PROGRESSIVE BANK, INC.
1997 EMPLOYEE STOCK OPTION PLAN
Stock Appreciation Rights Agreement
Not In Tandem with Stock Option
On the date of grant specified below, the Stock Option
Committee of Progressive Bank, Inc. (the "Company") hereby grants
to ________________ (the "Optionee") a total of _______ Stock
Appreciation Rights ("SARs"), subject to the terms and conditions
set forth in the Progressive Bank, Inc. 1997 Employee Stock
Option Plan (the "Plan") (a copy of which is available to the
Optionee upon request). The terms and conditions of the Plan are
incorporated herein by reference.
(a) The exercise price is $____ for each share, such
price being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
option.
(b) The SAR shall be exercisable to the extent
permitted in the Plan.
(c) The SAR shall be accepted for surrender by the
Optionee in consideration for the payment by the Company of an
amount equal to the excess of the fair market value on the date
of exercise of the Shares of Common Stock subject to such SAR
over the exercise price specified in Paragraph (a) hereof.
(d) Payment hereunder shall be made in shares of
Common Stock or in cash as provided in the Plan.
(e) The SAR is nontransferable, except in accordance
with Section 14 of the Plan.
(f) The SAR may be exercised only in accordance with
Sections 8 and 9 of the Plan, and only when there is a positive
spread, i.e., when the market price of the Common Stock subject
to the SAR exceeds the exercise price of the SAR.
(g) In the event of any inconsistency or conflict
between this Agreement and the Plan, the Plan shall be
controlling and supercede any conflicting or inconsistent
provision of the Agreement.
PROGRESSIVE BANK, INC.
1997 EMPLOYEE STOCK
OPTION PLAN COMMITTEE
By ________________________
______________________
Date of Grant
Attest: ___________________(Seal)
