EXHIBIT 10.10
                          KEYSTONE FINANCIAL, INC.

                          1992 STOCK INCENTIVE PLAN

      The  purposes  of the  1992  Stock  Incentive  Plan  (the  "Plan")  are to
encourage eligible employees of Keystone Financial, Inc. (the "Corporation") and
its  Subsidiaries  to increase  their efforts to make the  Corporation  and each
Subsidiary  more  successful,  to  provide  an  additional  inducement  for such
employees  to remain  with the  Corporation  or a  Subsidiary,  to  reward  such
employees by providing an opportunity to acquire shares of the Common Stock, par
value $2.00 per share,  of the  Corporation  (the  "Common  Stock") on favorable
terms and to provide a means  through  which the  Corporation  may attract  able
persons to enter the employ of the Corporation or one of its  Subsidiaries.  For
the purposes of the Plan,  the term  "Subsidiary"  means any  corporation  in an
unbroken chain of corporations  beginning with the  Corporation,  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  at least fifty percent  (50%) or more of the total  combined  voting
power of all classes of stock in one of the other corporations in the chain.


                                  SECTION 1
                                Administration

      The Plan shall be administered by a Committee (the "Committee")  appointed
by the Board of Directors of the Corporation (the "Board") and consisting of not
less than two members of the Board,  each of whom at the time of  appointment to
the Committee and at all times during service as a member of the Committee shall
be a  "disinterested  person"  as  then  defined  under  Rule  16b-3  under  the
Securities  Exchange Act of 1934,  as amended (the "1934 Act") or any  successor
rule.

      The  Committee   shall  interpret  the  Plan  and  prescribe  such  rules,
regulations  and procedures in connection  with the operations of the Plan as it
shall deem to be necessary  and  advisable  for the  administration  of the Plan
consistent with the purposes of the Plan.

      The  Committee  shall keep  records  of action  taken at its  meetings.  A
majority of the Committee shall constitute a quorum at any meeting, and the acts
of a  majority  of the  members  present  at any  meeting  at which a quorum  is
present,  or acts approved in writing by a majority of the  Committee,  shall be
the acts of the Committee.


                                  SECTION 2
                                 Eligibility

      Those   employees  of  the   Corporation   or  any  Subsidiary  who  share
responsibility  for the management,  growth or protection of the business of the
Corporation  or any  Subsidiary  shall be eligible to be granted  stock  options
(with or without reload option rights and/or cash payment rights) and to receive
restricted share, performance unit or bonus share awards as described herein.

Subject to the provisions of the Plan,  the Committee  shall have full and final
authority,  in its  discretion,  to grant stock options (with or without  reload
option  rights  and/or  cash  payment  rights) and to award  restricted  shares,
performance  units and bonus  shares as described  herein and to  determine  the
employees to whom any such grant or award shall be made and the number of shares
or units to be covered thereby.  In determining the eligibility of any employee,
as well as in determining the number of shares or units covered by each grant or
award of a stock option,  restricted  shares,  performance units or bonus shares
and whether  reload option rights and/or cash payment rights shall be granted in
conjunction  with a stock option,  the Committee shall consider the position and
the  responsibilities of the employee being considered,  the nature and value to
the  Corporation  or a  Subsidiary  of his or her  services,  his or her present

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and/or potential  contribution to the success of the Corporation or a Subsidiary
and such other factors as the Committee may deem relevant.


                                  SECTION 3
                       Shares Available under the Plan

      The aggregate number of shares of the Common Stock which may be issued and
as to which  grants or  awards  of stock  options  (including  reload  options),
restricted shares,  performance units or bonus shares may be made under the Plan
is 1,250,000  shares,  subject to adjustment  and  substitution  as set forth in
Section 7. If any stock  option  granted  under the Plan is  cancelled by mutual
consent or terminates or expires for any reason without having been exercised in
full, the number of shares subject thereto shall again be available for purposes
of the Plan. If shares of Common Stock are forfeited to the Corporation pursuant
to the restrictions  applicable to restricted shares awarded under the Plan, the
shares so forfeited shall not again be available for purposes of the Plan unless
during the period such shares were outstanding the grantee received no dividends
or other  "benefits of ownership"  from such shares.  To the extent any award of
performance  units is not  earned or is paid in cash  rather  than  shares,  the
number of shares  covered  thereby  shall again be available for purposes of the
Plan. The shares which may be issued under the Plan may be either authorized but
unissued  shares or treasury  shares or partly each, as shall be determined from
time to time by the Board.


                                  SECTION 4
                    Grant of Stock Options, Reload Options
                    and Cash Payment Rights and Awards of
            Restricted Shares, Performance Units and Bonus Shares

      The  Committee  shall  have  authority,  in its  discretion,  (a) to grant
"incentive  stock options"  pursuant to Section 422 of the Internal Revenue Code
of 1986 (the "Code"), to grant "nonstatutory stock options" (i.e., stock options
which do not  qualify  under  Sections  422 or 423 of the Code) or to grant both
types of stock options (but not in tandem),  (b) to award restricted shares, (c)
to award  performance  units and (d) to award bonus shares.  The Committee  also
shall have the authority,  in its  discretion,  to grant reload option rights in
conjunction with incentive stock options or nonstatutory  stock options with the
effect  provided in Section 5(D) and to grant cash payment rights in conjunction
with nonstatutory stock options with the effect provided in Section 5(E). Reload
option rights granted in conjunction  with an incentive stock option may only be
granted at the time the incentive  stock option is granted.  Cash payment rights
may not be granted in conjunction  with incentive  stock options.  Reload option
rights and/or cash payment  rights  granted in  conjunction  with a nonstatutory
stock option may be granted either at the time the stock option is granted or at
any time thereafter during the term of the stock option.

      Notwithstanding  any other provision contained in the Plan or in any stock
option  agreement,  but  subject to the  possible  exercise  of the  Committee's
discretion  contemplated  in the last  sentence of this Section 4, the aggregate
fair market value,  determined as provided in Section 5(I) on the date of grant,
of the shares with respect to which  incentive stock options are exercisable for
the first time by an employee  during any  calendar  year under all plans of the
corporation  employing  such employee,  any parent or subsidiary  corporation of
such corporation and any predecessor  corporation of any such corporation  shall
not exceed  $100,000.  If the date on which one or more of such incentive  stock
options could first be exercised would be accelerated  pursuant to any provision
of the Plan or any stock option agreement, and the acceleration of such exercise
date would result in a violation of the  restriction  set forth in the preceding
sentence,  then,   notwithstanding  any  such  provision,  but  subject  to  the
provisions of the next succeeding sentence, the exercise dates of such incentive
stock options shall be  accelerated  only to the date or dates,  if any, that do
not result in a violation of such  restriction  and, in such event, the exercise
dates of the  incentive  stock  options with the lowest  option  prices shall be
accelerated to the earliest such dates.  The Committee  may, in its  discretion,
authorize the  acceleration  of the exercise date of one or more incentive stock
options even if such  acceleration  would violate the $100,000  restriction  set
forth in the first sentence of this  paragraph and even if such incentive  stock
options are thereby converted in whole or in part to nonstatutory stock options.

<PAGE>

                                  SECTION 5
                    Terms and Conditions of Stock Options,
                 Reload Option Rights and Cash Payment Rights

      Stock options,  reload option rights and cash payment rights granted under
the Plan shall be subject to the following terms and conditions:

            (A) The  purchase  price at which each stock option may be exercised
      (the  "option  price")  shall  be  such  price  as the  Committee,  in its
      discretion, shall determine but shall not be less than one hundred percent
      (100%) of the fair market value per share of the Common  Stock  covered by
      the  stock  option  on the date of  grant,  except  that in the case of an
      incentive  stock option granted to an employee who,  immediately  prior to
      such grant, owns stock possessing more than ten percent (10%) of the total
      combined  voting power of all classes of stock of the  Corporation  or any
      Subsidiary (a "Ten Percent Employee"),  the option price shall not be less
      than one hundred ten percent  (110%) of such fair market value on the date
      of grant.  For purposes of this Section 5(A), the fair market value of the
      Common Stock shall be determined as provided in Section 5(I). For purposes
      of this Section 5(A), an individual  (i) shall be considered as owning not
      only shares of stock owned  individually but also all shares of stock that
      are at the time  owned,  directly  or  indirectly,  by or for the  spouse,
      ancestors,  lineal  descendants  and brothers and sisters  (whether by the
      whole or half blood) of such  individual  and (ii) shall be  considered as
      owning proportionately any shares owned, directly or indirectly, by or for
      any corporation,  partnership, estate or trust in which such individual is
      a shareholder, partner or beneficiary.

            (B) The  option  price for each stock  option  shall be paid in full
      upon  exercise  and  shall be  payable  in cash in United  States  dollars
      (including  check,  bank draft or money  order),  which may  include  cash
      forwarded through a broker or other agent-sponsored  exercise or financing
      program;  provided,  however,  that  in  lieu  of  such  cash  the  person
      exercising  the stock option may (if  authorized  by the  Committee at the
      time of grant in the case of an incentive stock option,  or at any time in
      the case of a nonstatutory  stock option) pay the option price in whole or
      in part by delivering to the Corporation shares of the Common Stock having
      a fair  market  value  on the  date  of  exercise  of  the  stock  option,
      determined as provided in Section 5(I),  equal to the option price for the
      shares  being  purchased;  except that (i) any portion of the option price
      representing  a fraction of a share shall in any event be paid in cash and
      (ii) no shares of the Common  Stock which have been held for less than six
      months may be delivered in payment of the option price of a stock  option.
      If the person exercising a stock option  participates in a broker or other
      agent-sponsored  exercise  or  financing  program,  the  Corporation  will
      cooperate with all  reasonable  procedures of the broker or other agent to
      permit  participation  by the person  exercising  the stock  option in the
      exercise or financing program. Notwithstanding any procedure of the broker
      or other  agent-sponsored  exercise or  financing  program,  if the option
      price is paid in cash,  the  exercise  of the  stock  option  shall not be
      deemed to occur and no shares of the Common Stock will be issued until the
      Corporation has received full payment in cash (including check, bank draft
      or money order) for the option  price from the broker or other agent.  The
      date of exercise of a stock option shall be  determined  under  procedures
      established  by the  Committee,  and as of the date of exercise the person
      exercising the stock option shall be considered for all purposes to be the
      owner of the  shares  with  respect  to which  the stock  option  has been
      exercised.  Payment of the option price with shares shall not increase the
      number of shares of the Common Stock which may be issued under the Plan as
      provided in Section 3.

            (C) No  stock  option  shall  be  exercisable  by a  grantee  during
      employment  during  the first six  months  of its term,  except  that this
      limitation on exercise shall not apply if Section 8(B) becomes applicable.
      No stock option shall be  exercisable  after the  expiration  of ten years
      (five  years in the case of an  incentive  stock  option  granted to a Ten
      Percent  Employee)  from the date of grant.  A stock  option to the extent
      exercisable at any time may be exercised in whole or in part.

<PAGE>

            (D) Reload option rights granted in conjunction  with a stock option
      shall  entitle  the  original  grantee  of the stock  option  (and  unless
      otherwise  determined  by the  Committee,  in its  discretion,  only  such
      original  grantee),  upon  exercise  of the stock  option  or any  portion
      thereof  through  delivery of previously  owned shares of Common Stock, to
      automatically  be granted on the date of such exercise a new  nonstatutory
      stock  option  (a  "reload  option")  (i) for a number of shares of Common
      Stock not  exceeding  the  number of shares  delivered  in  payment of the
      option price of the original option,  (ii) having an option price not less
      than one hundred  percent (100%) of the fair market value per share of the
      Common  Stock  covered by the reload  option on such date of grant,  (iii)
      having an expiration  date not later than the expiration date of the stock
      option so exercised and (iv)  otherwise  having terms  permissible  for an
      original grant of a stock option under the Plan.  Subject to the preceding
      sentence and the other  provisions  of the Plan,  reload option rights and
      reload options granted  thereunder shall have such terms and be subject to
      such restrictions and conditions,  if any, as shall be determined,  in its
      discretion, by the Committee and set forth in the agreement referred to in
      Section  5(H)  relating to the  original  option with respect to which the
      reload  option rights were granted or, for reload option rights and reload
      options not granted in conjunction  with an incentive stock option,  in an
      amendment  to such  agreement or in the  agreement  relating to the reload
      option or an amendment  thereto.  In granting  reload option  rights,  the
      Committee,  may, in its discretion,  provide for successive  reload option
      grants upon the  exercise of reload  options  granted  thereunder.  Unless
      otherwise determined, in its discretion,  by the Committee,  reload option
      rights shall entitle the grantee to be granted  reload options only if the
      underlying  option to which they relate is exercised by the grantee during
      employment  with the  Corporation  or a  Subsidiary.  Notwithstanding  any
      provision of the Plan or any stock option  agreement,  no holder of reload
      option rights may be granted a reload  option  covering a number of shares
      in excess of the number of shares then remaining available under the Plan.
      Except  as  otherwise  specifically  provided  herein or  required  by the
      context, the term "stock option" as used in this Plan shall include reload
      options granted hereunder. For the purposes of this Section 5(D), the fair
      market  value of the Common  Stock  shall be  determined  as  provided  in
      Section 5(I).

            (E) Cash payment rights  granted in conjunction  with a nonstatutory
      stock  option  shall  entitle the person who is  entitled to exercise  the
      stock option, upon exercise of the stock option or any portion thereof, to
      receive  cash  from the  Corporation  (in  addition  to the  shares  to be
      received upon  exercise of the stock  option) equal to such  percentage as
      the Committee,  in its  discretion,  shall  determine not greater than one
      hundred  percent  (100%) of the excess of the fair market value of a share
      of the Common  Stock on the date of exercise of the stock  option over the
      option  price  per share of the stock  option  times the  number of shares
      covered by the stock  option,  or  portion  thereof,  which is  exercised.
      Payment of the cash provided for in this Section 5(E) shall be made by the
      Corporation  as soon as  practicable  after the time the amount payable is
      determined. The Committee may, in its discretion, provide for the grant of
      cash payment  rights in connection  with reload  options.  For purposes of
      this  Section  5(E),  the fair market  value of the Common  Stock shall be
      determined as provided in Section 5(I).

            (F) No stock option shall be transferable  by the grantee  otherwise
      than by Will, or if the grantee dies intestate, by the laws of descent and
      distribution of the state of domicile of the grantee at the time of death.
      All stock options shall be exercisable  during the lifetime of the grantee
      only by the grantee.

            (G) Subject to the  provisions of Section 4 in the case of incentive
      stock options,  unless the Committee,  in its discretion,  shall otherwise
      determine:

                  (i) If the employment of a grantee who is not disabled  within
            the meaning of Section 422(c)(6) of the Code (a "Disabled  Grantee")
            is voluntarily  terminated  with the consent of the Corporation or a
            Subsidiary  or a grantee  retires under any  retirement  plan of the
            Corporation or a Subsidiary,  any then  outstanding  incentive stock
            option held by such grantee shall be exercisable by the grantee (but
            only to the extent  exercisable by the grantee  immediately prior to
            the  termination  of employment) at any time prior to the expiration
            date of such incentive stock option or within three months after the
            date of termination of employment, whichever is the shorter period;

<PAGE>

                  (ii) If the  employment  of a  grantee  who is not a  Disabled
            Grantee  is   voluntarily   terminated   with  the  consent  of  the
            Corporation  or  a  Subsidiary  or  a  grantee   retires  under  any
            retirement  plan  of  the  Corporation  or a  Subsidiary,  any  then
            outstanding  nonstatutory stock option held by such grantee shall be
            exercisable  by the grantee (but only to the extent  exercisable  by
            the grantee  immediately  prior to the termination of employment) at
            any time prior to the  expiration  date of such  nonstatutory  stock
            option  or  within  one  year  after  the  date  of  termination  of
            employment, whichever is the shorter period;

                  (iii) If the employment of a grantee who is a Disabled Grantee
            is voluntarily  terminated  with the consent of the Corporation or a
            Subsidiary,  any then outstanding  stock option held by such grantee
            shall be  exercisable  by the  grantee  in full  (whether  or not so
            exercisable by the grantee  immediately  prior to the termination of
            employment) by the grantee at any time prior to the expiration  date
            of  such  stock  option  or  within  one  year  after  the  date  of
            termination of employment, whichever is the shorter period;

                  (iv) Following the death of a grantee during  employment,  any
            outstanding  stock  option  held by the grantee at the time of death
            shall be  exercisable  in full (whether or not so exercisable by the
            grantee immediately prior to the death of the grantee) by the person
            entitled to do so under the Will of the grantee,  or, if the grantee
            shall fail to make  testamentary  disposition of the stock option or
            shall die intestate,  by the legal  representative of the grantee at
            any time prior to the expiration date of such stock option or within
            one year after the date of death, whichever is the shorter period;

                  (v)  Following  the death of a grantee  after  termination  of
            employment  during a period when a stock option is exercisable,  any
            outstanding  stock  option  held by the grantee at the time of death
            shall be exercisable by such person entitled to do so under the Will
            of the  grantee  or by such  legal  representative  (but only to the
            extent the stock option was  exercisable by the grantee  immediately
            prior  to  the  death  of the  grantee)  at any  time  prior  to the
            expiration  date of such  stock  option or within one year after the
            date of death, whichever is the shorter period; and

                  (vi) Unless the exercise  period of a stock  option  following
            termination  of employment  has been extended as provided in Section
            8(C), if the employment of a grantee terminates for any reason other
            than voluntary  termination with the consent of the Corporation or a
            Subsidiary,  retirement under any retirement plan of the Corporation
            or a Subsidiary or death, all outstanding  stock options held by the
            grantee  at  the  time  of  such  termination  of  employment  shall
            automatically terminate.

            Whether  termination of employment is a voluntary  termination  with
      the consent of the  Corporation or a Subsidiary and whether a grantee is a
      Disabled  Grantee shall be determined in each case, in its discretion,  by
      the Committee and any such  determination  by the Committee shall be final
      and binding.

            If a grantee of a stock  option,  reload option  rights,  restricted
      shares or  performance  units  engages in the operation or management of a
      business  (whether  as owner,  partner,  officer,  director,  employee  or
      otherwise and whether during or after  termination of employment) which is
      in  competition  with  the  Corporation  or any of its  Subsidiaries,  the
      Committee may immediately  terminate all outstanding stock options held by
      the grantee,  declare  forfeited all restricted shares held by the grantee
      as to  which  the  restrictions  have not yet  lapsed  and  terminate  all
      outstanding  performance  unit  awards  held by the  grantee for which the
      applicable Performance Period has not been completed;  provided,  however,
      that  this  sentence  shall not  apply if the  exercise  period of a stock
      option  following  termination of employment has been extended as provided
      in Section 8(C), if the lapse of the restrictions applicable to restricted
      shares  has  been  accelerated  as  provided  in  Section  8(D)  or  if  a
      performance  unit has been  deemed to have  been  earned  as  provided  in
      Section 8(E). Whether a grantee has engaged in the operation or management
      of a business which is in competition with the

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      Corporation or any of its  Subsidiaries  shall also be determined,  in its
      discretion,  by the Committee, and any such determination by the Committee
      shall be final and binding.

            (H) All stock options,  reload option rights and cash payment rights
      shall be confirmed by an agreement,  or an amendment thereto,  which shall
      be executed on behalf of the  Corporation by the Chief  Executive  Officer
      (if other than the President),  the President or any Vice President and by
      the grantee.

            (I) Fair market  value of the Common Stock shall be the mean between
      the following prices, as applicable,  for the date as of which fair market
      value is to be determined as quoted in The Wall Street Journal (or in such
      other  reliable  publication  as the  Committee,  in its  discretion,  may
      determine to rely upon): (a) if the Common Stock is listed on the New York
      Stock  Exchange,  the  highest  and lowest  sales  prices per share of the
      Common Stock as quoted in the NYSE-Composite Transactions listing for such
      date, (b) if the Common Stock is not listed on such exchange,  the highest
      and lowest  sales prices per share of Common Stock for such date on (or on
      any composite  index  including)  the principal  United States  securities
      exchange  registered  under  the  1934 Act on which  the  Common  Stock is
      listed, or (c) if the Common Stock is not listed on any such exchange, the
      highest  and lowest  sales  prices per share of the Common  Stock for such
      date  on  the  National   Association  of  Securities   Dealers  Automated
      Quotations System or any successor system then in use ("NASDAQ"). If there
      are no such sale price  quotations  for the date as of which  fair  market
      value is to be determined but there are such sale price quotations  within
      a  reasonable  period  both  before and after such date,  then fair market
      value  shall be  determined  by  taking a  weighted  average  of the means
      between the highest and lowest  sales prices per share of the Common Stock
      as so quoted on the nearest  date  before and the  nearest  date after the
      date as of which fair market value is to be determined. The average should
      be weighted  inversely by the  respective  numbers of trading days between
      the  selling  dates and the date as of which  fair  market  value is to be
      determined.  If there are no such  sale  price  quotations  on or within a
      reasonable  period  both before and after the date as of which fair market
      value is to be  determined,  then fair  market  value of the Common  Stock
      shall be the mean  between the bona fide bid and asked prices per share of
      Common  Stock  as so  quoted  for such  date on  NASDAQ,  or if none,  the
      weighted  average of the means between such bona fide bid and asked prices
      on the nearest  trading date before and the nearest trading date after the
      date as of which fair market value is to be determined, if both such dates
      are within a reasonable  period.  The average is to be  determined  in the
      manner  described  above in this Section 5(I). If the fair market value of
      the Common Stock cannot be determined on the basis previously set forth in
      this  Section  5(I) on the date as of  which  fair  market  value is to be
      determined,  the Committee  shall in good faith  determine the fair market
      value of the  Common  Stock  on such  date.  Fair  market  value  shall be
      determined  without  regard to any  restriction  other than a  restriction
      which, by its terms, will never lapse.

            (J) The obligation of the  Corporation to issue shares of the Common
      Stock  under  the Plan  shall be  subject  to (i) the  effectiveness  of a
      registration  statement under the Securities Act of 1933, as amended, with
      respect to such shares,  if deemed necessary or appropriate by counsel for
      the Corporation, (ii) the condition that the shares shall have been listed
      (or  authorized  for listing upon official  notice of issuance)  upon each
      stock  exchange,  if any,  on which the  Common  Stock  shares may then be
      listed and (iii) all other applicable laws, regulations,  rules and orders
      which may then be in effect.

      Subject  to the  foregoing  provisions  of  this  Section  and  the  other
provisions of the Plan, any stock option granted under the Plan may be exercised
at such times and in such amounts and be subject to such  restrictions and other
terms and conditions,  if any, as shall be determined, in its discretion, by the
Committee  and set forth in the  agreement  referred to in Section  5(H),  or an
amendment thereto.

                                  SECTION 6
                  Terms and Conditions of Restricted Share,
                   Performance Unit and Bonus Share Awards

<PAGE>


(A)  Restricted Shares.

      Restricted  share awards shall be evidenced by a written  agreement in the
form  prescribed by the Committee in its  discretion,  which shall set forth the
number of shares of the Common Stock awarded,  the restrictions  imposed thereon
(including,  without  limitation,  restrictions  on the right of the  grantee to
sell, assign,  transfer or encumber such shares while such shares are subject to
other  restrictions  imposed  under  this  Section  6),  the  duration  of  such
restrictions,  events (which may, in the  discretion of the  Committee,  include
performance-based  events) the  occurrence  of which would cause a forfeiture of
the  restricted  shares and such other terms and  conditions as the Committee in
its discretion  deems  appropriate.  Restricted  share awards shall be effective
only upon execution of the applicable  restricted  share  agreement on behalf of
the  Corporation by the Chief  Executive  Officer (if other than the President),
the President or any Vice President, and by the grantee.

      Following a restricted  share award and prior to the lapse or  termination
of the applicable  restrictions,  the Committee shall deposit share certificates
for such  restricted  shares in  escrow.  Upon the lapse or  termination  of the
applicable  restrictions (and not before such time), the grantee shall be issued
or transferred share  certificates for such restricted  shares.  From the date a
restricted  share award is effective,  the grantee  shall be a shareholder  with
respect to all the shares  represented by such  certificates  and shall have all
the rights of a shareholder with respect to all such shares, including the right
to vote such shares and to receive all  dividends and other  distributions  paid
with respect to such shares,  subject  only to the  restrictions  imposed by the
Committee.

(B)  Performance Units.

      The  Committee  may award  performance  units  which shall be earned by an
awardee based on the level of performance over a specified period of time by the
Corporation,  a Subsidiary  or  Subsidiaries,  any branch,  department  or other
portion thereof or the awardee individually, as determined by the Committee. For
the purposes of the grant of performance units, the following  definitions shall
apply:

              (i) "performance  unit" shall mean an award,  expressed in dollars
      or shares  of Common  Stock,  granted  to an  awardee  with  respect  to a
      Performance  Period.  Awards  expressed in dollars may be  established  as
      fixed dollar amounts, as a percentage of salary, as a percentage of a pool
      based on earnings of the Corporation,  a Subsidiary or Subsidiaries or any
      branch,  department  or  other  portion  thereof  or in any  other  manner
      determined  by the Committee in its  discretion,  provided that the amount
      thereof  shall be capable of being  determined as a fixed dollar amount as
      of the close of the Performance Period.

             (ii)  "Performance  Period" shall mean an accounting  period of the
      Corporation  or a Subsidiary  of not less than one year,  as determined by
      the Committee in its discretion.

            (iii)  "Performance  Target"  shall mean that  level of  performance
      established  by  the  Committee  which  must  be  met  in  order  for  the
      performance  unit  to be  fully  earned.  The  Performance  Target  may be
      expressed in terms of earnings per share, return on assets,  asset growth,
      ratio of capital to assets or such other level or levels of accomplishment
      by the Corporation,  a Subsidiary or Subsidiaries,  any branch, department
      or other portion thereof or the awardee individually as may be established
      or revised from time to time by the Committee.

             (iv) "Minimum  Target"  shall mean a minimal  level of  performance
      established  by the  Committee  which  must be met  before any part of the
      performance unit is earned.  The Minimum Target may be the same as or less
      than the Performance Target in the discretion of the Committee.

              (v) "performance  shares" shall mean shares of Common Stock issued
      in payment of earned performance units.

<PAGE>

      An  awardee  shall  earn  the  performance  unit in full  by  meeting  the
Performance  Target for the  Performance  Period.  If the Minimum Target has not
been attained at the end of the Performance  Period,  no part of the performance
unit shall have been earned by the  awardee.  If the Minimum  Target is attained
but the Performance Target is not attained,  the portion of the performance unit
earned by the awardee shall be determined on the basis of a formula  established
by the Committee.

      At any time prior to the end of a  Performance  Period,  the Committee may
adjust  downward  (but not upward)  the  Performance  Target  and/or the Minimum
Target as a result of major events unforseen at the time of the performance unit
award,  such as  changes  in the  economy,  the  industry,  laws  affecting  the
operations of the  Corporation  or a Subsidiary or any other event the Committee
determines would have a significant impact upon the probability of attaining the
previously established Performance Target.

      Payment of earned  performance  units shall be made to awardees  following
the close of the  Performance  Period as soon as practicable  after the time the
amount  payable is  determined  by the  Committee.  Payment in respect of earned
performance units,  whether expressed in dollars or shares, may be made in cash,
in  shares  of Common  Stock,  or partly in cash and  partly in shares of Common
Stock, as determined by the Committee at the time of payment.  For this purpose,
performance  units  expressed  in dollars  shall be  converted  to  shares,  and
performance  units  expressed in shares shall be converted to dollars,  based on
the fair market  value of the Common  Stock,  determined  as provided in Section
5(I), as of the date the amount payable is determined by the Committee.

      If prior to the  close of the  Performance  Period  the  employment  of an
awardee of performance  units is voluntarily  terminated with the consent of the
Corporation or a Subsidiary or the awardee  retires under any retirement plan of
the  Corporation  or a  Subsidiary  or the awardee dies during  employment,  the
Committee may in its absolute discretion determine to pay all or any part of the
performance  unit based upon the extent to which the  Committee  determines  the
Performance  Target  or  Minimum  Target  has  been  achieved  as of the date of
termination  of  employment,  retirement or death,  the period of time remaining
until the close of the  Performance  Period  and/or  such  other  factors as the
Committee may deem relevant.  If the Committee in its discretion determines that
all or any part of the performance unit shall be paid,  payment shall be made to
the  awardee or his or her estate as  promptly  as  practicable  following  such
determination  and may be made in cash, in shares of Common Stock,  or partly in
cash and partly in shares of Common Stock, as determined by the Committee at the
time of payment. For this purpose,  performance units expressed in dollars shall
be  converted  to shares,  and  performance  units  expressed in shares shall be
converted  to  dollars,  based on the fair  market  value of the  Common  Stock,
determined  as provided in Section  5(I),  as of the date the amount  payable is
determined by the Committee.

      Except as otherwise  provided in Section  8(E),  if the  employment  of an
awardee of  performance  units  terminates  prior to the close of a  Performance
Period for any reason other than voluntary  termination  with the consent of the
Corporation  or a  Subsidiary,  retirement  under  any  retirement  plan  of the
Corporation or a Subsidiary or death, the performance units of the awardee shall
be deemed not to have been earned,  and no portion of such performance units may
be paid. Whether  termination of employment is a voluntary  termination with the
consent  of  the  Corporation  or a  Subsidiary  shall  be  determined,  in  its
discretion,  by the Committee.  Any determination by the Committee on any matter
with  respect  to  performance  units  shall be final  and  binding  on both the
Corporation and the awardee.

      Performance  unit awards shall be evidenced by a written  agreement in the
form  prescribed by the Committee  which shall set forth the amount or manner of
determining the amount of the  performance  unit, the  Performance  Period,  the
Performance Target and any Minimum Target and such other terms and conditions as
the Committee in its discretion deems appropriate. Performance unit awards shall
be effective only upon execution of the applicable performance unit agreement on
behalf of the  Corporation  by the Chief  Executive  Officer  (if other than the
President), the President or any Vice President, and by the awardee.

<PAGE>

(C)  Bonus Shares.

      The Committee  shall have the  authority in its  discretion to award bonus
shares of Common Stock to eligible employees from time to time in recognition of
the  contribution  of the  awardee  to the  performance  of the  Corporation,  a
Subsidiary or Subsidiaries,  or any branch, department or other portion thereof,
in recognition of the awardee's  individual  performance or on the basis of such
other factors as the Committee may deem relevant.

                                  SECTION 7
                    Adjustment and Substitution of Shares

      If a dividend  or other  distribution  shall be  declared  upon the Common
Stock payable in shares of the Common Stock,  the number of shares of the Common
Stock then subject to any outstanding  stock options or performance  unit awards
and the number of shares of the Common  Stock which may be issued under the Plan
but are not then  subject  to  outstanding  stock  options  or  awards  shall be
adjusted by adding  thereto the number of shares of the Common Stock which would
have been distributable  thereon if such shares had been outstanding on the date
fixed for determining the  shareholders  entitled to receive such stock dividend
or  distribution.  Shares of Common  Stock so  distributed  with  respect to any
restricted shares held in escrow shall also be held by the Corporation in escrow
and  shall  be  subject  to  the  same  restrictions  as are  applicable  to the
restricted shares on which they were distributed.

      If the  outstanding  shares of the Common  Stock shall be changed  into or
exchangeable  for a  different  number  or kind of  shares  of  stock  or  other
securities  of  the   Corporation  or  another   corporation,   whether  through
reorganization, reclassification,  recapitalization, stock split-up, combination
of shares,  merger or  consolidation,  then there shall be substituted  for each
share of the  Common  Stock  subject  to any then  outstanding  stock  option or
performance  unit  award,  and for each share of the Common  Stock  which may be
issued  under the Plan but which is not then  subject to any  outstanding  stock
option or award, the number and kind of shares of stock or other securities into
which  each  outstanding  share of the Common  Stock  shall be so changed or for
which each such share shall be exchangeable.  Unless otherwise determined by the
Committee in its discretion,  any such stock or securities,  as well as any cash
or other property,  into or for which any restricted shares held in escrow shall
be changed or  exchangeable  in any such  transaction  shall also be held by the
Corporation  in escrow  and shall be  subject  to the same  restrictions  as are
applicable to the restricted shares in respect of which such stock,  securities,
cash or other property was issued or distributed.

      In case of any adjustment or  substitution as provided for in this Section
7, the aggregate  option price for all shares  subject to each then  outstanding
stock option prior to such  adjustment  or  substitution  shall be the aggregate
option  price  for all  shares  of  stock  or other  securities  (including  any
fraction) to which such shares shall have been adjusted or which shall have been
substituted for such shares.  Any new option price per share shall be carried to
at least three decimal places with the last decimal place rounded upwards to the
nearest whole number.

      No adjustment or substitution provided for in this Section 7 shall require
the  Corporation  to issue  or sell a  fraction  of a share  or other  security.
Accordingly,  all fractional  shares or other  securities  which result from any
such adjustment or  substitution  shall be eliminated and not carried forward to
any subsequent  adjustment or substitution.  Owners of restricted shares held in
escrow shall be treated in the same manner as owners of Common Stock not held in
escrow  with  respect  to  fractional   shares   created  by  an  adjustment  or
substitution  of  shares,  except  that,  unless  otherwise  determined  by  the
Committee  in its  discretion,  any  cash or  other  property  paid in lieu of a
fractional share shall be subject to restrictions similar to those applicable to
the restricted shares exchanged therefor.

      If any such  adjustment  or  substitution  provided  for in this Section 7
requires  the approval of  shareholders  in order to enable the  Corporation  to
grant incentive stock options,  then no such adjustment or substitution shall be
made without the required shareholder  approval.  Notwithstanding the foregoing,
in the case of incentive stock options,  if the effect of any such adjustment or
substitution  would be to cause the stock  option to fail to continue to qualify
as an incentive stock option or to cause a modification, extension or renewal of
such stock option  within the meaning of Section 424 of the Code,  the Committee
may elect that such adjustment or substitution not be made but rather shall use

<PAGE>

reasonable  efforts to effect  such other  adjustment  of each then  outstanding
stock option as the Committee, in its discretion, shall deem equitable and which
will not  result in any  disqualification,  modification,  extension  or renewal
(within the meaning of Section 424 of the Code) of such incentive stock option.

                                  SECTION 8
                     Additional Rights in Certain Events

(A)  Definitions.

      For  purposes  of this  Section  8, the  following  terms  shall  have the
following meanings:

            (1)  The term "Person" shall be used as that term is used in
     Sections 13(d) and 14(d) of the 1934 Act.

            (2)  Beneficial  Ownership  shall be  determined as provided in Rule
      13d-3 under the 1934 Act as in effect on the effective date of the Plan.

            (3) "Voting Shares" shall mean all securities of a company entitling
      the holders  thereof to vote in an annual  election of Directors  (without
      consideration  of the  rights of any class of stock  other than the Common
      Stock to elect  Directors  by a  separate  class  vote);  and a  specified
      percentage  of "Voting  Power" of a company  shall mean such number of the
      Voting Shares as shall enable the holders  thereof to cast such percentage
      of all the votes  which could be cast in an annual  election of  directors
      (without  consideration of the rights of any class of stock other than the
      Common Stock to elect Directors by a separate class vote).

            (4) "Tender  Offer" shall mean a tender  offer or exchange  offer to
      acquire  securities of the  Corporation  (other than such an offer made by
      the Corporation or any Subsidiary),  whether or not such offer is approved
      or opposed by the Board.

            (5)  "Section 8 Event" shall mean the date upon which any of the
      following events occurs:

                  (a) The Corporation  acquires actual knowledge that any Person
            other than the  Corporation,  a Subsidiary  or any employee  benefit
            plan(s)  sponsored by the  Corporation  has acquired the  Beneficial
            Ownership,  directly or indirectly, of securities of the Corporation
            entitling  such  Person  to 10% or more of the  Voting  Power of the
            Corporation;

                  (b) A  Tender  Offer  is made  to  acquire  securities  of the
            Corporation  entitling  the  holders  thereof  to 20% or more of the
            Voting Power of the Corporation; or

                  (c) A  solicitation  subject to Rule 14a-11 under the 1934 Act
            (or any successor  Rule)  relating to the election or removal of 50%
            or more of the  members  of any class of the Board  shall be made by
            any person other than the Corporation; or

                  (d)  The  shareholders  of the  Corporation  shall  approve  a
            merger,  consolidation,  share  exchange,  division or sale or other
            disposition  of assets of the  Corporation  as a result of which the
            shareholders   of  the   Corporation   immediately   prior  to  such
            transaction  shall not hold,  directly  or  indirectly,  immediately
            following such  transaction a majority of the Voting Power of (i) in
            the case of a merger or  consolidation,  the  surviving or resulting
            corporation,  (ii) in the case of a share  exchange,  the  acquiring
            corporation  or (iii) in the case of a  division  or a sale or other
            disposition  of  assets,  each  surviving,  resulting  or  acquiring
            corporation which, immediately following the transaction, holds more
            than 10% of the consolidated  assets of the Corporation  immediately
            prior to the transaction;

<PAGE>

      provided,  however, that (i) if securities beneficially owned by a grantee
      are included in determining the Beneficial  Ownership of a Person referred
      to in paragraph 5(a), (ii) a grantee is required to be named pursuant Item
      2 of the  Schedule  14D-1 (or any similar  successor  filing  requirement)
      required to be filed by the bidder  making a Tender  Offer  referred to in
      paragraph  5(b) or (iii) if a grantee  is a  "participant"  as  defined in
      14a-11 under the 1934 Act (or any successor Rule) in a solicitation (other
      than a solicitation  by the  Corporation)  referred to in paragraph  5(c),
      then no Section 8 Event with  respect to such  grantee  shall be deemed to
      have occurred by reason of such event.

(B)  Acceleration of the Exercise Date of Stock Options.

      Subject  to the  provisions  of Section 4 in the case of  incentive  stock
options,  unless the  agreement  referred to in Section  5(H),  or an  amendment
thereto, shall otherwise provide,  notwithstanding any other provision contained
in the Plan, in case any "Section 8 Event" occurs all outstanding  stock options
(other  than  those  held by a person  referred  to in the  proviso  to  Section
8(a)(5)) shall become immediately and fully exercisable whether or not otherwise
exercisable by their terms.

(C)  Extension of the Expiration Date of Stock Options.

      Subject  to the  provisions  of Section 4 in the case of  incentive  stock
options,  unless the  agreement  referred to in Section  5(H),  or an  amendment
thereto, shall otherwise provide,  notwithstanding any other provision contained
in the Plan, all stock options held by a grantee (other a grantee referred to in
the proviso to Section  8(a)(5))  whose  employment  with the  Corporation  or a
Subsidiary  terminates  within  one year of any  Section 8 Event for any  reason
other  than  voluntary  termination  with the  consent of the  Corporation  or a
Subsidiary,  retirement  under  any  retirement  plan  of the  Corporation  or a
Subsidiary or death shall be  exercisable  for a period of three months from the
date of such  termination  of  employment,  but in no event after the expiration
date of the stock option.

(D)  Lapse of Restrictions on Restricted Share Awards.

      If any  "Section  8  Event"  occurs  prior to the  scheduled  lapse of all
restrictions  applicable to  restricted  share awards under the Plan (other than
those held by a person referred to in the proviso to Section 8(a)(5)),  all such
restrictions  shall  lapse  upon the  occurrence  of any such  "Section 8 Event"
regardless of the scheduled lapse of such restrictions.

(E)  Payment of Performance Units.

      If any  "Section  8  Event"  occurs  prior  to the end of any  Performance
Period,  all performance  units awarded with respect to such Performance  Period
(other  than  those  held by a person  referred  to in the  proviso  to  Section
8(a)(5))  shall be  deemed  to have  been  fully  earned  as of the date of such
Section  8  Event,   regardless  of  the  attainment  or  nonattainment  of  the
Performance  Target or any  Minimum  Target,  and shall be paid to the  awardees
thereof as promptly as practicable  thereafter.  If the performance  unit is not
expressed as a fixed amount in dollars or shares,  the  Committee may provide in
the  performance  unit  agreement  for the  amount  to be paid in the  case of a
Section 8 Event.

                                  SECTION 9
          Effect of the Plan on the Rights of Employees and Employer

      Neither  the  adoption  of the Plan  nor any  action  of the  Board or the
Committee pursuant to the Plan shall be deemed to give any employee any right to
be granted a stock  option (with or without  reload  option  rights  and/or cash
payment rights) or to be awarded restricted  shares,  performance units or bonus
shares under the Plan.  Nothing in the Plan, in any stock option,  reload option
rights or cash payment rights  granted under the Plan, in any restricted  share,
performance  unit or  bonus  share  award  under  the  Plan or in any  agreement
providing for any of the foregoing shall

<PAGE>

confer any right to any employee to continue in the employ of the Corporation or
any Subsidiary or interfere in any way with the rights of the Corporation or any
Subsidiary to terminate the employment of any employee at any time.


                                  SECTION 10
                                  Amendment

      The  right to alter  and  amend the Plan at any time and from time to time
and the right to revoke or terminate the Plan are hereby  specifically  reserved
to the Board;  provided that no such  alteration or amendment of the Plan shall,
without  shareholder  approval (a) increase by more than 10% the total number of
shares which may be issued under the Plan to persons subject to Section 16 under
the 1934 Act  ("Section  16  Persons"),  (b)  materially  increase  the benefits
accruing  under the Plan to  Section  16  Persons,  (c)  materially  modify  the
requirements  as to  eligibility  for  participation  in the Plan by  Section 16
Persons,  (d) make any  changes in the class of  employees  eligible  to receive
incentive stock options under the Plan or (e) increase the number of shares with
respect to which  incentive  stock  options  may be granted  under the Plan.  No
alteration,  amendment, revocation or termination of the Plan shall, without the
written  consent of the holder of a stock  option,  reload option  rights,  cash
payment rights, restricted shares, performance units or bonus shares theretofore
awarded under the Plan,  adversely affect the rights of such holder with respect
thereto.

                                  SECTION 11
                     Effective Date and Duration of Plan

      The  effective  date and date of  adoption  of the Plan shall be March 26,
1992, the date of adoption of the Plan by the Board, provided that such adoption
of the Plan by the Board is  approved  by a majority of the votes cast at a duly
held  meeting  of  shareholders  held on or prior to March  25,  1993 at which a
quorum   representing  a  majority  of  the  outstanding  voting  stock  of  the
Corporation  is,  either in person or by proxy,  present  and  voting.  No stock
option granted under the Plan may be exercised and no restricted  shares,  bonus
shares or performance  units payable in performance  shares may be awarded until
after such  approval.  No stock  option,  reload  option  rights or cash payment
rights may be granted,  and no restricted  shares,  bonus shares or  performance
units payable in performance  shares may be awarded under the Plan subsequent to
March 25, 2002,  except that reload options and  associated  cash payment rights
may be granted pursuant to reload option rights then outstanding.

<PAGE>