
otherwise  determined by the Committee,  Non-Statutory  Stock Options granted to
Outside Directors shall become  exercisable six months subsequent to the Date of
Grant.  The term  during  which each  Non-statutory  Stock  Option  awarded to a
director may be exercised  shall be 10 years from the Date of Grant.  The shares
comprising  each  installment  may be  purchased in whole or in part at any time
during the term of such Non-statutory Stock Option.

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         (f) Death,  Disability,  Retirement or Change in Control of a Director.
All Stock Options shall be fully vested and exercisable upon death,  Disability,
Retirement or Change in Control.

         (g)  Forfeiture.  If the service of an Outside  Director as a member of
the Board is terminated for any other reason than death, Disability,  Retirement
or Change in Control, all unvested Stock Options shall be forfeited  immediately
upon such termination and the Outside Director shall have no further rights with
respect to such Directors' Award.

11.      PAYOUT ALTERNATIVES

         Payments due to a  Participant  upon the exercise or  redemption  of an
Award, may be made under the following terms and conditions:

         (a) Discretion of the Committee.  The Committee has the sole discretion
to determine the form of payment (whether monetary,  Common Stock, a combination
of payout  alternatives  or otherwise) it shall use in making  distributions  or
payments for all Options.  If the Committee  requests any or all Participants to
make  an  election  as to form of  payment  or  distribution,  it  shall  not be
considered bound by the election.

         (b)  Payment in the form of Common  Stock.  Any shares of Common  Stock
tendered  in  satisfaction  of an  obligation  arising  under this Plan shall be
valued  at the  Fair  Market  Value  of the  Common  Stock  at the  time  of the
distribution.  The  Committee may use Common Stock in Treasury or may direct the
market purchase of such Common Stock to satisfy its obligations under this Plan.

12.      OPTION EXERCISE ALTERNATIVES

         The Committee  has sole  discretion to determine the form of payment it
will accept for the exercise of an Option. The Committee may indicate acceptable
forms in the  Incentive  Stock Option or  Non-statutory  Stock Option  Agreement
covering such Options or may reserve its decision until the time of exercise. No
Option is to be  considered  exercised  until payment in full is accepted by the
Committee or its agent.

     (a) Cash  Payment.  The exercise  price may be paid in cash or by certified
check.

     (b) Borrowed  Funds.  To the extent  permitted by law,  the  Committee  may
permit all or a portion of the  exercise  price of an Option to be paid  through
borrowed funds.

     (c)  Exchange  of  Common  Stock.  (i)  The  Committee  may,  in  its  sole
discretion,  permit  payment by the tendering of previously  acquired  shares of
Common Stock.


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<PAGE>



                  (ii) Any  shares of Common  Stock  tendered  in payment of the
exercise  price of an Option  shall be valued  at the Fair  Market  Value of the
Common Stock on the date prior to the date of exercise.

13.      GRANTS IN THE EVENT OF A CHANGE IN CONTROL

         (a) In the event of a Change in Control,  Options  then  available  for
grant under this Plan pursuant to Section 4 shall be automatically granted among
those current  Employees and current Outside  Directors who have previously been
granted  Options under this Plan,  as of the date of the Change in Control.  The
number of shares  subject  to  Options  to be  granted  to each such  individual
pursuant to this Section 13 shall be  determined  by  multiplying  the number of
Options to purchase shares of Common Stock then available for grant to Employees
and Outside Directors,  respectively,  pursuant to Section 4 by a fraction,  the
numerator  of which is the number of Options to purchase  shares of Common Stock
previously  granted to that  individual  under this Plan, and the denominator of
which is the total  number  of  Options  to  purchase  shares  of  Common  Stock
previously granted to all Employees, in the case of an Employee, and all current
Outside Directors, in the case of an Outside Director, under this Plan.

         (b) The Exercise  Price for any option  granted  pursuant to Section 13
shall be the average of the  Exercise  Price of each share of Common  Stock,  as
adjusted pursuant to Section 17, subject to an Option granted under this Plan to
the respective Employee or Outside Director prior to the Change in Control.

         (c) All Options granted pursuant to Section 13 shall be 100% vested and
exercisable upon the Change in Control and shall remain exercisable for a period
of 10 years from the date of grant.

14.      RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY.

         (a) No  Participant  or  Outside  Director  shall  have any rights as a
shareholder  with  respect  to any shares of Common  Stock  covered by an Option
until the date of issuance of a stock certificate for such Common Stock. Nothing
in this  Plan or in any  Option  granted  confers  on any  person  any  right to
continue in the employ or service of 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.

         (b) No Option shall be transferred, assigned, hypothecated, or disposed
of in any manner by a Participant or Outside  Director other than by will or the
laws  of  intestate  succession;  provided,  however,  that  with  respect  to a
Non-qualified  Stock  Option,  the  Committee  or full Board may,  in their sole
discretion,  permit transferability if such transfer is, in the determination of
the  Committee  or full  Board,  for valid  estate  planning  purposes  and such
transfer  is  permitted  under  the Code and Rule  16b-3  promulgated  under the
Exchange  Act.  For the  purposes of this  section a transfer  for valid  estate
planning purposes  includes,  but is not limited to: (a) a transfer to revocable
intervivos  trust as to which the  Participant  or Outside  Director is both the
settlor and trustee, or (b) a transfer

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<PAGE>



for no  consideration  to:  (i)  any  member  of the  Participant's  or  Outside
Director's Immediate Family, (ii) any trust solely for the benefit of members of
the Participant's or Outside Director's  Immediate Family, (iii) any partnership
whose only  partners  are  members of the  Participant's  or Outside  Director's
Immediate Family, and (iv) any limited liability corporation or corporate entity
whose only members or equity owners are members of the  Participant's or Outside
Director's Immediate Family. For purposes of this Section 14, "Immediate Family"
includes,  but is  not  necessarily  limited  to,  a  Participant's  or  Outside
Director's spouse, children, and grandchildren.

         (c) Nothing  contained in this Section 14 shall be construed to require
the Committee or full Board to give its approval to any transfer of an Option or
portion thereof, and approval to transfer any Option or portion thereof does not
mean that such  approval  will be given for the  transfer of any other Option or
portion of an Option.  The  transferee  of any Option shall be subject to all of
the terms and  conditions  applicable  to such Option  immediately  prior to the
transfer  and shall be subject to the rules and  regulations  proscribed  by the
Committee or full Board with respect to such Option.  The  Committee or the full
Board may limit the amount of any Option,  whether as to number or percentage of
underlying shares, for which permission to transfer is otherwise granted.

15.      AGREEMENT WITH GRANTEES.

         Each Option will be  evidenced  by a written  agreement  ("Agreement"),
executed by the  Participant or Outside  Director and the Holding Company or its
Affiliates  that  describes  the terms and  conditions  for receiving the Option
including  the date of  Option,  the  Exercise  Price if any,  the term or other
applicable periods, and other terms and conditions as may be required or imposed
by the  Plan,  the  Board of  Directors,  tax law  consideration  or  applicable
securities law.

16.      DESIGNATION OF BENEFICIARY.

         A  Participant  or  Outside  Director  may,  with  the  consent  of the
Committee,  designate a person or persons to receive, in the event of death, any
Option 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 or Outside  Director fails  effectively to
designate a beneficiary,  then the  Participant's or Outside  Director's  estate
will be deemed to be the beneficiary.

17.      ADJUSTMENTS.

         In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend, 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 Holding Company, the Committee will make such
adjustments to previously  granted Awards, to prevent dilution or enlargement of
the rights of the Participant or Outside  Director,  including any or all of the
following:


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<PAGE>



         (a)      adjustments  in the  aggregate  number  or kind of  shares  of
                  Common  Stock or other  securities  that may  underlie  future
                  Options under the Plan;

         (b)      adjustments  in the  aggregate  number  or kind of  shares  of
                  Common Stock or other  securities  underlying  Options 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  or Outside  Director  under a previously
granted Option.  All awards under this Plan shall be binding upon any successors
or assigns of the Holding Company.

18.      TAX WITHHOLDING.

         Awards  under  this Plan shall be  subject  to tax  withholding  to the
extent  required  by  any  governmental   authority.  If  this  Plan  meets  the
requirements under 17 C.F.R. ss.240.16b-3 under the Exchange Act ("Rule 16b-3"),
then any withholding shall comply with Rule 16b-3 or any amendment or successive
rule.

19.      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,  prospectively  or  retroactively;  provided
however,  that provisions governing grants of Options and Limited Rights, unless
permitted by the rules  promulgated  to Section 16(b) of the Exchange Act, shall
not be amended  more than once every six months  other than to comport  with the
Internal  Revenue  Code or the  Employee  Retirement  Income  Security  Act,  if
applicable.

         No such termination, modification or amendment may affect the rights of
a  Participant  or Outside  Director  under an  outstanding  Option  without the
written permission of such Participant or Outside Directors.

20.      APPROVAL OF SHAREHOLDERS.

         The Plan shall be presented to  shareholders  for approval for purposes
of: (i) obtaining  favorable  treatment  under  Section 16(b) of the  Securities
Exchange  Act; (ii)  obtaining  preferential  tax treatment for Incentive  Stock
Options; and (iii) maintaining listing on Nasdaq National Market. The failure to
obtain shareholder approval will not effect the validity or effectiveness of the
Plan and the Options granted hereunder,  provided,  however, that if the Plan is
not  approved  by  stockholders,  the  Board  of  Directors  may,  in  its  sole
discretion, terminate the Plan and rescind any Options granted hereunder and, to
the extent the Board of Directors  does not exercise its discretion to terminate
the  Plan,  any  Incentive   Stock  Options   granted  shall  be  deemed  to  be
Non-Statutory Stock Options.


                                                        13

<PAGE>



21.      TERMINATION OF THE PLAN.

         The  right to grant  Options  under the Plan  will  terminate  upon the
earlier of (i) ten (10) years after the  Effective  Date or (ii) the issuance of
Common  Stock or (iii) the  exercise  of  Options,  or  related  Limited  Rights
equivalent to the maximum number of shares  reserved under the Plan as set forth
in Section 4. The Board of Directors  has the right to suspend or terminate  the
Plan at any  time,  provided  that,  except  as to  termination  of the  Plan or
rescission of awards pursuant to Section 20 hereof, no such action will, without
the consent of a Participant or Outside  Director,  adversely  affect his vested
rights under a previously granted Option.

22.      APPLICABLE LAW.

         The Plan will be  administered in accordance with the laws of the state
of Delaware.

23.      COMPLIANCE WITH SECTION 16.

         If this Plan is  qualified  under Rule 16b-3 (or any  successor  rule),
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,  such provisions shall be
deemed null and void, to the extent permitted by law and deemed advisable by the
Committee.

24.      DELEGATION OF AUTHORITY

         The  Committee  may delegate all authority  for: the  determination  of
forms of  payment  to be made by or  received  by the  Plan;  the  execution  of
Agreements;  the  determination of Fair Market Value;  the  determination of all
other aspects of administration  of the plan to the executive  officer(s) of the
Holding  Company or Reliance  Federal  Savings Bank ("Bank").  The Committee may
rely on the descriptions,  representations,  reports and estimate provided to it
by the management of the Holding  Company or the Bank for  determinations  to be
made pursuant to the Plan.














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<PAGE>



         IN WITNESS  WHEREOF,  Reliance  Bancorp,  Inc.  established  this Plan,
effective  as of the 17th  day of July,  1996 and  amended  and  restated  as of
January  21,  1997,  with this  Amended  and  Restated  Plan to be executed by a
designee of the Board of  Directors  its duly  corporate  seal to be affixed and
duly attested.



[CORPORATE SEAL]                            RELIANCE BANCORP, INC.



ADOPTED BY THE BOARD OF DIRECTORS:

   July 17, 1996                  By:   ______________________________
Date                                    Raymond L. Nielsen
                                        Chairman of the Board of Directors
                                        For the Board of Directors


APPROVED BY STOCKHOLDERS:

 November 12, 1996                By:  ______________________________
   Date                                Robert F. Pelosi
                                       Secretary



AMENDED AND RESTATED BY ACTION OF THE BOARD OF DIRECTORS:



 February 19, 1997                 By:  ______________________________
Date                                   Raymond L. Nielsen
                                       Chairman of the Board of Directors
                                       For the Board of Directors

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