AMENDMENT TO

                   ATICO FINANCIAL CORPORATION

                     1984 STOCK OPTION PLAN
                     DATED: JANUARY 26, 1984

     Pursuant to a resolution adopted by the Board of Directors
of INTERCONTINENTAL BANK (ICB), at its meeting held on
February 28, 1991, and in contemplation of a proposed merger of
ATICO FINANCIAL CORPORATION (AFC) into ICB, which merger became
effective March 30, 1991, the ATICO FINANCIAL CORPORATION 1984
Stock Option Plan dated January 26, 1984, is hereby amended as
follows: 

     1.   The ATICO FINANCIAL CORPORATION 1984 Stock Option
Plan is hereby adopted by ICB.

     2.   The ATICO FINANCIAL CORPORATION 1984 Stock Option Plan
is amended to change its name to the INTERCONTINENTAL BANK ISO
Plan. 

     3.   The ATICO FINANCIAL CORPORATION 1984 Plan is further
amended to increase the number of shares reserved for issuance
thereunder to 325,000.

     4.   The ATICO FINANCIAL CORPORATION 1984 Plan is further
amended to designate the shares to be issued under the
INTERCONTINENTAL BANK ISO Plan as shares of ICB Common Stock, and
to convert options outstanding under the ATICO FINANCIAL
CORPORATION 1984 Plan to acquire shares of AFC Common Stock, to
options under the INTERCONTINENTAL BANK I.S.O. Plan to purchase
shares of ICB Common Stock, under the same terms and conditions
as the AFC incentive options.

     5.   The ATICO FINANCIAL CORPORATION 1984 Stock Option Plan
is further amended to reflect that all references therein to "the
Company" shall, effective March 30, 1991, refer to ICB.
                   ATICO FINANCIAL CORPORATION

                     1984 STOCK OPTION PLAN

                    DATED:  JANUARY 26, 1984


I.   PURPOSE

     The purpose of this Plan is to provide a means whereby
selected key employees of Atico Financial Corporation (the
"Company") and its subsidiaries may, as an incentive to service
or continued service with the Company or a subsidiary, be given
an opportunity to acquire Common Stock of the Company, thereby
giving them a proprietary interest in the Company, increasing
their interest in its success, and encouraging them to remain in
its employ.

     As used in the Plan, the terms "parent" and "subsidiary"
shall have the meanings ascribed to the terms "parent
corporation" and "subsidiary corporation" in Section 425 of the
Internal Revenue Code, as amended (the "Code").

II.  ADMINISTRATION

     The Plan shall be administered by the Board of Directors of
the Company, or by such Committee (the "Committee") of three or
more Directors as the Board of Directors may from time to time
appoint, in either case excluding Directors who are eligible to
receive options under the plan unless such Directors have for the
time being disclaimed eligibility to receive them.

     Subject to the express provisions of the Plan, the Board of
Directors or the Committee, as the case may be, shall have
authority, in its discretion, to determine the individuals to
whom options shall be granted, the time or times at which such
options shall be granted, the number of shares to be covered by
each such option, the option price, and the installments in which
and the periods during which each such option shall be
exercisable; provided, however, that in exercising such
discretion with respect to participation of Directors of the
Company, if such exercise be by the Board of Directors, a
majority of the Board of Directors and a majority of the
Directors acting in the matter, or, if such exercise be by the
Committee, all of the members of the Committee, shall be persons
who are not at the time such discretion is exercised eligible and
have not at any time within one year prior thereto been eligible
as persons to whom stock might be allocated or to whom stock
options or stock appreciation rights might be granted pursuant to
the Plan or any other plan of the Company or of any other
corporation controlling, controlled by, or under common control
with, the Company, entitling the participants therein to acquire
stock, or stock options or stock appreciation rights of the
Company or any such other corporation.

     Subject to the express provisions of the Plan, the Board of
Directors shall also have the authority to construe and interpret
the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to adopt and revise from time to time and to
construe and interpret the form of the options to be granted
under the Plan (which need not be identical) and to make all
other determinations necessary or advisable for the
administration of the Plan.  The Board of Directors may correct
any defect or supply any omission or reconcile any inconsistency
in the Plan or any option, in the manner and to the extent it
shall deem expedient to carry it into effect, and it shall be the
sole and final judge of such expediency.

     The determination of the Board of Directors and those of the
Committee on the matters referred to in this Section II shall be
conclusive.

III. SHARES SUBJECT TO THE PLAN

     The shares to be sold under the Plan may be shares of the
Company's authorized but unissued Common Stock or issued shares
of such Common Stock reacquired by the Company at any time, as
the Board of Directors from time to time may determine; provided,
however, that unless and until the Board of Directors shall
determine to repurchase shares or to use treasury shares for the
purposes of the Plan, the shares sold under the Plan shall be
authorized and unissued shares reserved for that purpose.

     Subject to adjustment as provided in Section XI hereof, the
maximum aggregate number of shares for which options may be
granted under the Plan is 100,000 shares of the Company's Common
Stock, as constituted at the date of the Plan.

     If any option granted under the Plan shall expire or
terminate in any manner or for any reason (including termination
by voluntary surrender) without having been exercised in full,
the number of shares of Common Stock as to which such option
shall not have been exercised shall again be available for the
purposes of the Plan.

IV.  ELIGIBILITY FOR AND GRANT OF OPTIONS

     An option may be granted to any person (including any
Director or any officer of the Company) who, at the time such
granting, is a key employee of the Company or any subsidiary.

     Options granted under the Plan shall be incentive stock
options.  Each incentive stock option is intended to qualify as
and shall comply with all the requirements of an "incentive stock
option" in Section 422A of the Code.

     An incentive stock option may be granted only to a person
who, at the time the option is granted, does not own stock
possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any parent or subsidiary;
provided, however, that this paragraph shall not apply if at the
time the option is granted the option price is at least 110% of
the fair market value of the shares of Common Stock subject to
the option and the option by its terms is not exercisable after
the expiration of 5 years from the date the option is granted. 
For purposes of this paragraph, a person shall be considered as
owning the stock owned, directly or indirectly, by or for his or
her brothers or sisters (whether by the whole or half blood),
spouse, ancestors, and lineal descendants; and stock owned,
directly or indirectly, by or for a corporation partnership,
estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners, or
beneficiaries.

     The aggregate fair market value (determined as of the time
the option is granted) of the stock for which any employee may be
granted incentive stock options within the meaning of Section
422A of the Code in any calendar year under the Plan and all
other plans of the Company and any parent or subsidiary shall not
exceed $100,000 plus any unused limit carryover, calculated under
Section 422A(c)(4) of the Code, to such year with respect to such
employee.

V.   TERMS OF OPTIONS

     Each option shall by its terms be not exercisable after the
date determined by the Board of Directors or the Committee, as
the case may be, at the time of the granting of the option, and
all rights thereunder shall thereupon expire.  Such date shall in
no event be more than ten years after the date on which the
option is granted.

VI.  OPTION PRICE  * See Amendment dated January 27, 1989

     In the case of each option granted under the Plan, the
purchase price or prices of the Common Stock of the Company
called for by the option shall be determined by the Board of
Directors or the Committee, as the case may be, and shall be not
less than 100% of the fair market value, as determined by the
Board of Directors or the Committee, of the Common Stock of the
Company on the date of granting of the option.  The purchase
price shall be paid in full upon the exercise of the option,
either in cash or by delivery of then outstanding shares of
Common Stock of the Company or a combination thereof, at the
election of the person exercising the option.  Common Stock
delivered for this purpose shall be valued at the mean between
the high and low prices as reported on the over the counter
market for the date of exercise of the option, or if there is no
trading on that day, on the trading day next preceding the date
of exercise of the option.

VII. EXERCISE OF OPTIONS

     The grantee of an option must remain in the continuous
employ of the Company or a subsidiary for a period of one year
from the date the option is granted before becoming entitled to
exercise the option as to any part of the shares covered thereby. 
Thereafter, the option shall become exercisable as to the shares
covered thereby in one or more installments (which need not be
equal), and upon such conditions, limitations and restrictions,
as shall be determined by the Board of Directors or the Committee
at the time of the granting of the option, and specified in the
option; provided, however, that, except as set forth in Section
IX and X, no option may be exercised unless the grantee of the
option has been in the employ of the Company or a subsidiary
continuously from the date of granting of the option to the date
of exercise.

     Each incentive stock option under the Plan by its terms
shall not be exercisable while there is outstanding (within the
meaning hereinafter set forth) any incentive stock option
theretofore granted to the same person to purchase stock in his
employer corporation, or in a corporation which (at the time of
the granting of such option) is a parent or subsidiary of his
employer corporation, or in a predecessor corporation of any of
such corporations.  For this purpose, an incentive stock option
shall be treated as outstanding until such option is exercised in
full or expires by reason of lapse of time.

     Shares as to which an option has become exercisable shall be
subject to purchase at any time or from time to time thereafter
during the remaining term of the option, but not less than 10
shares may be purchased at any one time, except upon the purchase
Of the remaining balance of shares as to which the option is at
the time exercisable

VIII.     NON-TRANSFERABILITY OF OPTIONS

     Each option granted under the Plan shall by its terms be not
transferable by the individual to whom it shall have been granted
otherwise than by will or the laws of descent and distribution,
and shall be exercisable, during his lifetime, only by him or his
guardian or legal representative.

IX.  TERMINATION OF EMPLOYMENT

     If the grantee of an option ceases to be an employee of the
Company or any subsidiary for any reason other than his death or
his having been discharged for cause or having terminated his
employment in violation of an employment agreement with the
Company or the subsidiary, or if the subsidiary by which the
grantee of an option is employed ceases to be a subsidiary of the
Company, his option shall expire (unless by its terms it expires
at an earlier date) three months after the date of such
termination (or one year if termination sas for disability within
the meaning of Section 105(d)(4) of the Code) or after the date
the subsidiary) ceased to be a subsidiary) of the Company, and
during such three month period (or one year period if termination
was for disability) the option shall be exercisable only to the
extent that it was exercisable on the date of termination of
employment or on the date that the subsidiary ceased to be a
subsidiary of the Company; provided, however, that no option may
be exercised after the expiration date specified herein.  If the
grantee of an option shall be discharged for cause or shall
terminate his employment in violation of an employment agreement
with the Company or a subsidiary, then his option shall terminate
and expire concurrently with the termination of his employment
and shall not thereafter be exercisable to any extent.  Options
granted under the Plan shall not be affected by any change of
employment so long as the grantee of the option continues to be
an employee of the Company or any of its subsidiaries, and
nothing in the Plan or in any option granted under it shall
confer any right to continue in the employ of the Company or any
of its subsidiaries or interfere in any way with the right of the
Company or any subsidiary to terminate any employment at any
time.

X.   DEATH OF EMPLOYEE

     If a grantee of an option dies while he is an employee of
the Company or a subsidiary or thereafter at any time while he
shall be entitled to exercise any portion thereof, such option
may, to the extent that the grantee of the option was entitled to
exercise such option on the date of his death, be exercised
within two years after his death by the person or persons to whom
his rights under the option shall have passed by his will or by
the applicable laws of descent and distribution; provided,
however, that no option may be exercised after the expiration
date specified therein.

XI.  ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC.

     The aggregate number and class of shares subject to the
Plan, the number and class of shares subject to each option
granted under the Plan, and the price per share (but not the
total price) shall be appropriately and equitably adjusted in the
event of any reclassification or increase or decrease in the
number of the issued shares of Common Stock of the Company by
reason of a split-up or consolidation of shares, the payment of
stock dividend, a recapitalization, a combination or exchange of
shares, or any like capital adjustment; provided, however, that
with respect to any incentive stock option any such adjustment
shall be made only to the extent it would not constitute a
"modification" within the meaning of Section 425(h) of the Code.

     If the Company shall be reorganized or shall merge into or
consolidate with any other company, the Company will use its best
efforts to arrange that each option granted under the Plan shall
be adjusted so as to apply to the securities to which a holder of
the number of shares of Common Stock subject to the option would
have been entitled by reason of such reorganization,
consolidation or merger.  In the event the attempt of the Company
in this regard shall not be successful, or in the event of the
proposed dissolution or liquidation or sale of substantially all
of the assets of the Company, each option granted under the Plan
shall terminate as of a date to be fixed by the Board of
Directors; provided that no less than 30 days' written notice of
the date so fixed shall be given to each grantee of an option or
to the person or persons to whom his rights shall have passed by
his will or the applicable laws of descent and distribution, if
known to the Company, and each such grantee or such person or
persons shall have the right, during the period of 30 days
preceding such termination, to exercise the option as to all or
any part of the shares covered thereby, including shares as to
which such option would not otherwise be exercisable, except that
no incentive stock option shall be become exercisable in
contravention of any requirement of Section 422A of the Code that
is necessary in order to qualify as an "incentive stock option.".

     Adjustments under this Section XI shall be made by the Board
Of Directors, and any determination of the Board shall be binding
and conclusive.

XII. TERMINATION

     Unless previously terminated by the Board of Directors, this
Plan shall terminate on January 25, 1994, but such termination
shall not affect any option theretofore granted the Board of
Directors of the Company at any time prior to that date may
terminate the Plan, or make such changes in it and additions to
it as the Board of Directors shall deem advisable; provided,
however, that except as provided in Section XI hereof, the Board
of Directors may not, without further approval by the
stockholders of the Company increase the maximum number of shares
as to which options may be granted under the Plan, as original)
adopted or as from time to time amended, or reduce the minimum
option price or extend the period during which options may be
granted or exercised, or change the class of employees eligible
to receive options under the Plan.  No termination or amendment
of the Plan may, without the consent of the grantee of an option
then outstanding and in effect, or, if he shall have died, the
person or persons to whom his rights shall have passed by his
will or the applicable laws of descent and distribution,
terminate such option or materially and adversely affect his
rights or the rights of such person or persons under the option.

Article VI above is amended to reflect that upon the exercise of
the Option, the Purchase Price may be paid only in cash.  This
Amendment deletes the previous provision allowing the trade of
Stock when exercising the Option.