Exhibit 4.2

              SECOND AMENDMENT TO THE GLENWAY FINANCIAL CORPORATION
                      1990 STOCK OPTION AND INCENTIVE PLAN


1.   The  definition  of  "Continuous  Service"  in  Section  2 of  the  Glenway
     Financial  Corporation 1990 Stock Option and Incentive Plan (the "Plan") is
     hereby amended and restated in its entirety as follows:

          "'Continuous  Service'  - means the  absence  of any  interruption  or
          termination of service as a director,  advisory  director,  officer or
          employee of the  Corporation  or an  Affiliate,  except that when used
          with respect to persons granted an Incentive  Option means the absence
          of any interruption or termination of service as a full-time  employee
          of the  Corporation  or an Affiliate.  Service shall not be considered
          interrupted  in the case of sick  leave,  military  leave or any other
          leave  of  absence  approved  by the  Corporation  or in the  case  of
          transfers  between payroll locations of the Corporation or between the
          Corporation, its parent, its subsidiaries or its successors."

2.   The last  sentence  in Section 14 of the Plan,  titled  Effect of Change in
     Control, shall be amended and restated in its entirety as follows:

          "If a tender  offer or exchange  offer for Shares  (other than such an
          offer by the  Corporation) is commenced,  or if the event specified in
          clause  (iii)  above  shall  occur,  unless the  Committee  shall have
          otherwise provided in the instrument evidencing the grant of an Option
          or Stock Appreciation Right, all Options and Stock Appreciation Rights
          theretofore granted and not fully exercisable shall become exercisable
          in full upon the happening of such event;  provided,  however, that no
          Option  or Stock  Appreciation  Right  shall be  exercisable  by a Ten
          Percent  Beneficial  Owner,  a  director  or  Senior  Officer  of  the
          Corporation  within six months of the date of the grant of such Option
          or Stock  Appreciation Right and no Option or Stock Appreciation Right
          which has  previously  been  exercised or otherwise  terminated  shall
          become exercisable."