EXHIBIT 99.6

                              VILLAGE BANCORP, INC.
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                               AMENDMENT NO. 1 TO
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                        1998 OMNIBUS STOCK INCENTIVE PLAN
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         WHEREAS, on December 4, 2003, the Board of Directors of the Company
approved the following amendment to the Plan, pursuant to its authority under
Section 14.1 of the Plan;

         RESOLVED, that Section 13. Changes in Control, is hereby amended
effective as of the date of adoption of the Plan to add the following sentence
at the end of Section 13.1:

         In the event that any change in the outstanding Stock of the Company
         occurs by reason of a merger, consolidation, combination, share
         exchange or other similar transaction, each outstanding award shall be
         appropriately adjusted to reflect an option to purchase the number of
         shares or securities which the Stock subject to the award would have
         been converted into or exchanged for in the transaction, at a price per
         share or unit appropriately adjusted to reflect the terms of conversion
         or exchange, and the aggregate number of Stock which may be awarded
         under the Plan shall be appropriately adjusted to reflect such merger,
         consolidation, share exchange or other similar transaction.