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              DAMEN FINANCIAL CORPORATION

            1996 STOCK OPTION AND INCENTIVE PLAN


  1. Plan Purpose. The purpose of the Plan is to promote the
long-term interests of the Corporation and its stockholders by
providing a means for attracting and retaining directors,
advisory directors, directors emeriti, officers and employees of
the Corporation and its Affiliates. It is intended that
designated Options granted pursuant to the provisions of this
Plan to persons employed by the Corporation or its Affiliates
will qualify as Incentive Stock Options. Options granted to
persons who are not employees will be Non-Qualified Stock Options.

  2. Definitions. The following definitions are applicable to the
Plan: 

  "Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Corporation, as such terms are defined in
Section 424(e) and (f), respectively, of the Code. 

  "Bank" - means Damen Federal Bank for Savings and any successor
entity. 

  "Award" - means the grant of an Incentive Stock Option, a
Non-Qualified Stock Option, a Stock Appreci- ation Right, a
Limited Stock Appreciation Right or any combination thereof, as
provided in the Plan. 

  "Code" - means the Internal Revenue Code of 1986, as amended. 

  "Committee" - means the Committee referred to in Section 3
hereof. 

  "Continuous Service" - means the absence of any interruption or
termination of service as a director, advisory director, director
emeritus, officer or employee of the Corporation or an Affiliate,
except that when used with respect to any Options or Rights which
at the time of exercise are intended to be Incentive Stock
Options, continuous service means the absence of any interruption
or termination of service as an 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 successor. With respect to
any advisory director or director emeritus, continuous service
shall mean availability to perform such functions as may be
required of such persons.

  "Corporation" - means Damen Financial Corporation, a Delaware
corporation. 

  "Disinterested Person" - means any member of the Board of
Directors of the Corporation who (A) is an outside director as
defined under Section 162 (m) of the Code and the regulations
thereunder and (B) a person who within the prior year has not
been, and is not being, granted any awards related to the Shares
under this Plan or any other plan of the Corporation or any of
its Affiliates except for awards which (i) are calculated in
accordance with a formula as contemplated in paragraph (c)(2)(ii)
of Rule 16b-3 ("Rule 16b-3") under the Securities Exchange Act of
1934; (ii) result from participation in an ongoing securities
acquisition plan meeting the conditions of paragraph (d)(2) of
Rule 16b-3; or (iii) arise from an election by a director to
receive all or part of his board fees in securities. No recipient
of a stock award granted pursuant to Section 19 hereof shall be
deemed not to be a Disinterested Person solely by reason of such
grant. 

    "Employee" - means any person, including an officer or
director, who is employed by the Corporation or any Affiliate.

  "ERISA" - means the Employee Retirement Income Security Act of
1974, as amended. 

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  "Exercise Price" - means (i) in the case of an Option, the
price per Share at which the Shares subject to such Option may be
purchased upon exercise of such Option and (ii) in the case of a
Right, the price per Share (other than the Market Value per Share
on the date of exercise and the Offer Price per Share as defined
in Section 10 hereof) which, upon grant, the Committee determines
shall be utilized in calculating the aggregate value which a
Participant shall be entitled to receive pursuant to Sections 9,
10 or 12 hereof upon exercise of such Right.

  "Incentive Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof which is
subject to the limitations and restrictions of Section 8 hereof
and is intended to qualify under Section 422(b) of the Code.

  "Limited Stock Appreciation Right" - means a stock appreciation
right with respect to Shares granted by the Committee pursuant to
Sections 6 and 10 hereof.

  "Market Value" - means the average of the high and low quoted
sales price on the date in question (or, if there is no reported
sale on such date, on the last preceding date on which any
reported sale occurred) of a Share on the Composite Tape for the
New York Stock Exchange-Listed Stocks, or, if on such date the
Shares are not quoted on the Composite Tape, on the New York
Stock Exchange, or, if the Shares are not listed or admitted to
trading on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act
of 1934 on which the Shares are listed or admitted to trading,
or, if the Shares are not listed or admitted to trading on any
such exchange, the mean between the closing high bid and low
asked quotations with respect to a Share on such date on the
Nasdaq System, or any similar system then in use, or, if no such
quotations are available, the fair market value on such date of a
Share as the Committee shall determine.

  "Non-Qualified Stock Option" - means an option to purchase
Shares granted by the Committee pursuant to Section 6 hereof
which is not intended to qualify under Section 422(b) of the
Code. 

  "Option" - means an Incentive Stock Option or a Non-Qualified
Stock Option. 

  "Participant" - means any director, advisory director, director
emeritus, officer or employee of the Corporation or any Affiliate
who is selected by the Committee to receive an Award or who is
granted an Award pursuant to Section 19 hereof.

  "Plan" - means the 1996 Stock Option and Incentive Plan of the
Corporation. 

  "Related" - means (i) in the case of a Right, a Right which is
granted in connection with, and to the extent exercisable, in
whole or in part, in lieu of, an Option or another Right and (ii)
in the case of an Option, an Option with respect to which and to
the extent a Right is exercisable, in whole or in part, in lieu
thereof has been granted.

  "Right" - means a Limited Stock Appreciation Right or a Stock
Appreciation Right. 

  "Shares" - means the shares of common stock of the Corporation. 

  "Senior Officer" - means the Corporation's president, principal
financial officer, principal accounting officer (or if there is
no such accounting officer, the controller) any vice president of
the Corporation in charge of a principal business unit, division
or function (such as sales, administration or finance), any other
officer who performs a policy-making function, or any other
person who performs similar policy-making functions for the
Corporation. Officers of the Corporation's Affiliates shall be
deemed Senior Officers of the Corporation if they perform such
policy-making functions for the Corporation. 


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  "Stock Appreciation Right" - means a stock appreciation right
with respect to Shares granted by the Committee pursuant to
Sections 6 and 9 hereof.

  "Ten Percent Beneficial Owner" - means the beneficial owner of
more than ten percent of any class of the Corporation's equity
securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934. 

  3. Administration. The Plan shall be administered by a
Committee consisting of two or more members, each of whom shall
be a Disinterested Person. The members of the Committee shall be
appointed by the Board of Directors of the Corporation. Except as
limited by the express provisions of the Plan, the Committee
shall have sole and complete authority and discretion, subject to
Office of Thrift Supervision Regulations, to (i) select
Participants and grant Awards; (ii) determine the number of
Shares to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii) determine the
terms and conditions upon which Awards shall be granted under the
Plan; (iv) prescribe the form and terms of instruments evidencing
such grants; and (v) establish from time to time regulations for
the administration of the Plan, interpret the Plan, and make all
determinations deemed necessary or advisable for the
administration of the Plan.

  A majority of the Committee shall constitute a quorum, 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 without a meeting, shall be acts of the Committee.

  4. Participation in Committee Awards. The Committee may select
from time to time Participants in the Plan from those directors
(including advisory directors and directors emeriti), officers
and employees (other than Disinterested Persons), of the
Corporation or its Affiliates who, in the opinion of the
Committee, have the capacity for contributing to the successful
performance of the Corporation or its Affiliates. 

  5. Shares Subject to Plan. Subject to adjustment by the
operation of Section 11 hereof, the maximum number of Shares with
respect to which Awards may be made under the Plan is 10% of the
total Shares issued in the Bank's conversion to the capital stock
form. The Shares with respect to which Awards may be made under
the Plan may be either authorized and unissued shares or issued
shares heretofore or hereafter reacquired and held as treasury
shares. Shares which are subject to Related Rights and Related
Options shall be counted only once in determining whether the
maximum number of Shares with respect to which Awards may be
granted under the Plan has been exceeded. An Award shall not be
considered to have been made under the Plan with respect to any
Option or Right which terminates and new Awards may be granted
under the Plan with respect to the number of Shares as to which
such termination has occurred. Any Award made pursuant to this
Plan, which Award is subject to the requirements of Office of
Thrift Supervision Regulations, shall vest in at least five equal
annual installments with the first installment vesting on the
one-year anniversary of the date of grant, except in the event of
death or disability. 

  In the event Office of Thrift Supervision Regulations are
amended (the "Amended Regulations") to permit shorter vesting
periods, any Award made pursuant to this Plan, which Award is
subject to the requirements of such Amended Regulations, may
vest, at the sole discretion of the Committee, in accordance with
such Amended Regulations.

  6. General Terms and Conditions of Options and Rights. The
Committee shall have full and complete authority and discretion,
subject to Office of Thrift Supervision Regulations and except as
expressly limited by the Plan, to grant Options and/or Rights and
to provide the terms and conditions (which need not be identical
among Participants) thereof. In particular, the Committee shall
prescribe the following terms and conditions: (i) the Exercise
Price of any Option or Right, which shall not be less than the
Market Value per Share at the date of grant of such Option or
Right, (ii) the number of Shares subject to, and the expiration
date of, any Option or Right, which expiration date shall not
exceed ten years from the date of grant, (iii) the man- ner, time
and rate (cumulative or otherwise) of exercise of such Option or
Right, and (iv) the restrictions, if 



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any, to be placed upon such Option or Right or upon Shares which
may be issued upon exercise of such Option or Right. The
Committee may, as a condition of granting any Option or Right,
require that a Participant agree not to thereafter exercise one
or more Options or Rights previously granted to such Participant.
Notwithstanding the foregoing and subject to compliance with
applicable Office of Thrift Supervision Regulations, no
individual shall be granted Awards in any calendar year with
respect to more than 25% of the total shares subject to the Plan.

  Furthermore, at the time of any Award, the Participant shall
enter into an agreement with the Corporation in a form specified
by the Committee, agreeing to the terms and conditions of the
Award and such other matters as the Committee, in its sole
discretion, shall determine (the "Option Agreement"). 

  7. Exercise of Options or Rights.

(a)  Except as provided herein, an Option or Right granted under
the Plan shall be exercisable during the lifetime of the
Participant to whom such Option or Right was granted only by such
Participant and, except as provided in paragraphs (c) and (d) of
this Section 7, no such Option or Right may be exercised unless
at the time such Participant exercises such Option or Right, such
Participant has maintained Continuous Service since the date of
grant of such Option or Right. Cash settlements of Rights may be
made only in accordance with any applicable restrictions pursuant
to Rule 16b-3(e) under the Securities  Exchange Act of 1934 or
any similar or successor provision. 
(b)  To exercise an Option or Right under the Plan, the
Participant to whom such Option or Right was granted shall give
written notice to the Corporation in form satisfactory to the
Committee (and, if partial exercises have been permitted by the
Committee, by specifying the number of Shares with respect to
which such Participant elects to exercise such Option or Right)
together with full payment of the Exercise Price, if any and to
the extent required. The date of exercise shall be the date on
which such notice is received by the Corporation. Payment, if any
is required, shall be made either (i) in cash (including check,
bank draft or money order) or (ii) if permitted by the Committee,
by delivering (A) Shares already owned by the Participant and
having a fair market value equal to the applicable exercise
price, such fair market  value to be determined in such
appropriate manner as may be provided by the Committee or as may
be  required in order to comply with or to conform to
requirements of any applicable laws or regulations, or  (B) a
combination of cash and such Shares.

(c)  If a Participant to whom an Option or Right was granted
shall cease to maintain Continuous Service for  any reason
(excluding death, disability and termination of employment by the
Corporation or any Affiliate  for cause), such Participant may,
but only within the period of three months immediately succeeding
such  cessation of Continuous Service and in no event after the
expiration date of such Option or Right, exercise  such Option or
Right to the extent that such Participant was entitled to
exercise such Option or Right at  the date of such cessation,
provided, however, that such right of exercise after cessation of
Continuous  Service shall not be available to a Participant if
the Committee otherwise determines and so provides in  the
applicable instrument or instruments evidencing the grant of such
Option or Right. If a Participant  to whom an Option or Right was
granted shall cease to maintain Continuous Service by reason of
death  or disability then, unless the Committee shall have
otherwise provided in the instrument evidencing the  grant of an
Option or Right, all Options and Rights granted and not fully
exercisable shall become exercis-  able in full upon the
happening of such event and shall remain so exercisable (i) in
the event of death for  the period described in paragraph (d) of
this Section 7 and (ii) in the event of disability for a period
of  three months following such date. If the Continuous Service
of a Participant to whom an Option or Right  was granted by the
Corporation is terminated for cause, all rights under any Option
or Right of such  Participant shall expire immediately upon the
effective date of such termination. 

(d)  In the event of the death of a Participant while in the
Continuous Service of the Corporation or an  Affiliate or within
the three-month period referred to in paragraph (c) of this
Section 7, the person to


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whom any Option or Right held by the Participant at the time of
his death is transferred by will or the laws of descent and
distribution, or in the case of an Award other than an Incentive
Stock Option, pursuant to a qualified domestic relations order,
as defined in the Code or Title 1 of ERISA or the rules
thereunder may, but only to the extent such Participant was
entitled to exercise such Option or Right upon his death as
provided in paragraph (c) above, exercise such Option or Right at
any time within a period of one year succeeding the date of death
of such Participant, but in no event later than ten years from
the date of grant of such Option or Right. Following the death of
any Participant to whom an Option was granted under the Plan,
irrespective of whether any Related Right shall have theretofore
been granted to the Participant or whether the person entitled to
exercise such Related Right desires to do so, the Committee may,
as an alternative means of settlement of such Option, elect to
pay to the person to whom such Option is transferred by will or
by the laws of descent and distribution, or in the case of an
Option other than an Incentive Stock Option, pursuant to a
qualified domestic relations order, as defined in the Code or
Title I of ERISA or the rules thereunder, the amount by which the
Market Value per Share on the date of exercise of such Option
shall exceed the Exercise Price of such Option, multiplied by the
number of Shares with respect to which such Option is properly
exercised. Any such settlement of an Option shall be considered
an exercise of such Option for all purposes of the Plan. 

(e)  Notwithstanding the provisions of subparagraphs (c) and (d)
above, the Committee may, in its sole  discretion, establish
different terms and conditions pertaining to the effect of
termination to the extent  permitted by applicable federal and
state law.

  8. Incentive Stock Options. Incentive Stock Options may be
granted only to Participants who are Employees. Any provision of
the Plan to the contrary notwithstanding, (i) no Incentive Stock
Option shall be granted more than ten years from the date the
Plan is adopted by the Board of Directors of the Corporation and
no Incentive Stock Option shall be exercisable more than ten
years from the date such Incentive Stock Option is granted, (ii)
the Exercise Price of any Incentive Stock Option shall not be
less than the Market Value per Share on the date such Incentive
Stock Option is granted, (iii) any Incentive Stock Option shall
not be transferable by the Participant to whom such Incentive
Stock Option is granted other than by will or the laws of descent
and distribution, and shall be exercisable during such
Participant's lifetime only by such Participant, (iv) no
Incentive Stock Option shall be granted to any individual who, at
the time such Incentive Stock Option is granted, owns stock
possessing more than ten percent of the total combined voting
power of all classes of stock of the Corporation or any Affiliate
unless the Exercise Price of such Incentive Stock Option is at
least 110 percent of the Market Value per Share at the date of
grant and such Incentive Stock Option is not exercisable after
the expiration of five years from the date such Incentive Stock
Option is granted, and (v) the aggregate Market Value (determined
as of the time any Incentive Stock Option is granted) of the
Shares with respect to which Incentive Stock Options are
exercisable for the first time by a Participant in any calendar
year shall not exceed $100,000. 

  9. Stock Appreciation Rights. A Stock Appreciation Right shall,
upon its exercise, entitle the Participant to whom such Stock
Appreciation Right was granted to receive a number of Shares or
cash or combination thereof, as the Committee in its discretion
shall determine, the aggregate value of which (i.e., the sum of
the amount of cash and/or Market Value of such Shares on date of
exercise) shall equal (as nearly as possible, it being understood
that the Corporation shall not issue any fractional shares) the
amount by which the Market Value per Share on the date of such
exercise shall exceed the Exercise Price of such Stock
Appreciation Right, multiplied by the number of Shares with
respect of which such Stock Appreciation Right shall have been
exercised. A Stock Appreciation Right may be Related to an Option
or may be granted independently of any Option as the Committee
shall from time to time in each case determine. At the time of
grant of an Option the Committee shall determine whether and to
what extent a Related Stock Appreciation Right shall be granted
with respect thereto, provided, however, and notwithstanding any
other provision of the Plan, that if the Related Option is an
Incentive Stock Option, the Related Stock Appreciation Right
shall satisfy all the restrictions and limitations of Section 8
hereof as if such Related Stock Appreciation Right were an
Incentive Stock Option and as if other rights which are Related
to Incentive Stock Options were Incentive


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Stock Options. In the case of a Related Option, such Related
Option shall cease to be exercisable to the extent of the Shares
with respect to which the Related Stock Appreciation Right was
exercised. Upon the exercise or termination of a Related Option,
any Related Stock Appreciation Right shall terminate to the
extent of the Shares with respect to which the Related Option was
exercised or terminated. 

  10. Limited Stock Appreciation Rights. At the time of grant of
an Option or Stock Appreciation Right to any Participant, the
Committee shall have full and complete authority and discretion
to also grant to such Participant a Limited Stock Appreciation
Right which is Related to such Option or Stock Appreciation
Right, provided, however and notwithstanding any other provision
of the Plan, that if the Related Option is an Incentive Stock
Option, the Related Limited Stock Appreciation Right shall
satisfy all the restrictions and limitations of Section 8 hereof
as if such Related Limited Stock Appreciation Right were an
Incentive Stock Option and as if all other Rights which are
Related to Incentive Stock Options were Incentive Stock Options.
Subject to vesting requirements contained in 12 C.F.R. Section
563b.3(g)(4) or any successor regulation, a Limited Stock
Appreciation Right shall be exercisable only during the period
beginning on the first day following the date of expiration of
any "offer" (as such term is hereinafter defined) and ending on
the forty-fifth day following such date.

  A Limited Stock Appreciation Right shall, upon its exercise,
entitle the Participant to whom such Limited Stock Appreciation
Right was granted to receive an amount of cash equal to the
amount by which the "Offer Price per Share" (as such term is
hereinafter defined) or the Market Value on the date of such
exercise, as shall have been provided by the Committee in its
discretion at the time of grant, shall exceed the Exercise Price
of such Limited Stock Appreciation Right, multiplied by the
number of Shares with respect to which such Limited Stock
Appreciation Right shall have been exercised. Upon the exercise
of a Limited Stock Appreciation Right, any Related Option and/or
Related Stock Appreciation Right shall cease to be exercisable to
the extent of the Shares with respect to which such Limited Stock
Appreciation Right was exercised. Upon the exercise or
termination of a Related Option or Related Stock Appreciation
Right, any Related Limited Stock Appreciation Right shall
terminate to the extent of the Shares with respect to which such
Related Option or Related Stock Appreciation Right was exercised
or terminated.

  For the purposes of this Section 10, the term "Offer" shall
mean any tender offer or exchange offer for Shares other than one
made by the Corporation, provided that the corporation, person or
other entity making the offer acquires pursuant to such offer
either (i) 25% of the Shares outstanding immediately prior to the
commencement of such offer or (ii) a number of Shares which,
together with all other Shares acquired in any tender offer or
exchange offer (other than one made by the Corporation) which
expired within sixty days of the expiration date of the offer in
question, equals 25% of the Shares outstanding immediately prior
to the commencement of the offer in question. The term "Offer
Price per Share" as used in this Section 10 shall mean the
highest price per Share paid in any Offer which Offer is in
effect any time during the period beginning on the sixtieth day
prior to the date on which a Limited Stock Appreciation Right is
exercised and ending on the date on which such Limited Stock
Appreciation Right is exercised. Any securities or property which
are part or all of the consideration paid for Shares in the Offer
shall be valued in determining the Offer Price per Share at the
higher of (A) the valuation placed on such securities or property
by the corporation, person or other entity making such Offer or
(B) the valuation placed on such securities or property by the
Committee.

  11. Adjustments Upon Changes in Capitalization. In the event of
any change in the outstanding Shares subsequent to the effective
date of the Plan by reason of any reorganization,
recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum
aggregate number and class of shares as to which Awards may be
granted under the Plan and the number, class and exercise price
of shares with respect to which Awards theretofore have been
granted under the Plan shall be appropriately adjusted by the
Committee, whose determination shall be conclusive.


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  12. Effect of Merger. In the event of any merger, consolidation
or combination of the Corporation (other than a merger,
consolidation or combination in which the Corporation is the
continuing entity and which does not result in the outstanding
Shares being converted into or exchanged for different
securities, cash or other property, or any combination thereof)
pursuant to a plan or agreement the terms of which are binding
upon all stockholders of the Corporation (except to the extent
that dissenting stockholders may be entitled, under statutory
provisions or provisions contained in the certificate or articles
of incorporation, to receive the appraised or fair value of their
holdings), any Participant to whom an Option or Right has been
granted at least six months prior to such event shall have the
right (subject to the provisions of the Plan and any limitation
or vesting period applicable to such Option or Right), thereafter
and during the term of each such Option or Right, to receive upon
exercise of any such Option or Right an amount equal to the
excess of the fair market value on the date of such exercise of
the securities, cash or other property, or combination thereof,
receivable upon such merger, consolidation or combination in
respect of a Share over the Exercise Price of such Right or
Option, multiplied by the number of Shares with respect to which
such Option or Right shall have been exercised. Such amount may
be payable fully in cash, fully in one or more of the kind or
kinds of property payable in such merger, consolidation or
combination, or partly in cash and partly in one or more of such
kind or kinds of property, all in the discretion of the
Committee. 

  13. Assignments and Transfers. No Award nor any right or
interest of a Participant under the Plan in any instrument
evidencing any Award under the Plan may be assigned, encumbered
or transferred except, in the event of the death of a
Participant, by will or the laws of descent and distribution or
in the case of Awards other than Incentive Stock Options pursuant
to a qualified domestic relations order, as defined in the Code
or Title I of ERISA or the rules thereunder.

  14. Employee Rights Under the Plan. No director, officer or
employee shall have a right to be selected as a Participant nor,
having been so selected, to be selected again as a Participant
and no director, officer, employee or other person shall have any
claim or right to be granted an Award under the Plan or under any
other incentive or similar plan of the Corporation or any
Affiliate. Neither the Plan nor any action taken thereunder shall
be construed as giving any employee any right to be retained in
the employ of the Corporation or any Affiliate.

  15. Delivery and Registration of Stock. The Corporation's
obligation to deliver Shares with respect to an Award shall, if
the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Participant
to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply
with the provisions of the Securities Act of 1933 or any other
Federal, state or local securities legislation or regulation. It
may be provided that any representation requirement shall become
inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such
Securities Act or other securities legislation. The Corporation
shall not be required to deliver any Shares under the Plan prior
to (i) the admission of such shares to listing on any stock
exchange or other system on which Shares may then be listed, and
(ii) the completion of such registration or other qualification
of such Shares under any state or Federal law, rule or
regulation, as the Committee shall determine to be necessary or
advisable.

  This Plan is intended to comply with Rule 16b-3 under the
Securities Exchange Act of 1934. Any provision of the Plan which
is inconsistent with said Rule shall, to the extent of such
inconsistency, be inoperative and shall not affect the validity
of the remaining provisions of the Plan. 

  16. Withholding Tax. The Corporation shall have the right to
deduct from all amounts paid in cash with respect to the exercise
of a Right under the Plan any taxes required by law to be
withheld with respect to such cash payments. Where a Participant
or other person is entitled to receive Shares pursuant to the
exercise of an Option or Right pursuant to the Plan, the
Corporation shall have the right to require the Participant or
such other person to pay the Corporation the amount of any taxes
which the Corporation is


  A-8

required to withhold with respect to such Shares, and may, in its
sole discretion, withhold sufficient Shares to cover the amount
of taxes which the Corporation is required to withhold. 

  17. Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any
portion thereof at any time, subject to Office of Thrift
Supervision Regulations, but no amendment shall be made without
approval of the stockholders of the Corporation which shall, (i)
increase the aggregate number of Shares with respect to which
Awards may be made under the Plan (except pursuant to Section
11), (ii) materially increase the benefits accruing to
Participants, (iii) materially change the requirements as to
eligibility for participation in the Plan or (iv) change the
class of persons eligible to participate in the Plan; provided,
however, that no such amendment, suspension or termination shall
impair the rights of any Participant, without his consent, in any
Award theretofore made pursuant to the Plan. 

  18. Effective Date and Term of Plan. The Plan shall become
effective upon its ratification by stockholders of the
Corporation. It shall continue in effect for a term of ten years
unless sooner terminated under Section 17 hereof.

  19. Initial Grant. By, and simultaneously with, the
ratification of this Plan by the stockholders of the Corporation,
each member of the Board of Directors of the Corporation at the
time of stockholder ratification of this Plan who is not a
full-time Employee, is hereby granted a ten-year, Non-Qualified
Stock Option to purchase an amount of shares equal to .5% of the
shares issued in the Bank's stock conversion at an Exercise Price
per share equal to the Market Value per share of the Shares on
the date of grant. In addition, subject to availability, each
director of the Corporation elected subsequent to the date of
stockholder ratification of the Plan who is not a full-time
Employee is hereby granted as of the date he or she is elected
and qualified a ten-year Non-Qualified Stock Option to purchase
an amount of shares equal to .5% of the shares issued in the
Bank's stock conversion at an Exercise Price equal to the Market
Value per share of the Shares on the date of grant. Each such
Option shall be evidenced by a Non-Qualified Stock Option
Agreement in a form approved by the Board of Directors and shall
be subject in all respects to the terms and conditions of this
Plan, which are controlling. All Options granted pursuant to this
section shall vest in five equal annual installments with the
first installment vesting on the first anniversary of the date of
grant, subject to the Director maintaining Continuous Service
with the Corporation or its Affiliates since the date of grant.
All Options granted pursuant to this Section 19 shall be rounded
down to the nearest whole share to the extent necessary to ensure
that no Options to purchase stock representing fractional shares
are granted. 

  20. Notwithstanding anything else in this Plan to the contrary,
to the extent that the Plan provides for formula awards, as
defined in Rule 16b-3(c)(2)(ii) under the Securities Exchange Act
of 1934, such provisions may not be amended more than once every
six months, other than to comport with changes in the Code, ERISA
or the rules thereunder.