EXHIBIT 10.b

                      Short-Term Incentive Plan Description


The following is a description of the  Corporation's  Short-Term  Incentive Plan
(the  "Incentive  Plan")  which  provides  for  incentive  bonuses to  executive
officers and all other officers of the Registrant and its subsidiary bank:

The Incentive Plan provides for the payment of additional  cash  compensation to
officers based on the  achievement by the Corporation of target levels of return
on equity and/or the achievement of individual  objectives by the Incentive Plan
participants.  Under the Incentive Plan, the Corporation's return on equity each
year is measured against both  expectations,  as established by the Bank's Board
of Directors at the beginning of the year,  and the  performance of a peer group
of bank holding  companies (the "Incentive Plan Peer Group") in order to provide
objective links between  performance and  compensation.  Generally,  members are
selected  based on asset size,  similarity  in  operating  lines of business and
listing on Nasdaq.

The total target payout for participants  varies by level of responsibility  and
may range from 37% (for the Chief Executive  Officer) to 5% of base salary.  The
portion of incentive  based on the  Corporation's  return on equity  performance
also  varies  with level of  responsibility  and ranges from 100% (for the Chief
Executive Officer) to as low as 30% of the incentive.  The payout for the return
on  equity   component  of  the   incentive  is   determined  by  comparing  the
Corporation's  return  on  equity  for the year  against  a matrix  of  possible
outcomes based on absolute return on equity and the Corporation's ranking within
the Incentive Plan Peer Group.  The possible  outcomes range from no payout to a
payout of 1.5 times the  return on equity  component  target  payout and this is
applied to the return on equity incentive  component for all  participants.  The
target  levels  incorporated  into  the  matrix  are  adjusted  by the  Board of
Directors in  connection  with the  establishment  of the  Corporation's  annual
business plan. In general, the target levels are adjusted to position the target
payout factor at 1.0 for the return on equity component of the Incentive Plan.

The  payout  for  the  individual   performance  portion  of  the  incentive  is
subjectively  determined  by each  participant's  supervisor.  The payout of the
individual  performance  incentive component is also adjusted by a profitability
factor  which is the ratio of the  Corporation's  net income for the year to the
net income target in the business plan established at the beginning of the year.
This adjustment  factor may range from 80% to 120%,  however,  if net income for
the  year is  less  than  80% of the  target,  no  payout  will be made  for the
individual performance incentive component.