Exhibit 99.2

                         NORTHVIEW FINANCIAL CORPORATION
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                               AMENDMENT NO. 1 TO
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                          1993 INCENTIVE STOCK PROGRAM
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         WHEREAS, on May 4, 2004, the Board of Directors of the Company approved
the following amendment to the Plan, pursuant to its authority under Section 18
of the Plan;

         RESOLVED, that Section 17(c), Adjustment Provisions, is hereby amended
effective as of the date of adoption of the Plan to delete Section 17(c) in its
entirety and replace it with the following:

         In the event that any change in the outstanding shares of Common Stock
         of the Corporation 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 of the acquiring entity which the
         shares of Common Stock of the Corporation subject to the award would
         have been converted into or exchanged for in the transaction, plus a
         number of shares of the acquiring entity having a face value equal to
         any cash consideration which the shares of Common Stock of the
         Corporation 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 shares of Common Stock of the Corporation
         which may be awarded under the Plan shall be appropriately adjusted to
         reflect such merger, consolidation, share exchange or other similar
         transaction.