WESTWOOD HOMESTEAD FINANCIAL CORPORATION
1997 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 Westwood Homestead Financial Corporation (the
"Company") hereby grants to _____________ (the "Optionee") a
total of _______ Stock Appreciation Rights (SARs), subject to
the terms and conditions set forth in the Westwood Homestead
Financial Corporation 1997 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 13 of the Plan.
(f) The SAR may be exercised only in accordance with
Sections 8 and 10 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.
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
1997 STOCK OPTION PLAN COMMITTEE
By:___________________________________
Date of Grant: ATTEST:
______________ ______________________________________
