XXXXX BANCORP, INC.
COLUMBIAN BANK, A FEDERAL SAVINGS BANK
1994 STOCK OPTION AND INCENTIVE PLAN
_____________________________________
1998 Amendment to Stock Option Agreement
_____________________________________
WHEREAS, Columbian Bank, A Federal Savings Bank
("Columbian") merged into Xxxxx Bancorp, Inc. ("Xxxxx") on May
29, 1998 pursuant to a reorganization and merger agreement (the
"Merger Agreement");
WHEREAS, Section 1.5(c) of the Merger Agreement provides
that each stock option outstanding under the Columbian Bank, A
Federal Savings Bank 1994 Stock Option and Incentive Plan (the
"Plan") shall continue outstanding as an option to purchase
shares of Cecil's common stock ("Common Stock") and under the
same terms and conditions as were applicable immediately prior
to the closing of the merger (the "Closing"), except that the
exercise price of each outstanding stock option (and associated
number of shares of Common Stock covered by the option) shall be
proportionately adjusted in accordance with the Exchange Ratio
set forth in Section 1.5(a)(i) of the Merger Agreement; and
WHEREAS, Columbian previously entered into a Stock Option
Agreement dated ________________ ___, 19__ (the "Option Agree-
ment") with (the "Optionee"), and the Optionee received the
following grants of incentive stock options ("ISOs") and/or
non-incentive stock options ("Non-ISOs"):
Shares of
Perpetual's
ISO or Common Stock
Grant Date Non-ISO Subject to the Option Exercise Price
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WHEREAS, Xxxxx assumed the Plan and all obligations
thereunder upon the closing of the merger.
Columbian Bank's 1994 Stock Option and Incentive Plan
1998 Amendment to Stock Option Agreement
Page 2
NOW, THEREFORE, BE IT RESOLVED that the Optionee shall
receive shares of Common Stock upon exercise of the stock
options granted to him or her under the Plan; and be
it
RESOLVED FURTHER, that the provisions of the Option
Agreement that specify the number of shares of common stock
covered by the option and the option exercise price for
each share shall be amended pursuant to the terms of the Merger
Agreement to provide as follows:
Shares of Cecil's
ISO or Common Stock Adjusted
Grant Date Non-ISO Subject to the Option Exercise Price
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Nothing contained herein shall be held to alter, vary or
affect any of the terms, provisions, or conditions of the Plan
or the Option Agreement other than as stated above.
XXXXX BANCORP, INC.
By ______________________________
Its __________________________
______________________
Date Attest: __________________ (Seal)
