Registration No. 333-______

    As filed with the Securities and Exchange Commission on January 30, 2004


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                           Jacksonville Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

               Federal                                       33-1002258
   (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                             1211 West Morton Avenue
                          Jacksonville, Illinois 62650
                    (Address of Principal Executive Offices)

                                 Richard A. Foss
                      President and Chief Executive Officer
                             1211 West Morton Avenue
                          Jacksonville, Illinois 62650
                     (Name and Address of Agent for Service)


           Jacksonville Savings Bank and Jacksonville Bancorp, M.H.C.
                             1996 Stock Option Plan
                Jacksonville Savings Bank 2001 Stock Option Plan
                            (Full Title of the Plans)

                                   Copies to:

         Richard A. Foss                            Alan Schick, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
    Jacksonville Savings Bank               5335 Wisconsin Ave., N.W., Suite 400
     1211 West Morton Avenue                       Washington, D.C. 20015
  Jacksonville, Illinois 62650                        (202) 274-2000
       (217) 245-4111



     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. :


<PAGE>


<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$.01 per share
<S>                              <C>                 <C>                     <C>
                                 27,287 (4)          $ 17.02 (3)              $464,425
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par
Value $.01 per share
                                 83,626 (5)          $ 8.83 (2)               $738,417
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$.01 per share
                                 80,300 (6)          $ 17.02 (3)            $1,366,706
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$.01 per share
                                 87,100 (7)          $ 10.00 (2)              $871,000
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
                                278,313                  --                 $3,440,548               $435.92
         Totals
====================================================================================================================
</TABLE>

(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Jacksonville Savings Bank and Jacksonville  Bancorp,  M.H.C. 1996 Stock
     Option Plan (the "1996 Stock Option Plan"),  and the  Jacksonville  Savings
     Bank 2001 Stock Option Plan (the "2001 Stock Option Plan") as a result of a
     stock split, stock dividend or similar adjustment of the outstanding common
     stock  of  Jacksonville   Bancorp,  Inc.  pursuant  to  17  C.F.R.  Section
     230.416(a).
(2)  Determined by the exercise price of options  pursuant to 17 C.F.R.  Section
     230.457(h)(1).
(3)  Determined  by  reference  to the fair market  value of the common stock on
     January 28, 2004, pursuant to 17 C.F.R. Section 230.457(c).
(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 1996 Stock  Option Plan for any future  stock grants or
     awards.
(5)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 1996 Stock Option Plan for any stock  options that have
     been granted.
(6)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2001 Stock  Option Plan for any future  stock grants or
     awards.
(7)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance under the 2001 Stock Option Plan for any stock options that have
     been granted.

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
               Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to participants in the 1996 Stock Option Plan
and the 2001 Stock  Option Plan  (together,  the  "Plans") as  specified by Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the

                                       2
<page>

"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").  Jacksonville Bancorp, Inc. became the holding company  reorganization of
Jacksonville Savings Bank in 2002.

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or concurrently  filed by Jacksonville
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

     a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2002 (Commission File No. 000-49792),  filed with the Commission on
March 28, 2003 pursuant to Section 13(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the Annual  Report on Form 10-K referred to in (a) above;
and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement  on Form 8-A filed  with the  Commission  on May 2, 2002
(Commission File No. 000-49792).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
Annual  Report on Form 10-K to the extent that a statement  contained  herein or
therein or in any other  subsequently filed document which also is, or is deemed
to be,  incorporated by reference  herein or therein modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the Annual Report on Form 10-K.

     The Company shall furnish  without charge to each person to whom the Annual
Report is  delivered,  on the written or oral request of such person,  a copy of
any or all of the documents  incorporated  by reference,  other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Richard
A. Foss, President and Chief Executive Officer, Jacksonville Bancorp, Inc., 1211
West  Morton  Avenue,  Jacksonville,  Illinois  62650,  telephone  number  (217)
245-4111.

     All  information  appearing in this  Registration  Statement and the Annual
Report on Form 10-K is qualified  in its  entirety by the detailed  information,
including financial statements,  appearing in the documents  incorporated herein
or therein by reference.

Item 4.  Description of Securities

         Not applicable.
                                       3
<page>

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Article VII of the Bylaws of  Jacksonville  Bancorp,  Inc. (the  "Company")
sets forth circumstances under which directors,  officers,  employees and agents
of the Company may be insured or indemnified  against liability which they incur
in their capacities as such:

                          ARTICLE VII. INDEMNIFICATION

     The Company  shall  indemnify  its  directors,  officer,  and  employees in
accordance with the following requirements:

(a)  Definitions and rules of construction.

     (1)  Definitions for purposes of this Article

          (i)  Action.  The term "action"  means any judicial or  administrative
               proceeding, or threatened proceeding, whether civil, criminal, or
               otherwise, including any appeal or other proceeding for review;

          (ii) Court. The term "court" includes,  without limitation,  any court
               to which or in which  any  appeal  or  proceeding  for  review is
               brought.

          (iii)Final  judgment.  The term  "final  judgment"  means a  judgment,
               decree,  or order  which  is not  appealable  or as to which  the
               period for appeal has expired with no appeal taken.

          (iv) Settlement. The term "settlement" includes entry of a judgment by
               consent or confession or a plea of guilty or nolo contendere.

     (2)  References  in  this  Article  to  any  individual  or  other  person,
          including  any savings  bank,  shall  include  legal  representatives,
          successors, and assigns thereof.

     (b) General. Subject to paragraphs (c) and (g) of this Article, the Company
shall  indemnify  any person  against  whom an action is  brought or  threatened
because that person is or was a director,  officer,  or employee of the Company,
for:

     (1)  Any amount for which that person  becomes  liable  under a judgment in
          such action; and

     (2)  Reasonable costs and expenses,  including reasonable  attorney's fees,
          actually paid or incurred by that person in defending or settling such
          action,  or in enforcing his or her rights under this Article if he or
          she attains a favorable judgment in such enforcement action.

     (c) Requirements.  Indemnification  shall be made to person under paragraph
(b) of this Article only if:

     (1)  Final judgment on the merits is in his or her favor; or

     (2)  In case of:

               (i)  Settlement,

               (ii) Final judgment against him or her, or

                                       4
<page>

               (iii)Final  judgment  in his  or her  favor,  other  than  on the
                    merits, if a majority of the disinterested  directors of the
                    Company  determine  that he or she was  acting in good faith
                    within the scope of his or her employment or authority as he
                    or  she  could   reasonably  have  perceived  it  under  the
                    circumstances  and for a purpose he or she could  reasonably
                    have  believed  under  the  circumstances  was in  the  best
                    interests of the Company or its members.

However, no indemnification shall be made unless the Company gives the Office at
least 60 days' notice of its intention to make such indemnification. Such notice
shall state the facts on which the action  arose,  the terms of any  settlement,
and any disposition of the action by a court. Such notice, a copy thereof, and a
certified copy of the resolution  containing the required  determination  by the
board of directors  shall be sent to the Regional  Director,  who shall promptly
acknowledge  receipt thereof.  The notice period shall run from the date of such
receipt. No such indemnification shall be made if the Office advises the Company
in writing, within such notice period, of his or her objection thereto.

     (d)  Insurance.  The Company  shall obtain  insurance to protect it and its
directors,  officers,  and employees from  potential  losses arising from claims
against any of them for alleged  wrongful acts, or wrongful  acts,  committed in
their capacity as directors,  officers, or employees. The Company may not obtain
insurance  which  provides  for  payment of losses of any person  incurred  as a
consequence of his or her willful or criminal misconduct.

     (e)  Payment of  expenses.  If a majority of the  directors  of the Company
conclude that, in connection  with an action,  any person  ultimately may become
entitled to  indemnification  under this  Article,  the  directors may authorize
payment of reasonable costs and expenses,  including reasonable attorneys' fees,
arising from the defense or settlement of such action. Nothing in this paragraph
(e) shall prevent the directors of the Company from imposing such  conditions on
a  payment  of  expenses  as they deem  warranted  and in the  interests  of the
Company. Before making advance payment of expenses under this paragraph (e), the
Company shall obtain an agreement  that the Company will be repaid if the person
on whose behalf  payment is made is later  determined not to be entitled to such
indemnification.

     (f) Exclusiveness of provisions. The indemnification of any person referred
to in paragraph (b) shall be governed  solely by these bylaws as provided for in
12 C.F.R.  ss.545.121  (b) and the  obtaining  of  insurance  as  referred to in
paragraph (d) shall be governed by paragraph (d) of 12 C.F.R. ss.545.121.

     (g) The  indemnification  provided for in  paragraph  (b) is subject to and
qualified by 12 U.S.C. 1821(k).

     In  addition,  federal  regulations  clearly  define  areas  for  indemnity
coverage  for mutual  holding  companies  of federal  savings  institutions,  as
follows:

         Indemnification of directors, officers and employees.

     A Federal savings association shall indemnify its directors,  officers, and
employees in accordance with the following requirements:

     (a) Definitions and rules of construction.

          (1)  Definitions for purposes of this Section.

               (i)  Action.   The  term   "action"   means   any   judicial   or
                    administrative proceeding, or threatened proceeding, whether
                    civil, criminal, or otherwise, including any appeal or other
                    proceeding for review;

               (ii) Court. The term "court" includes,  without  limitation,  any
                    court to which or in which any appeal or any  proceeding for
                    review is brought.

               (iii)Final Judgment.  The term "final judgment" means a judgment,
                    decree,  or order which is not appealable or as to which the
                    period for appeal has expired with no appeal taken.

                                       5
<page>

               (iv) Settlement.  The  term  "settlement"  includes  entry  of  a
                    judgment  by  consent or  confession  or a plea of guilty or
                    nolo contendere.

          (2)  References  in this section to any  individual  or other  person,
               including any association,  shall include legal  representatives,
               successors, and assigns thereof.

     (b) General.  Subject to paragraphs (c) and (g) of this section,  a savings
association  shall  indemnify  any person  against  whom an action is brought or
threatened because that person is or was a director,  officer or employee of the
association, for:

          (1)  Any amount for which that person  becomes liable under a judgment
               in such action; and

          (2)  Reasonable costs and expenses,  including  reasonable  attorney's
               fees,  actually  paid or incurred by that person in  defending or
               settling  such action,  or in  enforcing  his or her rights under
               this  section if he or she attains a  favorable  judgment in such
               enforcement action.

     (c)  Requirements.  Indemnification  shall  be made to  such  person  under
paragraph (b) of this section only if:

          (1)  Final judgment on the merits is in his or her favor; or

          (2)  In case of:

               (i)  Settlement,

               (ii) Final judgment against him or her, or

               (iii)Final  judgment  in his  or her  favor,  other  than  on the
                    merits, if a majority of the disinterested  directors of the
                    savings  association  determine that he or she was acting in
                    good  faith  within  the scope of his or her  employment  or
                    authority as he or she could  reasonably  have  perceived it
                    under the  circumstances  and for a purpose  he or she could
                    reasonably have believed under the  circumstances was in the
                    best interests of the savings association or its members.

          However, no indemnification shall be made unless the association gives
     the  Office  at  least  60  days'  notice  of its  intention  to make  such
     indemnification.  Such  notice  shall  state the facts on which the  action
     arose, the terms of any settlement,  and any disposition of the action by a
     court. Such notice, a copy thereof,  and a certified copy of the resolution
     containing the required  determination  by the board of directors  shall be
     sent to the  Regional  Director,  who shall  promptly  acknowledge  receipt
     thereof. The notice period shall run from the date of such receipt. No such
     indemnification  shall  be made  if the  OTS  advises  the  association  in
     writing, within such notice period, of its objection thereto.

     (d) Insurance. A savings association may obtain insurance to protect it and
its directors, officers, and employees from potential losses arising from claims
against any of them for alleged  wrongful acts, or wrongful  acts,  committed in
their  capacity  as  directors,  officers,  or  employees.  However,  no savings
association  may obtain  insurance  which  provides for payment of losses of any
person incurred as a consequence of his or her willful or criminal misconduct.

     (e)  Payment of  expenses.  If a  majority  of the  directors  of a savings
association  concludes that, in connection with an action, any person ultimately
may become  entitled to  indemnification  under this section,  the directors may
authorize  payment  of  reasonable  costs  and  expenses,  including  reasonable
attorneys' fees, arising from the defense or settlement of such action.  Nothing
in this paragraph (e) shall prevent the directors of a savings  association from
imposing such  conditions on a payment of expenses as they deem warranted and in
the  interests of the savings  association.  Before  making  advance  payment of
expenses  under this  paragraph  (e),  the savings  association  shall obtain an
agreement  that the  savings  association  will be repaid if the person on whose
behalf  payment  is  made  is  later  determined  not  to be  entitled  to  such
indemnification.

                                       6
<page>

     (f) Exclusiveness of provision.  No savings association shall indemnify any
person referred to in paragraph (b) of this section or obtain insurance referred
to in paragraph (d) of this section other than in accordance  with this section.
However,  an association which has a bylaw in effect relating to indemnification
of its  personnel  shall be  governed  solely  by that  bylaw,  except  that its
authority  to  obtain  insurance  shall be  governed  by  paragraph  (d) of this
section.

     (g)  [Applicability of section 11(n) of the Federal Deposit Insurance Act.]
The indemnification  provided for in paragraph (b) of this section is subject to
and qualified by 12 U.S.C. 1821(k).

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

 Regulation S-K                                       Reference to Prior Filing
 Exhibit Number                                        or Exhibit No. attached
                             Document                           hereto

 4     Form of Common Stock Certificate                                       *

 5     Opinion of Luse Gorman Pomerenk & Schick, P.C.                  Exhibit 5

10.1   Jacksonville Savings Bank and  Jacksonville Bancorp, M.H.C.  Exhibit 10.1
       1996 Stock Option Plan

10.2   Jacksonville Savings Bank 2001 Stock Option Plan             Exhibit 10.2

23.1   Consent of Luse Gorman Pomerenk & Schick, P.C      Contained in Exhibit 5

23.2   Consent of  McGladrey & Pullen, LLP                          Exhibit 23.2

 24    Power of Attorney                             Contained on Signature Page

* Incorporated by reference to Exhibit 1 to the Registration Statement on Form
8-A (Commission File No. 000-49792), originally filed by the Company under the
Exchange Act of 1934 with the Commission on May 2, 2002, and all amendments or
reports filed for the purpose of updating such description.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

                                       7
<page>

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       8
<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in Jacksonville,  Illinois, on this 30th
day of January, 2004.

                                       JACKSONVILLE BANCORP, INC.


                               By:      /s/ Richard A. Foss
                                       -----------------------------------
                                       Richard A. Foss
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Jacksonville  Bancorp,  Inc.
(the "Company")  hereby severally  constitute and appoint Richard A. Foss as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said  Richard A. Foss may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the  registration of common stock underlying the
Jacksonville  Savings Bank and Jacksonville  Bancorp,  M.H.C.  1996 Stock Option
Plan and the  Jacksonville  Savings  Bank  2001  Stock  Option  Plan,  including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities  indicated below the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
approve,  ratify and confirm all that said  Richard A. Foss shall do or cause to
be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

Signatures                          Title                                  Date




/s/ Richard A. Foss                 President and               January 30, 2004
---------------------------     Chief Executive Officer
Richard A. Foss                  (Principal Executive Officer)


/s/ Diana S. Tone                   Chief Financial Officer     January 30, 2004
---------------------------         and Compliance Officer
Diana S. Tone                      (Principal Financial and
                                    Accounting Officer)

/s/ Andrew F. Applebee              Chairman of the Board       January 30, 2004
---------------------------
Andrew F. Applebee


/s/ Roger D. Cannell                Director                    January 30, 2004
---------------------------
Roger D. Cannell

<page>


/s/ Michael R. Goldasich            Director                    January 30, 2004
---------------------------
Michael R. Goldasich


/s/ Harmon B. Deal, III             Director                    January 30, 2004
---------------------------
Harmon B. Deal, III


/s/ Emily J. Osburn                 Director                    January 30, 2004
---------------------------
Emily J. Osburn


/s/ Harvey D. Scott, III            Director                    January 30, 2004
---------------------------
Harvey D. Scott III


/s/ Dean H. Hess                    Director                    January 30, 2004
---------------------------
Dean H. Hess


/s/ John C. Williams                Director,                  January 30, 2004
---------------------------     Senior Vice President
John C. Williams                  and Trust Officer












<PAGE>



                                  EXHIBIT INDEX


Exhibit Number             Description

4    Form of Common Stock Certificate (Incorporated by reference to Exhibit 1 to
     the  Registration  Statement on Form 8-A (Commission  File No.  000-49792),
     originally  filed by the Company  under the  Exchange  Act of 1934 with the
     Commission  on May 2, 2002,  and all  amendments  or reports  filed for the
     purpose of updating such description).

5    Opinion of Luse Gorman Pomerenk & Schick, P.C.

10.1 Jacksonville  Savings  Bank and  Jacksonville  Bancorp,  M.H.C.  1996 Stock
     Option Plan

10.2 Jacksonville Savings Bank 2001 Stock Option Plan

23.1 Consent of Luse Gorman  Pomerenk & Schick,  P.C.  (contained in the opinion
     included as Exhibit 5).

23.2 Consent of McGladrey & Pullen, LLC.

24   Power of Attorney  (contained  in the signature  page to this  Registration
     Statement).

------------------




<PAGE>


                                    Exhibit 5

<PAGE>



                  [LETTERHEAD OF LUSE GORMAN POMERENK & SCHICK]




(202) 274-2000

January 30, 2004

Board of Directors
Jacksonville Bancorp, Inc.
1211 West Morton Avenue
Jacksonville, Illinois 62650

                  Re:      Jacksonville Bancorp, Inc.
                           Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the  registration of common stock, par value $.01 per share (the
"Common Stock"), of Jacksonville  Bancorp,  Inc. (the "Company") issued pursuant
to the Jacksonville  Savings Bank and Jacksonville  Bancorp,  M.H.C.  1996 Stock
Option Plan and the Jacksonville  Savings Bank 2001 Stock Option Plan (together,
the "Plans").

     In rendering the opinion  expressed herein, we have reviewed the Charter of
the Company,  the Plans, the Company's  Registration  Statement on Form S-8 (the
"Form S-8"),  as well as  applicable  statutes  and  regulations  governing  the
Company.  We have assumed the  authenticity,  accuracy and  completeness  of all
documents in connection with the opinion  expressed herein. We have also assumed
the legal  capacity and  genuineness  of the  signatures of persons  signing all
documents in connection with which the opinions expressed herein are rendered.

     Based on the foregoing, we are of the following opinion:

     At the time of  effectiveness  of the Form  S-8,  the  Common  Stock of the
Company,  when issued in accordance  with the terms and conditions of the Plans,
will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                            Very truly yours,


                                            /s/ Luse Gorman Pomerenk & Schick
                                            Luse Gorman Pomerenk & Schick,
                                            A Professional Corporation



<PAGE>


                                  Exhibit 10.1


<PAGE>


                            JACKSONVILLE SAVINGS BANK
                        and JACKSONVILLE BANCORP, M.H.C.

                             1996 STOCK OPTION PLAN

1.       Purpose

     The purpose of the  Jacksonville  Savings  Bank and  Jacksonville  Bancorp,
M.H.C.  1996 Stock  Option  Plan (the  "Plan") is to advance  the  interests  of
Jacksonville  Savings  Bank  (the  "Bank")  and its  shareholders  by  providing
Employees  and  Outside  Directors  of the  Bank and its  affiliates,  including
Jacksonville Bancorp, M.H.C. (the "Company"),  the mutual holding company of the
Bank, upon whose judgment,  initiative and efforts the successful conduct of the
business of the Bank and its  affiliates  largely  depends,  with an  additional
incentive  to  perform  in a  superior  manner as well as to  attract  people of
experience and ability to such positions with the Bank and the Company.

2.       Definitions

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

     "Award"  means an Award of  Nonstatutory  Stock  Options,  Incentive  Stock
Options, and/or Limited Rights granted under the provisions of the Plan.

     "Beneficiary"  means the person or persons  designated by a Participant  to
receive any benefits  payable under the Plan in the event of such  Participant's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary  shall be the  Participant's  surviving spouse, if
any, or if none, his estate.

     "Board"  means  the  Board of  Directors  of the Bank and the  Company,  as
applicable.

         "Change in Control" means:

     (1) a reorganization,  merger, merger conversion,  consolidation or sale of
all or  substantially  all of the assets of the Bank,  the  Company or the Stock
Holding Company,  or a similar transaction in which the Bank, the Company or the
Stock Holding Company is not the resulting entity;

     (2)  individuals  who  constitute  the  Incumbent  Board of the  Bank,  the
Company,  or the Stock  Holding  Company  cease for any reason to  constitute  a
majority thereof; provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least  three-fourths  of
the directors  composing the Incumbent Board or whose nomination for election by
the Bank's or the Stock Holding Company's  stockholders or the Company's members
was approved by the same nominating  committee serving under the Incumbent Board
shall be, for purposes of this Section, considered as though he were a member of
the Incumbent Board; or

     (3) an  acquisition  of  "control"  of the Bank,  the  Company or the Stock
Holding  Company as defined in the Bank Holding  Company Act of 1956, as amended
and applicable rules and regulations  promulgated thereunder as in effect at the
time of the Change in Control  (collectively,  the "BHCA"), as determined by the
Board of Directors of the Bank, the Company or the Stock Holding Company; or

     (4) an acquisition of the Bank's or Stock Holding Company's stock requiring
submission of notice under the change in Bank Control Act.

                                       1
<page>

     (5) In the event that the Company  converts to the Stock Holding Company on
a  stand-alone  basis,  a "Change in Control"  of the Bank or the Stock  Holding
Company  (a)  shall  mean an event  of a nature  that  would be  required  to be
reported in response to Item 1a of the current  report on Form 8-K, as in effect
on the date hereof,  pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934 (the "Exchange  Act"), or results in a Change in Control of the Bank
or the Stock  Holding  Company  within the  meaning of the BHCA;  or (b) without
limitation shall be deemed to have occurred at such time as (i) any "person" (as
the term is used in Section  13(d) and 14(d) of the Exchange Act) other than the
Stock  Holding  Company is or becomes a  "beneficial  owner" (as defined in Rule
13-d under the Exchange Act) directly or  indirectly,  of securities of the Bank
representing 25% or more of the Bank's outstanding  securities ordinarily having
the right to vote at the election of directors  except for any securities of the
Bank received by the Stock Holding Company in connection with the Reorganization
and any securities  purchased by the Bank's  employee  stock  ownership plan and
trust shall not be counted in  determining  whether such plan is the  beneficial
owner  of  more  than  25% of the  Bank's  securities,  (ii) a  proxy  statement
soliciting  proxies from  stockholders  of the Bank,  by someone  other than the
current  management  of the  Bank,  seeking  stockholder  approval  of a plan of
reorganization, merger or consolidation of the Stock Holding Company of the Bank
or similar  transaction  with one or more  corporations as a result of which the
outstanding  shares  of the  class of  securities  then  subject  to the plan or
transaction  are exchanged or converted  into cash or property or securities not
issued by the Bank or the Stock Holding Company, or (iii) a tender offer is made
for 25% or more of the voting securities of the Bank and the shareholders owning
beneficially or of record 25% or more of the outstanding  securities of the Bank
have tendered or offered to sell their shares  pursuant to such tender offer and
such tendered shares have been accepted by the tender offeror.

     Notwithstanding  the  foregoing,  a "Change in  Control" of the Bank or the
Company  shall not be deemed to have  occurred if the  Company  ceases to own at
least 51% of all  outstanding  shares of stock of the Bank in connection  with a
conversion of the Company from mutual to stock form.

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

     "Commissioner"  shall  mean  the  Illinois   Commissioner  of  Savings  and
Residential Finance.

     "Committee"  means the Stock Benefits  Committee (or the equivalent) of the
Board of Directors consisting of at least three Outside Directors of the Bank or
the Company,  and all of whom are and must be "disinterested  directors" as that
term is defined under Rule 16b-3 under the Exchange Act.

     "Common Stock" means the common stock of the Bank, par value $1.00 per
share.

     "Company" means Jacksonville Bancorp, M.H.C.

     "Continuous  Service"  means  employment  as an  Employee  or service as an
Outside Director or Director Emeritus without any interruption or termination of
such employment or service. In the case of an Employee,  employment shall not be
considered  interrupted  in the case of sick leave,  military leave or any other
leave  of  absence  approved  by the Bank or in the  case of  transfers  between
payroll locations of the Bank or between the Bank, its parent,  its subsidiaries
or its successor.  For purposes of determining  Continuous  Service,  an Outside
Director who terminates service on the Board but who continues to serve the Bank
or Company as a Director  Emeritus will not be deemed to have an interruption or
termination of service under the Plan.  For purposes of  determining  Continuous
Service,  a Director  Emeritus who is issued an Award and who continues to serve
the Bank or Company in an  advisory  capacity  as a  Director  Emeritus  will be
deemed to have maintained  Continuous Service so long as such person serves as a
Director Emeritus.

     "Conversion  Transaction"  means the  conversion  of the  Company  from the
mutual to stock form of  organization  either on a  stand-alone  basis or in the
context of a merger  conversion  with an unrelated  entity,  as  contemplated by
regulations of the Commissioner or FDIC or any successor thereof.

     "Date of Grant"  means the actual  date on which an Award is granted by the
Committee.

     "Director" means a member of the Board of Directors.

     "Director  Emeritus" means a former Director,  who in recognition of his or
her past contributions, has been titled as a Director Emeritus and who continues
to perform advisory services for the Board.

                                       2
<page>

     "Disability" means the permanent and total inability by reason of mental or
physical  infirmity,  or both,  of an Employee  to perform the work  customarily
assigned  to him.  Additionally,  a medical  doctor  selected or approved by the
Board of Directors  must advise the Committee  that it is either not possible to
determine when such Disability  will terminate or that it appears  probable that
such  Disability  will be  permanent  during the  remainder  of such  Employee's
lifetime.

     "Effective  Date"  shall be the date the  Plan is  ratified  by the  Board,
following the approval of stockholders.

     "Employee"  means any person who is  currently  employed by the Bank or the
Company or an Affiliate, including officers.

     "Fair Market Value" means, when used in connection with the Common Stock on
a certain  date,  the reported  closing price of the Common Stock as reported by
the National  Association of Securities Dealers Automated  Quotation  ("Nasdaq")
"Small-Cap  Issues" (as published by the Wall Street  Journal,  if published) on
such  date,  or if the Common  Stock was not  traded on such  date,  on the next
preceding day on which the Common Stock was traded;  provided,  however, that if
the Common Stock is not reported on the Nasdaq "Small-Cap  Issues",  Fair Market
Value  shall mean the  average  sale  price of all  shares of Common  Stock sold
during  the 30-day  period  immediately  preceding  the date on which such stock
option was granted,  and if no shares of stock have been sold within such 30-day
period,  the  average  sale price of the last three  sales of Common  Stock sold
during  the 90-day  period  immediately  preceding  the date on which such stock
option was granted.  In the event Fair Market Value cannot be  determined in the
manner  described  above,  then Fair  Market  Value shall be  determined  by the
Committee.  The  Committee  is  authorized,  but is not  required,  to obtain an
independent appraisal to determine the Fair Market Value of the Common Stock.

     "FDIC" means the Federal Deposit Insurance Corporation.

     "Incentive  Stock  Option"  means an Option  granted by the Committee to an
Employee  Participant,  which Option is designated as an Incentive  Stock Option
pursuant to Section 8.

     "Incumbent  Board"  means,  in the  case of (i) the  Company  or the  Stock
Holding  Company,  or (ii) the  Bank,  the  Board of the  Company  or the  Bank,
respectively,  on the date hereof,  provided that any person becoming a director
subsequent to the date hereof whose  election was approved by a vote of at least
three-quarters  of the  directors  comprising  the  Incumbent  Board,  or  whose
nomination  for  election by members or  stockholders  was  approved by the same
nominating  committee  serving under an Incumbent Board,  shall be considered as
though he were a member of the Incumbent Board.

     "Limited Right" means the right to receive an amount of cash based upon the
terms set forth in Section 9.

     "Nonstatutory Stock Option" means an Option granted by the Committee to (i)
an Outside  Director or (ii) to any other  Participant and such option is either
(A) not designated by the Committee as an Incentive  Stock Option,  or (B) fails
to satisfy the requirements of an Incentive Stock Option as set forth in Section
422 of the Code and the regulations thereunder.

     "Normal  Retirement"  means,  for an Employee,  retirement at the normal or
early  retirement date as set forth in the Bank's Employee Stock Ownership Plan,
or any  successor  plan.

     "Offering"  means the initial  public  offering of the Common  Stock of the
Bank.

     "Option" means an Award granted under Section 7 or Section 8.

     "Outside Director" means a Director who is not also an Employee.

     "Participant"  means an Employee,  an Outside Director or Director Emeritus
who receives an Award under the Plan.

     "Reorganization" means the reorganization of Jacksonville Savings Bank as a
mutual holding company and the  establishment of the Bank as its  majority-owned
subsidiary.

                                       3
<page>

     "Stock Holding  Company" means the holding  company  resulting from a stock
conversion of the Company in a Conversion Transaction.

     "Termination  for Cause" means the  termination  of  employment  or service
caused  by  the  individual's   personal   dishonesty,   incompetence,   willful
misconduct,  any  breach  of a  fiduciary  duty  involving  personal  profit  or
intentional failure to perform stated duties, willful violation of any law, rule
or  regulation  (other than  traffic  violations  or similar  offenses) or final
cease-and-desist  order, or a material breach of a material provision hereof. In
the case of an Outside Director, Termination for Cause means a removal for cause
pursuant to the Bank's Bylaws.

3.       Administration

     The  Plan  shall  be  administered  by  the  Committee.  The  Committee  is
authorized,  subject to the  provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper  administration of the Plan and
to make whatever  determinations and interpretations in connection with the Plan
it deems necessary or advisable.  All determinations and interpretations made by
the Committee  shall be binding and conclusive on all  Participants  in the Plan
and on their legal representatives and beneficiaries.

     The Awards of Nonstatutory Options to Outside Directors under Section 7 are
intended to comply with Rule 16b-3 under the Exchange Act.  Notwithstanding  any
term to the contrary appearing herein, unless permitted by Rule 16b-3(c)(2)(ii),
neither the  Committee  nor the Board shall have the  authority to determine the
amount and price of  securities  to be  awarded  and/or  timing of awards  under
Section 7 to designated directors or categories of directors,  which terms shall
be set forth  herein.  To the extent any provision of the Plan or action by Plan
administrators  fails to comply with this  Section 3, such  provision  or action
shall  be  deemed  null  and  void to the  extent  permitted  by law and  deemed
advisable by the Board.

4.       Types of Awards

     Awards  under the Plan may be  granted in any one or a  combination  of (a)
Incentive  Stock  Options;  (b)  Non-Statutory  Stock  Options;  and (c) Limited
Rights.

5.       Stock Subject to the Plan

     Subject to  adjustment  as provided  in Section  14, the maximum  number of
shares  reserved for issuance  under the Plan is ten percent (10%) of the shares
of Common  Stock of the Bank sold in  connection  with the  Offering  (or 55,751
shares).

     The  shares of  Common  Stock  represented  by such  options  may be either
authorized but unissued shares or shares previously issued and reacquired by the
Bank or the Company.  The Company may use  dividends  received  from the Bank to
fund the purchase of shares  necessary to satisfy the exercise of stock options.
To the extent that options  together with any related  rights  granted under the
Plan  terminate,  expire or are cancelled  without  having been  exercised,  new
Awards may be made with respect to shares underlying such options.

6.       Eligibility

     Employees   shall  be  eligible  to  receive   Incentive   Stock   Options,
Nonstatutory  Stock  Options  and/or  Limited  Rights  under the  Plan.  Outside
Directors  shall not be eligible to receive  Incentive  Stock Options or Limited
Rights  under the Plan.  Outside  Directors  shall be eligible  to receive  only
Nonstatutory Stock Options.

7.       Nonstatutory Stock Options

         7.1      Grant of Nonstatutory Stock Options

     (a)  Grants to  Outside  Directors  or  Directors  Emeritus.  Each  Outside
Director  who is serving in such  capacity  on the  Effective  Date of the Plan,
shall be granted  Options to purchase  1,000 shares of Common Stock of the Bank,

                                       4
<page>

subject to adjustment pursuant to Section 14. Each person who becomes an Outside
Director  subsequent to the Effective Date, shall be granted  Nonstatutory Stock
Options to purchase  1,000  shares of the Common  Stock,  subject to  adjustment
pursuant to Section 14, to the extent  shares remain  available  under the Plan.
Directors  Emeritus  Lee A.  Sullivan  and  Harlan L.  Williamson  shall each be
granted  Options to purchase  1,000 shares of Common Stock.  Nonstatutory  Stock
Options granted under the Plan are subject to the terms and conditions set forth
in this Section 7.

     (b)  Grants to  Employees.  The  Committee  may,  from time to time,  grant
Nonstatutory  Stock Options to Employees  and, upon such terms and conditions as
the Committee may determine,  grant  Nonstatutory  Stock Options in exchange for
and upon  surrender of previously  granted  Awards under the Plan.  Nonstatutory
Stock Options granted under the Plan are subject to the terms and conditions set
forth in this Section 7.

     (c) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Bank and the Participant  specifying the number of shares
of Common Stock that may be acquired  through its exercise and  containing  such
other  terms and  conditions  that are not  inconsistent  with the terms of this
grant. The maximum number of shares subject to a Nonstatutory Option that may be
awarded under the Plan to any Employee shall be 20,000.

     (d) Price.  The purchase price per share of Common Stock  deliverable  upon
the  exercise of each  Non-statutory  Stock Option  shall be  determined  by the
Committee  on the date the Option is  granted.  Except as provided  below,  such
purchase price shall not be less than 85% of the Fair Market Value of the Common
Stock on the date the Option is granted.  The purchase price per share of Common
Stock deliverable upon the exercise of each Nonstatutory Stock Option granted in
exchange for and upon  surrender of previously  granted Awards shall be not less
than 80% of the Fair Market  Value of the Common Stock on the date the Option is
granted, but in no event may the purchase price of any Nonstatutory Stock Option
be less than the par value of the Common  Stock.  Shares may be  purchased  only
upon full payment of the purchase  price.  Payment of the purchase  price may be
made,  in whole or in part,  through the surrender of shares of the Common Stock
at the Fair Market Value of such shares.

                                       6
<page>

     (e) Manner of Exercise.  The vested  Option may be  exercised  from time to
time,  in whole or in part,  by  delivering a written  notice of exercise to the
President or Chief Executive Officer of the Bank. Such notice is irrevocable and
must be  accompanied  by full payment of the purchase price in cash or shares of
previously  acquired  Common  Stock of the Bank at the Fair Market Value of such
shares determined on the exercise date.

     (f) Terms of Options.  In no event  shall a  Nonstatutory  Stock  Option be
exercisable  in whole or in part more than 10 years and one day from the Date of
Grant.  No  Options  shall be earned by a  Participant  unless  the  Participant
maintains  Continuous  Service until the vesting date of such Option,  except as
set forth herein.  Nonstatutory  Stock Options  awarded to Outside  Directors or
Directors  Emeritus shall vest in the Outside Directors or Directors Emeritus at
the rate of  twenty  percent  (20%) of the  initially  awarded  amount  per year
commencing with the vesting of the first  installment on the date of grant,  and
succeeding   installments  on  each  anniversary  of  the  date  of  grant.  The
Nonstatutory  Options awarded to Employees shall be exercisable in installments,
as determined by the Committee which shall also determine the date on which each
installment shall become exercisable. The shares comprising each installment may
be  purchased  in whole or in part at any time  after such  installment  becomes
exercisable.  The Committee, in its sole discretion,  may accelerate the time at
which any  Nonstatutory  Stock Option  awarded to Employees  may be exercised in
whole or in part. In the event of a Change in Control,  all  Nonstatutory  Stock
Options shall become immediately exercisable.

     (g)  Termination  of  Employment  or Service.  Upon the  termination  of an
Employee's employment or upon termination of an Outside Director's or Director's
Emeritus  service for any reason other than, in the case of an Employee,  Normal
Retirement, or in the case of all Participants,  Disability,  death, a Change in
Control,  or Termination  for Cause,  the  Employee's,  Outside  Director's,  or
Director's  Emeritus  Nonstatutory Stock Options shall be exercisable only as to
those shares that were  immediately  purchasable by such Participant at the date
of termination and only for a period of one year following  termination.  In the
event of Termination for Cause, all rights under the Nonstatutory  Stock Options
shall expire upon  termination.  In the event of  termination  of  employment or
service due to a Change in Control, death or Disability of any Participant,  all
Nonstatutory Stock Options held by such Participant,  whether or not exercisable
at such time,  shall be exercisable by such person or his legal  representatives
or  beneficiaries  for one year  following the date of his death or cessation of
employment or service,  as applicable,  due to death,  Disability,  or Change in
Control, provided that in no event shall the period extend beyond the expiration
of the Nonstatutory Stock Option term. In the event of an Employee's termination
of employment due to Normal  Retirement,  all Nonstatutory Stock Options held by
such Employee, whether or not exercisable at such time, shall be exercisable for
one year following his termination of employment.

                                       5
<page>

8.       Incentive Stock Options

         8.1      Grant of Incentive Stock Options

     The  Committee,  from time to time,  may grant  Incentive  Stock Options to
Employees. Incentive Stock Options granted pursuant to the Plan shall be subject
to the following terms and conditions:

     (a) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Bank and the Employee  specifying the number of shares of
Common Stock that may be acquired through its exercise and containing such other
terms and conditions that are not inconsistent with the terms of this grant.

     (b) Price.  Subject to Section 14 of this Plan and Section 422 of the Code,
the purchase  price per share of Common Stock  deliverable  upon the exercise of
each Incentive Stock Option shall be not less than 100% of the Fair Market Value
of the Common Stock on the date the Incentive Stock Option is granted.  However,
if an Employee owns stock  possessing more than 10% of the total combined voting
power of all classes of Common Stock (or under  Section  424(d) of the Code,  is
deemed to own stock  representing  more  than 10% of the total  combined  voting
power of all  classes  of stock of the Bank or its  Affiliates  by reason of the
ownership of such classes of common stock directly or indirectly,  by or for any
brother, sister, spouse, ancestor or lineal descendant of such Employee or by or
for any  corporation,  partnership,  estate or trust of which such Employee is a
shareholder,  partner or  beneficiary),  the purchase  price per share of Common
Stock  deliverable upon the exercise of each Incentive Stock Option shall not be
less  than 110% of the Fair  Market  Value of the  Common  Stock on the date the
Incentive Stock Option is granted.  Shares may be purchased only upon payment of
the full purchase price.  Payment of the purchase price may be made, in whole or
in part,  through the  surrender of shares of the Common  Stock.  If  previously
acquired  shares of Common  Stock are  tendered in payment of all or part of the
exercise  price,  the value of such shares shall be determined as of the date of
exercise of the Incentive Stock Option.

     (c) Manner of Exercise.  Incentive  Stock  Options  granted under the Stock
Option Plan shall vest in a Participant  at the rate or rates  determined by the
Committee.  The vested Option may be exercised from time to time, in whole or in
part,  by  delivering  a written  notice of exercise to the  President  or Chief
Executive  Officer of the Bank,  provided,  however,  that no  Options  shall be
exercisable  prior to  approval  of the Plan by  stockholders.  Such  notice  is
irrevocable  and must be  accompanied  by full payment of the purchase  price in
cash or shares of  previously  acquired  Common Stock.  If  previously  acquired
shares of Common  Stock are  tendered in payment of all or part of the  exercise
price,  the Fair Market Value of such shares shall be  determined as of the date
of such exercise of the Incentive Stock Option.

     (d)  Amount of  Options.  Incentive  Stock  Options  may be  granted to any
Employee in such  amounts as  determined  by the  Committee;  provided  that the
amount  granted  is  consistent  with the  terms  of  Section  422 of the  Code.
Notwithstanding  the above,  the maximum number of shares that may be subject to
an  Incentive  Stock  Option  awarded  under the Plan to any  Employee  shall be
14,000.  In granting  Incentive Stock Options,  the Committee shall consider the
position and  responsibilities  of the Employee,  the length and value of his or
her service to the Bank, the Company, or the Affiliate, the compensation paid to
the Employee and the Committee's  evaluation of the performance of the Bank, the
Company,  or the Affiliate,  according to measurements  that may include,  among
others, key financial ratios, levels of classified assets, and independent audit
findings.  In the case of an Option  intended to qualify as an  Incentive  Stock
Option,  to the extent  required by Section 422 of the Code,  the aggregate Fair
Market  Value  (determined  as of the time the Option is  granted) of the Common
Stock with respect to which  Incentive Stock Options granted are exercisable for
the first time by the  Participant  during any calendar year (under all plans of
the   Participant's   employer   corporation   and  its  parent  and  subsidiary
corporations)  shall not exceed $100,000.  The provisions of this Section 8.1(d)
shall be construed and applied in accordance with Section 422(d) of the Code and
the regulations, if any, promulgated thereunder.

     (e) Term of Options.  The term during which each Incentive Stock Option may
be exercised  shall be  determined  by the  Committee,  but in no event shall an

                                       6
<page>

Incentive  Stock  Option be  exercisable  in whole or in part more than 10 years
from the Date of Grant.  If any Employee,  at the time an Incentive Stock Option
is granted to him,  owns Common  Stock  representing  more than 10% of the total
combined voting power of the Bank or its Affiliates (or, under Section 424(d) of
the Code, is deemed to own Common Stock  representing more than 10% of the total
combined  voting  power of all such  classes of Common  Stock,  by reason of the
ownership of such classes of Common Stock, directly or indirectly, by or for any
brother,  sister, spouse,  ancestor or lineal descendent of such Employee, or by
or for any corporation, partnership, estate or trust of which such Employee is a
shareholder,  partner or beneficiary), the Incentive Stock Option granted to him
or her shall not be exercisable after the expiration of five years from the Date
of Grant.  No Incentive  Stock  Option  granted  under the Plan is  transferable
except by will or the laws of descent and distribution and is exercisable during
his lifetime only by the Employee to which it is granted.

     The Committee shall determine the date on which each Incentive Stock Option
shall become  exercisable  and may provide that an Incentive  Stock Option shall
become  exercisable in installments.  The shares comprising each installment may
be  purchased  in whole or in part at any time  after such  installment  becomes
purchasable, provided that the amount able to be first exercised in a given year
is consistent  with the terms of Section 422 of the Code. The Committee,  in its
sole discretion,  may accelerate or extend the time at which any Incentive Stock
Option may be exercised in whole or in part; provided that it is consistent with
the terms of Section 422 of the Code. Notwithstanding the above, in the event of
a Change in Control,  all  Incentive  Stock  Options  shall  become  immediately
exercisable  unless the Fair Market Value of the amount  exercisable as a result
of a Change in  Control  shall  exceed  $100,000  (determined  as of the date of
grant). In such event, the first $100,000 of Incentive Stock Options (determined
as of the date of grant) shall be exercisable as Incentive Stock Options and any
excess shall be exercisable as Nonstatutory Stock Options.

     (f)  Termination  of  Employment.  Upon the  termination  of an  Employee's
employment for any reason other than Normal  Retirement,  Disability,  Change in
Control,  death,  or Termination  for Cause,  his or her Incentive Stock Options
shall be exercisable only as to those shares that were  immediately  purchasable
by him at the  date of  termination  and  only  for a  period  of  three  months
following  termination.  In the event of Termination for Cause, all rights under
his or her Incentive Stock Options shall expire upon termination.

     In the event of termination of an Employee's  employment due to a Change in
Control or Normal Retirement,  death or Disability,  all Incentive Stock Options
held by such  Employee,  whether  or not  exercisable  at such  time,  shall  be
exercisable  by  such  Employee  (or  in  the  event  of his  death,  his  legal
representative  or beneficiary) for one year following the date of his cessation
of employment;  provided,  however,  that to the extent  prohibited by law, such
Options  shall not be eligible for  treatment as Incentive  Stock Options in the
event such Options are exercised more than three months following the Employee's
cessation of employment. In no event shall the exercise period extend beyond the
expiration of the Incentive Stock Option term.

     (g)  Compliance  with Code.  The Options  granted  under this Section 8 are
intended to qualify as Incentive Stock Options within the meaning of Section 422
of the Code,  but the Bank  makes no  warranty  as to the  qualification  of any
Option as an  Incentive  Stock  Option  within the meaning of Section 422 of the
Code. If an Option granted  hereunder  fails for whatever  reason to comply with
the  provisions  of Section 422 of the Code and such failure is not or cannot be
cured, such Option shall be a Nonstatutory Stock Option.

9.       Limited Rights

         9.1      Grant of Limited Rights

     The Committee may grant a Limited  Right  simultaneously  with the grant of
any Option to any Employee with respect to all or some of the shares  covered by
such Option.  Limited Rights granted under the Plan are subject to the following
terms and conditions:

     (a) Terms of Rights.  In no event shall a Limited Right be  exercisable  in
whole or in part before the  expiration  of six months from the date of grant of
the  Limited  Right.  A Limited  Right may be  exercised  only in the event of a
Change in Control.

                                       7
<page>

     The  Limited  Right may be  exercised  only when the  underlying  Option is
eligible to be exercised,  provided that the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise  price of the related
Option.

     Upon  exercise of a Limited  Right,  the related  Option  shall cease to be
exercisable.  Upon exercise or  termination  of an Option,  any related  Limited
Rights shall  terminate.  The Limited Rights may be for no more than 100% of the
difference  between the  exercise  price and the Fair Market Value of the Common
Stock subject to the underlying  Option.  The Limited Right is transferable only
when the underlying Option is transferable and under the same conditions.

     (b) Payment.  Upon exercise of a Limited  Right,  the holder shall promptly
receive from the Bank an amount of cash equal to the difference between the Fair
Market  Value on the Date of Grant of the  related  Option  and the Fair  Market
Value of the  underlying  shares  on the date the  Limited  Right is  exercised,
multiplied  by the number of shares with respect to which such Limited  Right is
being exercised. In the event of a Change of Control in which pooling accounting
treatment  is a  condition  to the  transaction,  the  Limited  Right  shall  be
exercisable  solely for shares of stock of the Bank, or in the event of a merger
transaction,  for  shares  of  the  acquiring  corporation,  or its  parent,  as
applicable.  The number of shares to be received on the exercise of such Limited
Right shall be  determined  by dividing  the amount of cash that would have been
available under the first sentence above by the Fair Market Value at the time of
exercise of the shares underlying the Option subject to the Limited Right.

10.      Surrender of Option

     In the event of a Participant's termination of employment or termination of
service as a result of death or  Disability,  the  Participant  (or his personal
representative(s),  heir(s),  or  devisee(s))  may, in a form  acceptable to the
Committee, make application to surrender all or part of the Options held by such
Participant  in exchange  for a cash payment from the Bank of an amount equal to
the difference  between the Fair Market Value of the Common Stock on the date of
termination  of  employment  or service and the exercise  price per share of the
Option  on the Date of Grant.  Whether  the Bank  accepts  such  application  or
determines to make payment, in whole or part, is within its sole discretion,  it
being  expressly  understood  that  the  Bank  is  under  no  obligation  to any
Participant  to make such  payments.  In the event  that the Bank  accepts  such
application and determines to make payment, such payment shall be in lieu of the
exercise of the underlying Option and such Option shall cease to be exercisable.

11.      Rights of a Shareholder; Non-transferability

     A  Participant  shall have no rights as a  shareholder  with respect to any
shares covered by a Non-statutory  and/or  Incentive Stock Option until the date
of issuance of a stock  certificate  for such shares.  Nothing in the Plan or in
any Award  granted  confers on any person any right to continue in the employ of
the Bank or its  Affiliates  or to continue to perform  services for the Bank or
its  Affiliates  or  interferes  in any way  with  the  right of the Bank or its
Affiliates  to  terminate  his or her services as an Employee or Director at any
time.

     No Award under the Plan shall be transferable by the optionee other than by
will or the laws of descent and  distribution  and may only be exercised  during
his or her lifetime by the Participant, or by a guardian or legal representative
of the Participant.

12.      Agreement with Participants

     Each Award of Options and/or Limited Rights shall be evidenced by a written
agreement,  executed  by the  Participant  and the Bank or its  Affiliates  that
describes the conditions  for receiving the Awards  including the date of Award,
the  purchase  price  if any,  applicable  periods,  and  any  other  terms  and
conditions as may be required by the Board or applicable securities law.

13.      Designation of Beneficiary

     A Participant, with the consent of the Committee, may designate a person or
persons to receive, in the event of death, any Option or Limited Rights Award to

                                       8
<page>

which he or she would then be entitled. Such designation will be made upon forms
supplied  by and  delivered  to the Bank and may be  revoked  in  writing.  If a
Participant fails  effectively to designate a Beneficiary,  then his estate will
be deemed to be the Beneficiary.

14.      Dilution and Other Adjustments

     In the event of any  change in the  outstanding  shares of Common  Stock by
reason of any stock  dividend  or split,  recapitalization,  pro-rata  return of
capital to all shareholders,  merger, consolidation,  spin-off,  reorganization,
combination or exchange of shares,  or other similar  corporate change, or other
increase or decrease in such shares without receipt or payment of consideration,
the Committee  will make such  adjustments  to  previously  granted  Awards,  to
prevent dilution or enlargement of the rights of the Participant,  including any
or all of the following:

(a)  adjustments in the aggregate  number or kind of shares of Common Stock that
     may be awarded under the Plan; (b)  adjustments in the aggregate  number or
     kind of shares of Common  Stock  covered by Awards  already  made under the
     Plan; or

(c)  subject to Section 8.1(b), adjustments in the purchase price of outstanding
     Incentive and/or Nonstatutory Stock Options, or any Limited Rights attached
     to such options.

     No such adjustments,  however,  may change materially the value of benefits
available to a Participant under a previously  granted Award. No such adjustment
shall be made if it would be considered a modification  of the Option within the
meaning of Section 424 of the Code.

15.      Limitations upon Exercise of Options

     Notwithstanding  any other  provision  of the Plan,  so long as the Company
remains in the mutual form of organization and so long as any applicable statute
or regulation requires the Company to own at least a majority of the outstanding
shares of Common Stock, an Option granted under the Plan may not be exercised if
the exercise of such an Option  would  result in the Company  owning less than a
majority  of the Common  Stock.  Nothing  herein  shall  preclude  the Bank from
issuing additional authorized but unissued shares of Common Stock to the Company
to allow for the exercise of options that would  otherwise  have resulted in the
Company owning less than a majority of the Common Stock.

16.      Treatment of Options in the Event of a Conversion Transaction

     In the  event  that the  Company  converts  to stock  form in a  Conversion
Transaction,  any Options outstanding shall, at the option of the holder, (i) be
convertible into Options for common stock of the Stock Holding Company,  or (ii)
if  vested,  be  exercised  by the  holder  prior to the  effective  date of the
Conversion Transaction and the holder shall be entitled to exchange, in the same
manner as other  minority  stockholders  of the Bank, the shares of Common Stock
received  upon such  exercise  for shares of common  stock of the Stock  Holding
Company.  If for any reason such  options are not to be converted or such shares
are not  exchanged,  the holders of Options  under the Plan shall  receive  cash
payment for the shares of Common Stock  represented  by the Options in an amount
equal to the Fair Market Value of the underlying Options or the initial offering
price of the  common  stock of the Stock  Holding  Company  for which the Common
Stock  underlying  the Option would  otherwise be  exchanged,  less the original
exercise  price of such  Options  and,  with  respect to Options  that have been
exercised,  the Stock  Holding  Company shall redeem such shares for cash in the
same manner as such  redemption  would occur for other minority  stockholders of
the Bank. Any exchange,  conversion of Options, or cash payment for shares shall
be subject to  applicable  federal  and state  regulations  and,  if  necessary,
subject to the approval of the appropriate regulatory authorities.

17.      Withholding

     There may be deducted  from each  distribution  of cash and/or Common Stock
under the Plan the amount of tax  required by any  governmental  authority to be
withheld.

                                       9
<page>

18.      Amendment of the Plan

     The Board may at any time, and from time to time,  modify or amend the Plan
in any respect; provided,  however, that if necessary to continue to qualify the
Plan under the Securities and Exchange  Commission Rule 16b-3, the approval by a
majority of the shares of Common Stock  represented  in person or by proxy at an
annual  or  special  meeting  of  the  Bank  shall  be  required  for  any  such
modification or amendment that:

(a)  increases  the  maximum  number of shares for which  Options may be granted
     under the Plan (subject, however, to the provisions of Section 14);

(b)  reduces  the  exercise  price  at which  Awards  may be  granted  (subject,
     however, to the provisions of Sections 7, 8, and 14;

(c)  extends the period during which Options may be granted or exercised  beyond
     the times originally  prescribed  (subject,  however,  to the provisions of
     Sections 7 and 8; or

(d)  changes the persons eligible to participate in the Plan.

     Failure to ratify or approve amendments or modifications to subsections (a)
through (d) of this Section 18 by shareholders shall be effective only as to the
specific   amendment  or  modification   requiring  such   ratification.   Other
provisions,  sections, and subsections of the Plan will remain in full force and
effect.

     No such  termination,  modification or amendment may affect the rights of a
Participant under an outstanding Award.

19.      Approval by Stockholders

     The Plan shall be approved by stockholders of the Bank. No Options shall be
granted pursuant to the Plan prior to such stockholder approval.

20.      Effective Date of Plan

     The  Plan  shall  become  effective  upon the date  adopted  by the  Board,
following the approval of stockholders.

21.      Termination of the Plan

     The right to grant Awards under the Plan will terminate upon the earlier of
ten (10) years  after the  Effective  Date or the date on which the  exercise of
Options or related rights  equaling the maximum number of shares  reserved under
the Plan occurs as set forth in Section 5. The Board has the right to suspend or
terminate the Plan at any time;  provided that no such action will,  without the
consent of a Participant, affect adversely his rights under a previously granted
Award.

22.      Applicable Law

     The Plan will be  administered  in accordance with federal law and the laws
of the State of Illinois.


Adopted April 23, 1996


                                       10
<PAGE>



ATTEST:                                        JACKSONVILLE SAVINGS BANK



/s/ Roger McKinney                        By: /s/ Andrew F. Applebee
-----------------------                   -------------------------------------
Corporate Secretary                            Chief Executive Officer




                                              JACKSONVILLE BANCORP, M.H.C.



/s/ Roger McKinney                        By: /s/ Andrew F. Applebee
-----------------------                   -------------------------------------
Corporate Secretary                            Chief Executive Officer
April 23, 1996
Date Approved by Stockholders



<PAGE>



                                  Exhibit 10.2

<PAGE>


                            JACKSONVILLE SAVINGS BANK
                             2001 STOCK OPTION PLAN

1.       Purpose

     The purpose of the 2001 Stock  Option  Plan (the  "Plan") is to advance the
interests of Jacksonville  Savings Bank (the "Company") and its  stockholders by
providing  Employees  and Outside  Directors of the Company and its  Affiliates,
upon whose  judgment,  initiative  and  efforts  the  successful  conduct of the
business of the Company and its Affiliates  largely depends,  with an additional
incentive  to  perform  in a  superior  manner as well as to  attract  people of
experience and ability.

2.       Definitions

     "Affiliate" means any "parent  corporation" or "subsidiary  corporation" of
the  Company,   as  such  terms  are  defined  in  Section   424(e)  or  424(f),
respectively,  of the Code, or a successor to a parent corporation or subsidiary
corporation.

     "Award" means an Award of  Non-Statutory  Stock  Options,  Incentive  Stock
Options,  Limited  Rights,  Reload Options  and/or  Dividend  Equivalent  Rights
granted under the provisions of the Plan.

     "Beneficiary"  means the person or persons  designated by a Participant  to
receive any benefits  payable under the Plan in the event of such  Participant's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary  shall be the  Participant's  surviving spouse, if
any, or if none, his estate.

     "Board"  or  "Board of  Directors"  means  the  board of  directors  of the
Company, unless otherwise noted herein.

     "Cause"  means  personal  dishonesty,  willful  misconduct,  any  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  or the willful  violation of any law,  rule or  regulation  (other than
traffic violations or similar offenses) or a final  cease-and-desist  order, any
of which results in a material loss to the Company or an Affiliate.

         "Change in Control" means:

     (1)(i) a reorganization,  merger, merger conversion,  consolidation or sale
of all  or  substantially  all  of  the  assets  of  the  Company  or a  similar
transaction in which the Company is not the resulting  entity;  (ii) individuals
who  constitute the Board of Directors of the Company as of the date hereof (the
"Incumbent  Board"),  cease for any  reason to  constitute  at least a  majority
thereof,  provided  that any person  becoming a director  subsequent to the date
hereof whose  election was approved by a vote of at least  three-fourths  of the
directors  composing the Incumbent Board or whose nomination for election by the
Company's  stockholders or members was approved by the same nominating committee
serving  under  an  Incumbent  Board  shall  be for  purposes  of  this  section
considered  as  though  he were a member  of the  Incumbent  Board;  or (iii) an
acquisition  of "control" of the Company as defined by the Home Owners Loan Act,
as amended,  and applicable rules and regulations  promulgated  thereunder as in
effect at the time of the Change in Control (collectively,  the "HOLA"), (iv) an
acquisition  of control of the Company or more than 25% of the  Company's  stock
requiring submission of an application or notice under the HOLA, or (v) a mutual
to stock conversion of the Mutual Holding Company.

     (2) In the event the Mutual Holding  Company  converts from the mutual form
of organization to the stock form of organization  (the "Stock Holding Company")
in a second step conversion at any time subsequent to the initial effective date
of this  Plan,  a  "Change  in  Control"  shall  occur on the date the  board of
directors of the Mutual Holding  Company adopts the plan of conversion  relating
to such transaction. For persons who begin service after such date, a "Change in
Control"  shall  mean a change in control  of the  Company or the Stock  Holding
Company of a nature  that:  (i) would be  required to be reported in response to

1
<page>

Item 1a of the  current  report  on Form 8-K,  as in effect on the date  hereof,
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Exchange  Act");  or (ii)  results in a change in control of the Company or the
Stock  Holding  Company  within  the  meaning  of the  HOLA;  or  (iii)  without
limitation,  such a change in control  shall be deemed to have  occurred at such
time as (a) any "person" (as such term is used in Section 13(d) and 14(d) of the
Exchange  Act) is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company or
the Stock  Holding  Company  representing  25% or more of the Company's or Stock
Holding Company's outstanding  securities ordinarily having the right to vote at
the election of directors,  except for any  securities of the Company  issued to
the Stock  Holding  Company  in  connection  with the  Reorganization  and Stock
Offering  pursuant to the Stock Holding  Company's  Plan of  Reorganization  and
Stock  Issuance and  securities  purchased by the Company's or the Stock Holding
Company's  employee stock benefit plans;  or  (b)individuals  who constitute the
board of  directors of the Company or the Stock  Holding  Company of the date on
the second step conversion  (also referred to as the "Incumbent  Board"),  cease
for any reason to  constitute  at least a majority  thereof,  provided  that any
person becoming a director  subsequent to the date of the second step conversion
whose election was approved by a vote of at least three-fourths of the directors
composing the Incumbent Board or whose  nomination for election by the Company's
or Stock  Holding  Company's  stockholders  or members was  approved by the same
nominating  committee  serving under an Incumbent Board shall be for purposes of
this section  considered as though he were a member of the Incumbent  Board;  or
(c) a reorganization, merger, consolidation, sale of all or substantially all of
the assets of the Company or the Stock Holding  Company or similar  transaction;
(d) a proxy statement is distributed that solicits proxies from  stockholders of
the Stock Holding Company,  by someone other than the current  management of the
Stock Holding Company, seeking stockholder approval of a plan of reorganization,
merger or  consolidation  of the Company or the Stock Holding Company or similar
transaction  with one or more  corporations as a result of which the outstanding
shares of the class of securities then subject to such plan are exchanged for or
converted  into cash or property or securities  not issued by the Company or the
Stock  Holding  Company;  or (e) a tender offer is made pursuant to which 25% or
more of the  outstanding  securities of the Company of the Stock Holding Company
are acquired.

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

     "Committee" means the Stock Benefits Committee  consisting of either (i) at
least two Non-Employee Directors of the Company, or (ii) the entire Board of the
Company.

     "Common  Stock" means shares of the common stock of the Company,  par value
$1.00 per share.

     "Company" means Jacksonville Savings Bank or a successor corporation.

     "Continuous  Service" means  employment as an Employee and/or service as an
Outside  Director  without any  interruption  or termination of such  employment
and/or service. Continuous Service shall also mean a continuation as a member of
the Board of Directors  following a cessation of employment  as an Employee.  In
the case of an Employee,  employment shall not be considered  interrupted in the
case of sick leave,  military leave or any other approved leave of absence or in
the case of transfers between payroll locations of the Company, its subsidiaries
or its successor.

     "Date of Grant"  means the actual  date on which an Award is granted by the
Committee.

     "Director" means a member of the Board.

     "Disability" means the permanent and total inability by reason of mental or
physical  infirmity,  or both,  of an employee  to perform the work  customarily
assigned  to him,  or of a  Director  or  Outside  Director  to  serve  as such.
Additionally,  in the case of an employee, a medical doctor selected or approved
by the Board  must  advise  the  Committee  that it is either  not  possible  to
determine when such Disability  will terminate or that it appears  probable that
such  Disability  will be  permanent  during the  remainder  of said  employee's
lifetime.

     "Dividend  Equivalent  Rights" means the right to receive an amount of cash
based upon the terms set forth in Section 11 hereof.

                                       2
<page>

     "Effective  Date" means the date of, or a date  determined  by the Board of
Directors following, approval of the Plan by the Company's stockholders.

     "Employee" means any person who is currently  employed by the Company or an
Affiliate who is chosen by the Committee to participate in the Plan.

     "Fair Market Value" means, when used in connection with the Common Stock on
a certain  date,  the reported  closing price of the Common Stock as reported by
the Nasdaq  stock  market on the day prior to such date,  or if the Common Stock
was not traded on the day prior to such date, on the next preceding day on which
the Common Stock was traded; provided,  however, that if the Common Stock is not
reported on the Nasdaq  stock  market,  Fair Market Value shall mean the average
sale  price of all  shares  of  Common  Stock  sold  during  the  30-day  period
immediately preceding the date on which such stock option was granted, and if no
shares of stock have been sold within such 30-day period, the average sale price
of the  last  three  sales  of  Common  Stock  sold  during  the  90-day  period
immediately  preceding  the date on which such stock option was granted.  In the
event Fair Market Value cannot be determined in the manner described above, then
Fair  Market  Value shall be  determined  by the  Committee.  The  Committee  is
authorized, but is not required, to obtain an independent appraisal to determine
the Fair Market Value of the Common Stock.

     "Incentive  Stock  Option"  means an Option  granted by the Committee to an
Employee,  which Option is designated as an Incentive  Stock Option  pursuant to
Section 8.

     "Limited Right" means the right to receive an amount of cash based upon the
terms set forth in Section 9.

     "Mutual Holding Company" means Jacksonville Bancorp, M.H.C.

     "Non-Statutory  Stock Option"  means an Option  granted by the Committee to
(i) an Outside Director or (ii) any other  Participant and such Option is either
(A) not designated by the Committee as an Incentive  Stock Option,  or (B) fails
to satisfy the requirements of an Incentive Stock Option as set forth in Section
422 of the Code and the regulations thereunder.

     "Non-Employee Director" means, for purposes of the Plan, a Director who (a)
is  not  employed  by  the  Company  or  an  Affiliate;  (b)  does  not  receive
compensation  directly or indirectly as a consultant  (or in any other  capacity
than as a Director)  greater  than  $60,000;  (c) does not have an interest in a
transaction  requiring disclosure under Item 404(a) of Regulation S-K; or (d) is
not engaged in a business  relationship  for which  disclosure would be required
pursuant to Item 404(b) of Regulation S-K.

     "Normal Retirement" means retirement from employment or service on or after
any of the  following:  (i) the  attainment  of age 65 by an Employee or Outside
Director,  (ii)  the  attainment  of age 55 and the  completion  of 15  years of
employment  or  service  as an  Employee  or  Outside  Director;  or  (iii)  the
completion  of 25 years of  employment  or  service  as an  Employee  or Outside
Director.

     "Outside  Director"  means a Director of the Company or an Affiliate who is
not an employee of the Company or an Affiliate.

     "Option" means an Award granted under Section 7 or Section 8.

     "Participant"  means an Employee or Outside  Director of the Company or its
Affiliates who receives or has received an award under the Plan.

     "Reload  Option" mean a number of options to acquire shares of Common Stock
equivalent  to the  number of  shares  (i) used by a  Participant  to pay for an
Option,  or (ii) deducted from any  distribution  in order to satisfy income tax
required to be withheld, based upon the terms set forth in Section 18.

     "Right" means a Limited Right or a Dividend Equivalent Right.

                                       3
<page>

     "Termination  for Cause" means the termination of employment or termination
of service on the Board caused by the individual's personal dishonesty,  willful
misconduct,  any breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties,  or the willful  violation of any law, rule or
regulation  (other than  traffic  violations  or similar  offenses),  or a final
cease-and-desist  order, any of which results in material loss to the Company or
one of its Affiliates.

3.       Plan Administration Restrictions

     The  Plan  shall  be  administered  by  the  Committee.  The  Committee  is
authorized,  subject to the  provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper  administration of the Plan and
to make whatever  determinations and interpretations in connection with the Plan
it deems necessary or advisable.  All determinations and interpretations made by
the Committee  shall be binding and conclusive on all  Participants  in the Plan
and on their legal representatives and beneficiaries. All transactions involving
a grant, award or other acquisition from the Company shall:

(a)  be approved by the Company's full Board or by the Committee; or

(b)  be approved,  or ratified,  in  compliance  with Section 14 of the Exchange
     Act, by either:  the  affirmative  vote of the holders of a majority of the
     securities  present,  or represented and entitled to vote at a meeting duly
     held in  accordance  with the laws of the  state in which  the  Company  is
     incorporated;  or the  written  consent of the holders of a majority of the
     securities of the issuer  entitled to vote provided that such  ratification
     occurs no later than the date of the next annual  meeting of  shareholders;
     or

(c)  result in the acquisition of an Option or Limited Right that is held by the
     Participant  for a  period  of  six  months  following  the  date  of  such
     acquisition.

4.       Types of Awards

     Awards  under the Plan may be granted in any one or a  combination  of: (a)
Incentive Stock Options;  (b) Non-Statutory  Stock Options;  (c) Limited Rights;
(d) Reload Options; and (e) Dividend Equivalent Rights.

5.       Stock Subject to the Plan

     Subject to  adjustment  as provided  in Section  17, the maximum  number of
shares reserved for issuance under the Plan is 87,100 shares. To the extent that
Options or Rights granted under the Plan are exercised,  the shares covered will
be  unavailable  for future  grants  under the Plan;  to the extent that Options
together with any related Rights granted under the Plan terminate, expire or are
forfeited  without  having  been  exercised  or, in the case of  Limited  Rights
exercised for cash, new Awards may be made with respect to these shares.

6.       Eligibility

     Employees  of the Company and its  Affiliates  shall be eligible to receive
Incentive Stock Options,  Non-Statutory  Stock Options,  Limited Rights,  Reload
Options,  and/or Dividend  Equivalent  Rights under the Plan.  Outside Directors
shall be eligible to receive Non-Statutory Stock Options, Reload Options, and/or
Dividend Equivalent Rights under the Plan.

7.       Non-Statutory Stock Options

     The Committee may, from time to time, grant  Non-Statutory Stock Options to
eligible  Employees and Outside Directors.  Non-Statutory  Stock Options granted
under the Plan,  including  Non-Statutory  Stock Options granted in exchange for
and upon surrender of previously  granted  Awards,  are subject to the terms and
conditions  set forth in this Section 7. The maximum number of shares subject to
a Non-Statutory  Option that may be awarded under the Plan to any Employee shall
be 20,000.

                                       4
<page>

     (a) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between  the  Company and the  Participant  specifying  the number of
shares of Common Stock that may be acquired  through its exercise and containing
such other terms and conditions that are not inconsistent  with the terms of the
Plan.

     (b) Price.  The purchase price per share of Common Stock  deliverable  upon
the exercise of each  Non-Statutory  Stock Option shall be the Fair Market Value
of the Common Stock of the Company on the Date of Grant. Shares may be purchased
only upon full payment of the purchase price.  Payment of the purchase price may
be made,  in whole or in part,  through  the  surrender  of shares of the Common
Stock of the Company at the Fair Market Value of such shares  determined  in the
manner described in Section 2.

     (c) Vesting.  Unless the Committee shall specifically state to the contrary
at the  time an  Award  is  granted,  Non-Statutory  Stock  Options  awarded  to
Employees and Outside  Directors  shall vest at the rate of 20% of the initially
awarded amount per year, commencing with the vesting of the first installment on
the Date of Grant,  and succeeding  installments on each anniversary of the Date
of Grant. No Options shall become vested by a Participant unless the Participant
maintains  Continuous  Service until the vesting date of such Option,  except as
set forth herein. Notwithstanding any other provision of this Plan, in the event
of a Change in Control of the Company, all Non-Statutory Stock Options that have
been awarded shall immediately vest.

     (d)  Exercise of Options.  A vested  Option may be  exercised  from time to
time,  in whole or in part,  by  delivering a written  notice of exercise to the
President or Chief  Executive  Officer of the  Company,  or his  designee.  Such
notice  shall be  irrevocable  and must be  accompanied  by full  payment of the
purchase  price in cash or shares of Common  Stock at the Fair  Market  Value of
such shares,  determined on the exercise date in the manner described in Section
2 hereof. If previously  acquired shares of Common Stock are tendered in payment
of all or part  of the  exercise  price,  the  value  of such  shares  shall  be
determined as of the date of such exercise.

     (e) Amount of Awards.  Non-Statutory  Stock  Options  may be granted to any
Employee or Outside  Director in such amounts as  determined  by the  Committee,
subject to the requirements of Section 7 above. In granting  Non-Statutory Stock
Options,  the Committee shall consider such factors as it deems relevant,  which
factors may  include,  among  others,  the position  and  responsibility  of the
Employee or Outside Director, the length and value of his service to the Company
or the Affiliate, the compensation paid to the Employee or Outside Director, and
the  Committee's  evaluation of the performance of the Company or the Affiliate,
according to measurements that may include,  among others, key financial ratios,
level of classified assets and independent audit findings.

     (f) Term of Options.  Unless the Committee determines  otherwise,  the term
during which  Non-Statutory  Stock Options  granted to Outside  Directors may be
exercised  shall not exceed ten years and one day from the Date of Grant.  In no
event shall a Non-Statutory Stock Option be exercisable in whole or in part more
than ten years and one day from the Date of Grant.  The  Committee  may,  in its
sole discretion, accelerate the time during which any Non-Statutory Stock Option
vests in whole or in part to the Employees and/or Outside Directors.

     (g)  Termination  of  Employment  or Service.  Upon the  termination  of an
Employee's  employment or upon termination of an Outside  Director's service for
any reason other than, Normal Retirement,  death, Disability,  Change in Control
or Termination for Cause, the Participant's Non-Statutory Stock Options shall be
exercisable  only as to those shares that were  immediately  purchasable  on the
date of termination and only for one year following termination. In the event of
Termination  for Cause,  all rights under a  Participant's  Non-Statutory  Stock
Options  shall  expire  upon  termination.  In the  event  of the  Participant's
termination  of  employment  or  service  due to  Normal  Retirement,  death  or
Disability,   or   coincident   with  or  following  a  Change  in  Control  all
Non-Statutory  Stock Options held by the  Participant,  whether or not vested at
such time,  shall vest and become  exercisable  by the  Participant or his legal
representative  or  beneficiaries  for  five  years  following  the date of such
termination,  death or cessation of employment  or service,  provided that in no
event shall the period extend beyond the expiration of the  Non-Statutory  Stock
Option term.

                                       5
<page>

     (h)   Transferability.   In  the  discretion  of  the  Board,  all  or  any
Non-Statutory  Stock  Option  granted  hereunder  may  be  transferable  by  the
Participant  once the Option has vested in the Participant,  provided,  however,
that the Board may limit the  transferability  of such  Option or  Options  to a
designated class or classes of persons.

8.       Incentive Stock Options

     The Committee  may,  from time to time,  grant  Incentive  Stock Options to
Employees. Incentive Stock Options granted pursuant to the Plan shall be subject
to the following terms and conditions:

     (a) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Company and the Employee  specifying the number of shares
of Common Stock that may be acquired  through its exercise and  containing  such
other terms and conditions that are not inconsistent with the terms of the Plan.

     (b) Price.  Subject to Section 17 of the Plan and  Section 422 of the Code,
the purchase  price per share of Common Stock  deliverable  upon the exercise of
each Incentive Stock Option shall be not less than 100% of the Fair Market Value
of the Company's Common Stock on the date the Incentive Stock Option is granted.
However,  if an  Employee  owns  stock  possessing  more  than 10% of the  total
combined  voting power of all classes of stock of the Company or its  Affiliates
(or under Section  424(d) of the Code is deemed to own stock  representing  more
than 10% of the  total  combined  voting  power of all  classes  of stock of the
Company or its  Affiliates  by reason of the ownership of such classes of stock,
directly or  indirectly,  by or for any  brother,  sister,  spouse,  ancestor or
lineal descendent of such Employee,  or by or for any corporation,  partnership,
estate  or  trust  of  which  such  Employee  is  a   shareholder,   partner  or
Beneficiary),  the purchase price per share of Common Stock deliverable upon the
exercise of each Incentive  Stock Option shall not be less than 110% of the Fair
Market  Value of the  Company's  Common  Stock on the date the  Incentive  Stock
Option  is  granted.  Shares  may be  purchased  only upon  payment  of the full
purchase price.  Payment of the purchase price may be made, in whole or in part,
through the  surrender  of shares of the Common Stock of the Company at the Fair
Market Value of such shares,  determined  on the  exercise  date,  in the manner
described in Section 2.

     (c) Vesting. Incentive Stock Options granted under the Plan shall vest in a
Participant  at the  rate or  rates  determined  by the  Committee.  Unless  the
Committee  shall  specifically  state  to the  contrary  at the time an Award is
granted,  Incentive Stock Options awarded to Employees shall vest at the rate of
20% of the initially  awarded amount per year commencing with the vesting of the
first  installment  on the Date of Grant,  and succeeding  installments  on each
anniversary of the Date of Grant.  Notwithstanding  any other provisions of this
plan, in the event of a Change in Control of the Company,  all  Incentive  Stock
Options that have been awarded shall immediately vest.

     (d) Exercise of Options. Vested Options may be exercised from time to time,
in whole or in part, by delivering a written  notice of exercise to the Chairman
or President of the Company,  or his designee.  Such notice is  irrevocable  and
must be  accompanied  by full payment of the exercise price in cash or shares of
Common Stock at the Fair Market Value of such shares  determined on the exercise
date by the manner described in Section 2.

     The Options  comprising  each  installment  may be exercised in whole or in
part at any time after such installment becomes vested, provided that the amount
able to be first  exercised  in a given  year is  consistent  with the  terms of
Section 422 of the Code. To the extent  required by Section 422 of the Code, the
aggregate  Fair Market Value  (determined  at the time the Option is granted) of
the Common Stock for which Incentive Stock Options are exercisable for the first
time by a  Participant  during any calendar year (under all plans of the Company
and its Affiliates) shall not exceed $100,000.

     The Committee may, in its sole discretion, accelerate the time at which any
Incentive Stock Option may be exercised in whole or in part, provided that it is
consistent with the terms of Section 422 of the Code. Notwithstanding the above,
in the event of a Change in Control of the Company,  all Incentive Stock Options
that have been awarded shall become immediately exercisable,  provided, however,
that if the aggregate  Fair Market Value  (determined  at the time the Option is
granted)  of Common  Stock for which  Options are  exercisable  as a result of a
Change in Control,  together with the aggregate Fair Market Value (determined at
the time the Option is granted) of all other  Common  Stock for which  Incentive
Stock Options become exercisable  during such year,  exceeds $100,000,  then the
first $100,000 of Incentive  Stock Options  (determined as of the Date of Grant)
shall  be  exercisable  as  Incentive  Stock  Options  and any  excess  shall be
exercisable  as  Non-Statutory  Stock  Options (but shall remain  subject to the
provisions of this Section 8 to the extent permitted).

                                       6

<page>

     (e)  Amounts  of  Awards.  Incentive  Stock  Options  may be granted to any
eligible Employee in such amounts as determined by the Committee;  provided that
the amount  granted  is  consistent  with the terms of Section  422 of the Code.
Notwithstanding  the above,  the maximum number of shares that may be subject to
an  Incentive  Stock  Option  awarded  under the Plan to any  Employee  shall be
20,000. In granting  Incentive Stock Options,  the Committee shall consider such
factors as it deems  relevant,  which  factors may include,  among  others,  the
position and  responsibilities  of the Employee,  the length and value of his or
her service to the  Company,  or the  Affiliate,  the  compensation  paid to the
Employee and the Committee's  evaluation of the  performance of the Company,  or
the Affiliate,  according to measurements  that may include,  among others,  key
financial ratios,  levels of classified  assets, and independent audit findings.
The provisions of this Section 8(e) shall be construed and applied in accordance
with  Section  422(d)  of the  Code  and the  regulations,  if any,  promulgated
thereunder.

     (f) Terms of Options. The term during which each Incentive Stock Option may
be exercised  shall be determined by the  Committee,  provided,  however,  in no
event shall an Incentive  Stock Option be  exercisable  in whole or in part more
than 10 years from the Date of Grant. If any Employee,  at the time an Incentive
Stock  Option is granted to him,  owns stock  representing  more than 10% of the
total  combined  voting  power of all  classes  of stock of the  Company  or its
Affiliate  (or,  under  Section  424(d)  of the  Code,  is  deemed  to own stock
representing  more than 10% of the total combined voting power of all classes of
stock,  by  reason of the  ownership  of such  classes  of  stock,  directly  or
indirectly, by or for any brother, sister, spouse, ancestor or lineal descendent
of such Employee, or by or for any corporation,  partnership, estate or trust of
which such Employee is a  shareholder,  partner or  Beneficiary),  the Incentive
Stock Option  granted to him shall not be  exercisable  after the  expiration of
five years from the Date of Grant.

     (g)  Termination  of  Employment.  Upon the  termination  of an  Employee's
service for any reason other than Normal Retirement, death, Disability, a Change
in Control,  or Termination  for Cause,  the Employee's  Incentive Stock Options
shall be exercisable only as to those shares that were  immediately  purchasable
by such Employee at the date of  termination  for a period of one year following
termination,  provided,  however,  that such Option  shall not be  eligible  for
treatment  as an  Incentive  Stock  Option in the event such Option is exercised
more than three months following termination.  Upon termination of an Employee's
employment  due to Normal  Retirement,  death,  Disability,  or coincident to or
following  a  Change  in  Control,  all  Incentive  Stock  Options  held by such
Employee,  whether or not  exercisable at such time,  shall be exercisable for a
period of five years following the date of his cessation of employment,  subject
to the limitations set forth in the second  paragraph of this subsection (g). In
the event of Termination  for Cause all rights under the Incentive Stock Options
shall expire upon termination.

     An Option shall not be eligible for treatment as an Incentive  Stock Option
in the event such Option is exercised more than three months  following the date
of a Participant's  Normal  Retirement or termination of employment  following a
Change in Control.  No Option  shall be eligible  for  treatment as an Incentive
Stock Option in the event such Option is exercised  more than one year following
termination of employment due to Disability.  In order to obtain Incentive Stock
Option treatment for Options exercised by heirs or devisees of an Optionee,  the
Optionee's  death must have  occurred  while  employed or within three months of
termination of employment.  In no event shall the exercise  period extend beyond
the expiration of the Incentive Stock Option term.

     (h)  Transferability.  No Incentive  Stock Option granted under the Plan is
transferable  except  by will or the laws of  descent  and  distribution  and is
exercisable during his lifetime only by the Employee to which it is granted.

     (i)  Compliance  with Code.  The options  granted  under this Section 8 are
intended to qualify as Incentive Stock Options within the meaning of Section 422
of the Code,  but the Company makes no warranty as to the  qualification  of any
Option as an  Incentive  Stock  Option  within the meaning of Section 422 of the
Code. If an Option granted  hereunder  fails for whatever  reason to comply with
the  provisions of Section 422 of the Code, and such failure is not or cannot be
cured, such Option shall be a Non-Statutory Stock Option.

                                       7
<page>

9.       Limited Rights

     The Committee may grant a Limited  Right  simultaneously  with the grant of
any Option to any  Employee of the  Company,  with respect to all or some of the
shares covered by such Option. Limited Rights granted under the Plan are subject
to the following terms and conditions:

     (a) Terms of Rights.  In no event shall a Limited Right be  exercisable  in
whole or in part before the  expiration  of six months from the date of grant of
the  Limited  Right.  A Limited  Right may be  exercised  only in the event of a
Change in Control.

     The  Limited  Right may be  exercised  only when the  underlying  Option is
eligible to be exercised,  provided that the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise  price of the related
Option.

     Upon  exercise of a Limited  Right,  the related  Option  shall cease to be
exercisable.  Upon exercise or  termination  of an Option,  any related  Limited
Rights shall  terminate.  The Limited Rights may be for no more than 100% of the
difference  between the  exercise  price and the Fair Market Value of the Common
Stock subject to the underlying  Option.  The Limited Right is transferable only
when the underlying Option is transferable and under the same conditions.

     (b) Payment.  Upon exercise of a Limited  Right,  the holder shall promptly
receive from the Company an amount of cash equal to the  difference  between the
Fair Market Value on the Date of Grant of the related Option and the Fair Market
Value of the  underlying  shares  on the date the  Limited  Right is  exercised,
multiplied  by the number of shares with respect to which such Limited  Right is
being  exercised.  In the  event of a Change  in  Control  in which  pooling  of
interests  accounting  treatment is a condition to the transaction,  the Limited
Right shall be exercisable solely for shares of stock of the Company,  or in the
event of a merger  transaction,  for shares of the acquiring  corporation or its
parent,  as  applicable.  The number of shares to be received on the exercise of
such Limited Right shall be determined by dividing the amount of cash that would
have been  available  under the first sentence above by the Fair Market Value at
the time of exercise of the shares  underlying the Option subject to the Limited
Right.

10.      Reload Option

     Simultaneously with the grant of any Option to a Participant, the Committee
may grant a Reload  Option with respect to all or some of the shares  covered by
such Option.  A Reload Option may be granted to a Participant  who satisfies all
or part of the  exercise  price of the Option  with  shares of Common  Stock (as
described in Section  13(c) below).  The Reload Option  represents an additional
Option to acquire  the same  number of shares of Common  Stock as is used by the
Participant to pay for the original  Option.  Reload Options may also be granted
to replace Common Stock  withheld by the Company for payment of a  Participant's
withholding  tax under Section 19. A Reload Option is subject to all of the same
terms and  conditions as the original  Option,  including  the remaining  Option
exercise term,  except that (i) the exercise price of the shares of Common Stock
subject to the Reload Option will be determined at the time the original  Option
is exercised and (ii) such Reload  Option will conform to all  provisions of the
Plan at the time the original Option is exercised.

11.      Dividend Equivalent Rights

     Simultaneously with the grant of any Option to a Participant, the Committee
may grant a Dividend  Equivalent Right with respect to all or some of the shares
covered by such Option.  Dividend  Equivalent Rights granted under this Plan are
subject to the following terms and conditions:

     (a) Terms of Rights. The Dividend Equivalent Right provides the Participant
with a cash benefit per share for each share underlying the unexercised  portion
of the related  Option  equal to the amount of any  extraordinary  dividend  (as
defined in Section 11(c)) per share of Common Stock declared by the Company. The
terms and conditions of any Dividend  Equivalent Right shall be evidenced in the

                                       8

<page>

Option  agreement  entered into with the Participant and shall be subject to the
terms and conditions of the Plan. The Dividend  Equivalent Right is transferable
only when the related Option is transferable and under the same conditions.

     (b) Payment. Upon the payment of an extraordinary dividend, the Participant
holding a Dividend  Equivalent Right with respect to Options or portions thereof
which have vested  shall  promptly  receive  from the Company the amount of cash
equal to the amount of the  extraordinary  dividend  per share of Common  Stock,
multiplied by the number of shares of Common Stock  underlying  the  unexercised
portion of the related Option. With respect to Options or portions thereof which
have not  vested,  the  amount  that would have been  received  pursuant  to the
Dividend  Equivalent  Right with respect to the shares  underlying such unvested
Option or portion thereof shall be paid to the Participant holding such Dividend
Equivalent Right together with earnings  thereon,  on such date as the Option or
portion thereof becomes vested. Payments shall be decreased by the amount of any
applicable tax withholding prior to distribution to the Participant as set forth
in Section 19.

     (c)   Extraordinary   Dividend.   For  purposes  of  this  Section  11,  an
extraordinary  dividend is any dividend paid on shares of Common Stock where the
rate of the dividend  exceeds the  Company's  weighted  average cost of funds on
interest-bearing liabilities for the current and preceding three quarters.

12.      Surrender of Option

     In the event of a Participant's termination of employment or termination of
service  as a result  of death or  Disability,  the  Participant  (or his or her
personal representative(s), heir(s), or devisee(s)) may, in a form acceptable to
the Committee  make  application to surrender all or part of the Options held by
such  Participant  in exchange  for a cash payment from the Company of an amount
equal to the difference between the Fair Market Value of the Common Stock on the
date of  termination  of employment or the date of termination of service on the
Board and the  exercise  price  per share of the  Option.  Whether  the  Company
accepts such  application  or determines  to make payment,  in whole or part, is
within its absolute and sole discretion,  it being expressly understood that the
Company  is under no  obligation  to any  Participant  whatsoever  to make  such
payments.  In the event that the Company accepts such application and determines
to make payment, such payment shall be in lieu of the exercise of the underlying
Option and such Option shall cease to be exercisable.

13.      Alternate Option Payment Mechanism

     The Committee has sole discretion to determine what form of payment it will
accept for the exercise of an Option.  The  Committee  may  indicate  acceptable
forms in the agreement with the Participant covering such Options or may reserve
its decision to the time of exercise.  No Option is to be  considered  exercised
until payment in full is accepted by the Committee or its agent.

     (a) Cash  Payment.  The exercise  price may be paid in cash or by certified
check. To the extent permitted by law, the Committee may permit all or a portion
of the exercise price of an Option to be paid through borrowed funds.

     (b) Cashless Exercise.  Subject to vesting requirements,  if applicable,  a
Participant may engage in a "cashless  exercise" of the Option.  Upon a cashless
exercise,  the Participant shall give the Company written notice of the exercise
of the Option together with an order to a registered broker-dealer or equivalent
third party,  to sell part or all of the Common Stock  subject to the Option and
to deliver  enough of the  proceeds  to the  Company to pay the Option  exercise
price and any applicable withholding taxes. If the Participant does not sell the
Common  Stock  subject  to the  Option  through a  registered  broker-dealer  or
equivalent  third party,  the Participant may give the Company written notice of
the  exercise of the Option and the third party  purchaser  of the Common  Stock
subject  to the  Option  shall pay the Option  exercise  price  plus  applicable
withholding taxes to the Company.

     (c)  Exchange of Common  Stock.  The  Committee  may permit  payment of the
Option  exercise price by the tendering of previously  acquired shares of Common
Stock.  All shares of Common Stock  tendered in payment of the exercise price of
an Option  shall be valued at the Fair  Market  Value of the  Common  Stock.  No
tendered shares of Common Stock which were acquired by the Participant  upon the
previous  exercise  of an Option or as awards  under a stock award plan (such as
the Company's  Recognition  and  Retention  Plan) shall be accepted for exchange
unless the  Participant has held such shares  (without  restrictions  imposed by
said plan or award) for at least six months prior to the exchange.

                                       9
<page>

14.      Rights of a Stockholder

     A  Participant  shall have no rights as a  stockholder  with respect to any
shares covered by a Non-Statutory  and/or  Incentive Stock Option until the date
of issuance of a stock  certificate  for such shares.  Nothing in the Plan or in
any Award  granted  confers on any person any right to continue in the employ of
the Company or its Affiliates or to continue to perform services for the Company
or its  Affiliates or interferes in any way with the right of the Company or its
Affiliates to terminate his services as an officer,  director or employee at any
time.

15.      Agreement with Participants

     Each Award of Options,  Reload  Options,  Limited  Rights,  and/or Dividend
Equivalent  Rights will be  evidenced  by a written  agreement,  executed by the
Participant  and the Company or its Affiliates that describes the conditions for
receiving  the  Awards,  including  the  date  of  Award,  the  purchase  price,
applicable periods, and any other terms and conditions as may be required by the
Board or applicable securities laws.

16.      Designation of Beneficiary

     A Participant may, with the consent of the Committee, designate a person or
persons to receive,  in the event of death, any Option,  Reload Option,  Limited
Rights Award, or Dividend  Equivalent Rights to which he would then be entitled.
Such  designation  will be made upon  forms  supplied  by and  delivered  to the
Company and may be revoked in writing.  If a Participant  fails  effectively  to
designate a Beneficiary, then his estate will be deemed to be the Beneficiary.

17.      Dilution and Other Adjustments

     In the event of any  change in the  outstanding  shares of Common  Stock by
reason of any  stock  dividend  or split,  pro rata  return  of  capital  to all
shareholders,   recapitalization,   or  any  merger,  consolidation,   spin-off,
reorganization,  combination or exchange of shares,  or other similar  corporate
change, or other increase or decrease in such shares, without receipt or payment
of  consideration  by the Company,  the Committee will make such  adjustments to
previously  granted Awards,  to prevent dilution or enlargement of the rights of
the Participant, including any or all of the following:

     (a)  adjustments in the aggregate  number or kind of shares of Common Stock
that may be awarded under the Plan;

     (b)  adjustments in the aggregate  number or kind of shares of Common Stock
covered by Awards already made under the Plan; or

     (c)  adjustments  in the purchase  price of  outstanding  Incentive  and/or
Non-Statutory Stock Options, or any Limited Rights attached to such Options.

     No such adjustments may,  however,  materially change the value of benefits
available to a Participant  under a previously  granted  Award.  With respect to
Incentive Stock Options,  no such adjustment shall be made if it would be deemed
a "modification" of the Award under Section 424 of the Code.

18.      Effect of a Change in Control on Option Awards

     In the  event  of a Change  in  Control,  the  Committee  and the  Board of
Directors  will take one or more of the following  actions to be effective as of
the date of such Change in Control:


                                       10
<PAGE>


     (a) provide that such Options shall be assumed, or equivalent options shall
be substituted ("Substitute Options") by the acquiring or succeeding corporation
(or an  affiliate  thereof),  provided  that:  (A) any such  Substitute  Options
exchanged for Incentive  Stock  Options shall meet the  requirements  of Section
424(a) of the Code,  and (B) the shares of stock  issuable  upon the exercise of
such  Substitute  Options shall be registered in accordance  with the Securities
Act of 1933,  as amended  ("1933 Act") or such  securities  shall be exempt from
such  registration  in accordance  with Sections  3(a)(2) or 3(a)(5) of the 1933
Act,  (collectively,  "Registered  Securities"),  or in the alternative,  if the
securities  issuable  upon the  exercise of such  Substitute  Options  shall not
constitute  Registered  Securities,  then  the  Participant  will  receive  upon
consummation of the Change in Control a cash payment for each Option surrendered
equal to the difference  between the (1) fair market value of the  consideration
to be received for each share of Common Stock in the Change in Control times the
number of shares of Common Stock subject to such  surrendered  Options,  and (2)
the aggregate exercise price of all such surrendered Options; or

     (b) in the event of a  transaction  under the terms of which the holders of
Common Stock will receive upon consummation  thereof a cash payment (the "Merger
Price")  for each  share of Common  Stock  exchanged  in the  Change in  Control
transaction, make or provide for a cash payment to the Participants equal to the
difference  between  (1) the Merger  Price  times the number of shares of Common
Stock  subject to such  Options  held by each  Participant  (to the extent  then
exercisable at prices not in excess of the Merger Price),  and (2) the aggregate
exercise price of all such surrendered Options.

19.      Withholding

     There may be deducted  from each  distribution  of cash and/or Common Stock
under the Plan the  minimum  amount of any  federal  or state  taxes,  including
payroll taxes, that are applicable to such supplemental  taxable income and that
are required by any  governmental  authority  to be  withheld.  Shares of Common
Stock will be withheld where required from any distribution of Common Stock.


20.      Amendment of the Plan

     The Board may at any time, and from time to time,  modify or amend the Plan
in any respect, or modify or amend an Award received by Employees and/or Outside
Directors;  provided,  however,  that  no  such  termination,   modification  or
amendment may affect the rights of a Participant,  without his consent, under an
outstanding  Award.  Any amendment or modification of the Plan or an outstanding
Award under the Plan,  including but not limited to the  acceleration of vesting
of an  outstanding  Award for reasons other than the death,  Disability,  Normal
Retirement,  or a Change in Control,  shall be approved by the  Committee or the
full Board of the Company.

21.      Effective Date of Plan

     The Plan shall become  effective upon the date of, or a date  determined by
the  Board  of  Directors  following,  approval  of the  Plan  by the  Company's
stockholders.

22.      Termination of the Plan

     The right to grant Awards under the Plan will terminate upon the earlier of
(i) 10 years after the Effective Date, or (ii) the date on which the exercise of
Options or related rights  equaling the maximum number of shares  reserved under
the Plan  occurs,  as set forth in Section 5. The Board may suspend or terminate
the Plan at any time,  provided that no such action will, without the consent of
a Participant, adversely affect his rights under a previously granted Award.

                                       11

<PAGE>


23.      Applicable Law

     The Plan will be  administered  in accordance with the laws of the State of
Illinois.


     IN WITNESS  WHEREOF,  the Company has caused the Plan to be executed by its
duly authorized officers and the corporate seal to be affixed and duly attested,
as of the 30th day of April 23, 2001.


Date Approved by Stockholders: April 30, 2001

Effective Date:   April 30, 2001



ATTEST:                                       JACKSONVILLE SAVINGS BANK




/s/ Roger McKinney                            Richard A. Foss
--------------------------                    -----------------------------
Secretary                                     President



<PAGE>



                                  Exhibit 23.2

<PAGE>





MCGLADREY & PULLEN
Certified Public Accountants






Consent of Independent Auditor's

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Stock Option Plan of  Jacksonville  Savings Bank and
Jacksonville Bancorp, MHC and the 2001 Stock Option Plan of Jacksonville Savings
Bank,  of our report dated  January 16, 2003,  with respect to the  consolidated
financial statements of Jacksonville  Bancorp, Inc. incorporated by reference in
the Annual Report (Form 10-K) for the year ended December 31, 2002.



                                                  /s/ McGladrey & Pullen, LLP



Champaign, Illinois
January 30, 2004
[{"type": "S-8", "sequence": "1", "filename": "forms8013004.txt", "description": "FORM S-8", "secsgml_size_bytes": 127538}]
{"company-data": {"conformed-name": "JACKSONVILLE BANCORP INC", "cik": "0001172097", "assigned-sic": "6036", "irs-number": "331002258", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112420", "film-number": "04559736"}, "business-address": {"street1": "1211 WEST MORTON AVE", "city": "JACKSONVILLE", "state": "IL", "zip": "62650", "phone": "2172454111"}, "mail-address": {"street1": "1211 W MORTON AVE", "city": "JACKSONVILLE", "state": "IL", "zip": "62650"}}
Registration No. 333-______

    As filed with the Securities and Exchange Commission on January 30, 2004

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           Jacksonville Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

               Federal                                       33-1002258
   (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                             1211 West Morton Avenue
                          Jacksonville, Illinois 62650
                    (Address of Principal Executive Offices)

                                 Richard A. Foss
                      President and Chief Executive Officer
                             1211 West Morton Avenue
                          Jacksonville, Illinois 62650
                     (Name and Address of Agent for Service)

           Jacksonville Savings Bank and Jacksonville Bancorp, M.H.C.
                             1996 Stock Option Plan
                Jacksonville Savings Bank 2001 Stock Option Plan
                            (Full Title of the Plans)

                                   Copies to:

         Richard A. Foss                            Alan Schick, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
    Jacksonville Savings Bank               5335 Wisconsin Ave., N.W., Suite 400
     1211 West Morton Avenue                       Washington, D.C. 20015
  Jacksonville, Illinois 62650                        (202) 274-2000
       (217) 245-4111

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. :
CALCULATION OF REGISTRATION FEE

====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$.01 per share
27,287 (4)          $ 17.02 (3)              $464,425
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par
Value $.01 per share
                                 83,626 (5)          $ 8.83 (2)               $738,417
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$.01 per share
                                 80,300 (6)          $ 17.02 (3)            $1,366,706
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$.01 per share
                                 87,100 (7)          $ 10.00 (2)              $871,000
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
                                278,313                  --                 $3,440,548               $435.92
         Totals
====================================================================================================================
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Jacksonville Savings Bank and Jacksonville  Bancorp,  M.H.C. 1996 Stock
     Option Plan (the "1996 Stock Option Plan"),  and the  Jacksonville  Savings
     Bank 2001 Stock Option Plan (the "2001 Stock Option Plan") as a result of a
     stock split, stock dividend or similar adjustment of the outstanding common
     stock  of  Jacksonville   Bancorp,  Inc.  pursuant  to  17  C.F.R.  Section
     230.416(a).
(2)  Determined by the exercise price of options  pursuant to 17 C.F.R.  Section
     230.457(h)(1).
(3)  Determined  by  reference  to the fair market  value of the common stock on
     January 28, 2004, pursuant to 17 C.F.R. Section 230.457(c).
(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 1996 Stock  Option Plan for any future  stock grants or
     awards.
(5)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 1996 Stock Option Plan for any stock  options that have
     been granted.
(6)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2001 Stock  Option Plan for any future  stock grants or
     awards.
(7)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance under the 2001 Stock Option Plan for any stock options that have
     been granted.

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
               Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to participants in the 1996 Stock Option Plan
and the 2001 Stock  Option Plan  (together,  the  "Plans") as  specified by Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the

                                       2
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").  Jacksonville Bancorp, Inc. became the holding company  reorganization of
Jacksonville Savings Bank in 2002.

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or concurrently  filed by Jacksonville
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

     a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2002 (Commission File No. 000-49792),  filed with the Commission on
March 28, 2003 pursuant to Section 13(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the Annual  Report on Form 10-K referred to in (a) above;
and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement  on Form 8-A filed  with the  Commission  on May 2, 2002
(Commission File No. 000-49792).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
Annual  Report on Form 10-K to the extent that a statement  contained  herein or
therein or in any other  subsequently filed document which also is, or is deemed
to be,  incorporated by reference  herein or therein modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the Annual Report on Form 10-K.

     The Company shall furnish  without charge to each person to whom the Annual
Report is  delivered,  on the written or oral request of such person,  a copy of
any or all of the documents  incorporated  by reference,  other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Richard
A. Foss, President and Chief Executive Officer, Jacksonville Bancorp, Inc., 1211
West  Morton  Avenue,  Jacksonville,  Illinois  62650,  telephone  number  (217)
245-4111.

     All  information  appearing in this  Registration  Statement and the Annual
Report on Form 10-K is qualified  in its  entirety by the detailed  information,
including financial statements,  appearing in the documents  incorporated herein
or therein by reference.

Item 4.  Description of Securities

         Not applicable.
                                       3
Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Article VII of the Bylaws of  Jacksonville  Bancorp,  Inc. (the  "Company")
sets forth circumstances under which directors,  officers,  employees and agents
of the Company may be insured or indemnified  against liability which they incur
in their capacities as such:

                          ARTICLE VII. INDEMNIFICATION

     The Company  shall  indemnify  its  directors,  officer,  and  employees in
accordance with the following requirements:

(a)  Definitions and rules of construction.

     (1)  Definitions for purposes of this Article

          (i)  Action.  The term "action"  means any judicial or  administrative
               proceeding, or threatened proceeding, whether civil, criminal, or
               otherwise, including any appeal or other proceeding for review;

          (ii) Court. The term "court" includes,  without limitation,  any court
               to which or in which  any  appeal  or  proceeding  for  review is
               brought.

          (iii)Final  judgment.  The term  "final  judgment"  means a  judgment,
               decree,  or order  which  is not  appealable  or as to which  the
               period for appeal has expired with no appeal taken.

          (iv) Settlement. The term "settlement" includes entry of a judgment by
               consent or confession or a plea of guilty or nolo contendere.

     (2)  References  in  this  Article  to  any  individual  or  other  person,
          including  any savings  bank,  shall  include  legal  representatives,
          successors, and assigns thereof.

     (b) General. Subject to paragraphs (c) and (g) of this Article, the Company
shall  indemnify  any person  against  whom an action is  brought or  threatened
because that person is or was a director,  officer,  or employee of the Company,
for:

     (1)  Any amount for which that person  becomes  liable  under a judgment in
          such action; and

     (2)  Reasonable costs and expenses,  including reasonable  attorney's fees,
          actually paid or incurred by that person in defending or settling such
          action,  or in enforcing his or her rights under this Article if he or
          she attains a favorable judgment in such enforcement action.

     (c) Requirements.  Indemnification  shall be made to person under paragraph
(b) of this Article only if:

     (1)  Final judgment on the merits is in his or her favor; or

     (2)  In case of:

               (i)  Settlement,

               (ii) Final judgment against him or her, or

                                       4
(iii)Final  judgment  in his  or her  favor,  other  than  on the
                    merits, if a majority of the disinterested  directors of the
                    Company  determine  that he or she was  acting in good faith
                    within the scope of his or her employment or authority as he
                    or  she  could   reasonably  have  perceived  it  under  the
                    circumstances  and for a purpose he or she could  reasonably
                    have  believed  under  the  circumstances  was in  the  best
                    interests of the Company or its members.

However, no indemnification shall be made unless the Company gives the Office at
least 60 days' notice of its intention to make such indemnification. Such notice
shall state the facts on which the action  arose,  the terms of any  settlement,
and any disposition of the action by a court. Such notice, a copy thereof, and a
certified copy of the resolution  containing the required  determination  by the
board of directors  shall be sent to the Regional  Director,  who shall promptly
acknowledge  receipt thereof.  The notice period shall run from the date of such
receipt. No such indemnification shall be made if the Office advises the Company
in writing, within such notice period, of his or her objection thereto.

     (d)  Insurance.  The Company  shall obtain  insurance to protect it and its
directors,  officers,  and employees from  potential  losses arising from claims
against any of them for alleged  wrongful acts, or wrongful  acts,  committed in
their capacity as directors,  officers, or employees. The Company may not obtain
insurance  which  provides  for  payment of losses of any person  incurred  as a
consequence of his or her willful or criminal misconduct.

     (e)  Payment of  expenses.  If a majority of the  directors  of the Company
conclude that, in connection  with an action,  any person  ultimately may become
entitled to  indemnification  under this  Article,  the  directors may authorize
payment of reasonable costs and expenses,  including reasonable attorneys' fees,
arising from the defense or settlement of such action. Nothing in this paragraph
(e) shall prevent the directors of the Company from imposing such  conditions on
a  payment  of  expenses  as they deem  warranted  and in the  interests  of the
Company. Before making advance payment of expenses under this paragraph (e), the
Company shall obtain an agreement  that the Company will be repaid if the person
on whose behalf  payment is made is later  determined not to be entitled to such
indemnification.

     (f) Exclusiveness of provisions. The indemnification of any person referred
to in paragraph (b) shall be governed  solely by these bylaws as provided for in
12 C.F.R.  ss.545.121  (b) and the  obtaining  of  insurance  as  referred to in
paragraph (d) shall be governed by paragraph (d) of 12 C.F.R. ss.545.121.

     (g) The  indemnification  provided for in  paragraph  (b) is subject to and
qualified by 12 U.S.C. 1821(k).

     In  addition,  federal  regulations  clearly  define  areas  for  indemnity
coverage  for mutual  holding  companies  of federal  savings  institutions,  as
follows:

         Indemnification of directors, officers and employees.

     A Federal savings association shall indemnify its directors,  officers, and
employees in accordance with the following requirements:

     (a) Definitions and rules of construction.

          (1)  Definitions for purposes of this Section.

               (i)  Action.   The  term   "action"   means   any   judicial   or
                    administrative proceeding, or threatened proceeding, whether
                    civil, criminal, or otherwise, including any appeal or other
                    proceeding for review;

               (ii) Court. The term "court" includes,  without  limitation,  any
                    court to which or in which any appeal or any  proceeding for
                    review is brought.

               (iii)Final Judgment.  The term "final judgment" means a judgment,
                    decree,  or order which is not appealable or as to which the
                    period for appeal has expired with no appeal taken.

                                       5
(iv) Settlement.  The  term  "settlement"  includes  entry  of  a
                    judgment  by  consent or  confession  or a plea of guilty or
                    nolo contendere.

          (2)  References  in this section to any  individual  or other  person,
               including any association,  shall include legal  representatives,
               successors, and assigns thereof.

     (b) General.  Subject to paragraphs (c) and (g) of this section,  a savings
association  shall  indemnify  any person  against  whom an action is brought or
threatened because that person is or was a director,  officer or employee of the
association, for:

          (1)  Any amount for which that person  becomes liable under a judgment
               in such action; and

          (2)  Reasonable costs and expenses,  including  reasonable  attorney's
               fees,  actually  paid or incurred by that person in  defending or
               settling  such action,  or in  enforcing  his or her rights under
               this  section if he or she attains a  favorable  judgment in such
               enforcement action.

     (c)  Requirements.  Indemnification  shall  be made to  such  person  under
paragraph (b) of this section only if:

          (1)  Final judgment on the merits is in his or her favor; or

          (2)  In case of:

               (i)  Settlement,

               (ii) Final judgment against him or her, or

               (iii)Final  judgment  in his  or her  favor,  other  than  on the
                    merits, if a majority of the disinterested  directors of the
                    savings  association  determine that he or she was acting in
                    good  faith  within  the scope of his or her  employment  or
                    authority as he or she could  reasonably  have  perceived it
                    under the  circumstances  and for a purpose  he or she could
                    reasonably have believed under the  circumstances was in the
                    best interests of the savings association or its members.

          However, no indemnification shall be made unless the association gives
     the  Office  at  least  60  days'  notice  of its  intention  to make  such
     indemnification.  Such  notice  shall  state the facts on which the  action
     arose, the terms of any settlement,  and any disposition of the action by a
     court. Such notice, a copy thereof,  and a certified copy of the resolution
     containing the required  determination  by the board of directors  shall be
     sent to the  Regional  Director,  who shall  promptly  acknowledge  receipt
     thereof. The notice period shall run from the date of such receipt. No such
     indemnification  shall  be made  if the  OTS  advises  the  association  in
     writing, within such notice period, of its objection thereto.

     (d) Insurance. A savings association may obtain insurance to protect it and
its directors, officers, and employees from potential losses arising from claims
against any of them for alleged  wrongful acts, or wrongful  acts,  committed in
their  capacity  as  directors,  officers,  or  employees.  However,  no savings
association  may obtain  insurance  which  provides for payment of losses of any
person incurred as a consequence of his or her willful or criminal misconduct.

     (e)  Payment of  expenses.  If a  majority  of the  directors  of a savings
association  concludes that, in connection with an action, any person ultimately
may become  entitled to  indemnification  under this section,  the directors may
authorize  payment  of  reasonable  costs  and  expenses,  including  reasonable
attorneys' fees, arising from the defense or settlement of such action.  Nothing
in this paragraph (e) shall prevent the directors of a savings  association from
imposing such  conditions on a payment of expenses as they deem warranted and in
the  interests of the savings  association.  Before  making  advance  payment of
expenses  under this  paragraph  (e),  the savings  association  shall obtain an
agreement  that the  savings  association  will be repaid if the person on whose
behalf  payment  is  made  is  later  determined  not  to be  entitled  to  such
indemnification.

                                       6
(f) Exclusiveness of provision.  No savings association shall indemnify any
person referred to in paragraph (b) of this section or obtain insurance referred
to in paragraph (d) of this section other than in accordance  with this section.
However,  an association which has a bylaw in effect relating to indemnification
of its  personnel  shall be  governed  solely  by that  bylaw,  except  that its
authority  to  obtain  insurance  shall be  governed  by  paragraph  (d) of this
section.

     (g)  [Applicability of section 11(n) of the Federal Deposit Insurance Act.]
The indemnification  provided for in paragraph (b) of this section is subject to
and qualified by 12 U.S.C. 1821(k).

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

 Regulation S-K                                       Reference to Prior Filing
 Exhibit Number                                        or Exhibit No. attached
                             Document                           hereto

 4     Form of Common Stock Certificate                                       *

 5     Opinion of Luse Gorman Pomerenk & Schick, P.C.                  Exhibit 5

10.1   Jacksonville Savings Bank and  Jacksonville Bancorp, M.H.C.  Exhibit 10.1
       1996 Stock Option Plan

10.2   Jacksonville Savings Bank 2001 Stock Option Plan             Exhibit 10.2

23.1   Consent of Luse Gorman Pomerenk & Schick, P.C      Contained in Exhibit 5

23.2   Consent of  McGladrey & Pullen, LLP                          Exhibit 23.2

 24    Power of Attorney                             Contained on Signature Page

* Incorporated by reference to Exhibit 1 to the Registration Statement on Form
8-A (Commission File No. 000-49792), originally filed by the Company under the
Exchange Act of 1934 with the Commission on May 2, 2002, and all amendments or
reports filed for the purpose of updating such description.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

                                       7
4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       8
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in Jacksonville,  Illinois, on this 30th
day of January, 2004.

                                       JACKSONVILLE BANCORP, INC.

                               By:      /s/ Richard A. Foss
                                       -----------------------------------
                                       Richard A. Foss
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Jacksonville  Bancorp,  Inc.
(the "Company")  hereby severally  constitute and appoint Richard A. Foss as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said  Richard A. Foss may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the  registration of common stock underlying the
Jacksonville  Savings Bank and Jacksonville  Bancorp,  M.H.C.  1996 Stock Option
Plan and the  Jacksonville  Savings  Bank  2001  Stock  Option  Plan,  including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities  indicated below the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
approve,  ratify and confirm all that said  Richard A. Foss shall do or cause to
be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

Signatures                          Title                                  Date

/s/ Richard A. Foss                 President and               January 30, 2004
---------------------------     Chief Executive Officer
Richard A. Foss                  (Principal Executive Officer)

/s/ Diana S. Tone                   Chief Financial Officer     January 30, 2004
---------------------------         and Compliance Officer
Diana S. Tone                      (Principal Financial and
                                    Accounting Officer)

/s/ Andrew F. Applebee              Chairman of the Board       January 30, 2004
---------------------------
Andrew F. Applebee

/s/ Roger D. Cannell                Director                    January 30, 2004
---------------------------
Roger D. Cannell
/s/ Michael R. Goldasich            Director                    January 30, 2004
---------------------------
Michael R. Goldasich

/s/ Harmon B. Deal, III             Director                    January 30, 2004
---------------------------
Harmon B. Deal, III

/s/ Emily J. Osburn                 Director                    January 30, 2004
---------------------------
Emily J. Osburn

/s/ Harvey D. Scott, III            Director                    January 30, 2004
---------------------------
Harvey D. Scott III

/s/ Dean H. Hess                    Director                    January 30, 2004
---------------------------
Dean H. Hess

/s/ John C. Williams                Director,                  January 30, 2004
---------------------------     Senior Vice President
John C. Williams                  and Trust Officer
EXHIBIT INDEX

Exhibit Number             Description

4    Form of Common Stock Certificate (Incorporated by reference to Exhibit 1 to
     the  Registration  Statement on Form 8-A (Commission  File No.  000-49792),
     originally  filed by the Company  under the  Exchange  Act of 1934 with the
     Commission  on May 2, 2002,  and all  amendments  or reports  filed for the
     purpose of updating such description).

5    Opinion of Luse Gorman Pomerenk & Schick, P.C.

10.1 Jacksonville  Savings  Bank and  Jacksonville  Bancorp,  M.H.C.  1996 Stock
     Option Plan

10.2 Jacksonville Savings Bank 2001 Stock Option Plan

23.1 Consent of Luse Gorman  Pomerenk & Schick,  P.C.  (contained in the opinion
     included as Exhibit 5).

23.2 Consent of McGladrey & Pullen, LLC.

24   Power of Attorney  (contained  in the signature  page to this  Registration
     Statement).

------------------
Exhibit 5
[LETTERHEAD OF LUSE GORMAN POMERENK & SCHICK]

(202) 274-2000

January 30, 2004

Board of Directors
Jacksonville Bancorp, Inc.
1211 West Morton Avenue
Jacksonville, Illinois 62650

                  Re:      Jacksonville Bancorp, Inc.
                           Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the  registration of common stock, par value $.01 per share (the
"Common Stock"), of Jacksonville  Bancorp,  Inc. (the "Company") issued pursuant
to the Jacksonville  Savings Bank and Jacksonville  Bancorp,  M.H.C.  1996 Stock
Option Plan and the Jacksonville  Savings Bank 2001 Stock Option Plan (together,
the "Plans").

     In rendering the opinion  expressed herein, we have reviewed the Charter of
the Company,  the Plans, the Company's  Registration  Statement on Form S-8 (the
"Form S-8"),  as well as  applicable  statutes  and  regulations  governing  the
Company.  We have assumed the  authenticity,  accuracy and  completeness  of all
documents in connection with the opinion  expressed herein. We have also assumed
the legal  capacity and  genuineness  of the  signatures of persons  signing all
documents in connection with which the opinions expressed herein are rendered.

     Based on the foregoing, we are of the following opinion:

     At the time of  effectiveness  of the Form  S-8,  the  Common  Stock of the
Company,  when issued in accordance  with the terms and conditions of the Plans,
will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                            Very truly yours,

                                            /s/ Luse Gorman Pomerenk & Schick
                                            Luse Gorman Pomerenk & Schick,
                                            A Professional Corporation
Exhibit 10.1
JACKSONVILLE SAVINGS BANK
                        and JACKSONVILLE BANCORP, M.H.C.

                             1996 STOCK OPTION PLAN

1.       Purpose

     The purpose of the  Jacksonville  Savings  Bank and  Jacksonville  Bancorp,
M.H.C.  1996 Stock  Option  Plan (the  "Plan") is to advance  the  interests  of
Jacksonville  Savings  Bank  (the  "Bank")  and its  shareholders  by  providing
Employees  and  Outside  Directors  of the  Bank and its  affiliates,  including
Jacksonville Bancorp, M.H.C. (the "Company"),  the mutual holding company of the
Bank, upon whose judgment,  initiative and efforts the successful conduct of the
business of the Bank and its  affiliates  largely  depends,  with an  additional
incentive  to  perform  in a  superior  manner as well as to  attract  people of
experience and ability to such positions with the Bank and the Company.

2.       Definitions

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

     "Award"  means an Award of  Nonstatutory  Stock  Options,  Incentive  Stock
Options, and/or Limited Rights granted under the provisions of the Plan.

     "Beneficiary"  means the person or persons  designated by a Participant  to
receive any benefits  payable under the Plan in the event of such  Participant's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary  shall be the  Participant's  surviving spouse, if
any, or if none, his estate.

     "Board"  means  the  Board of  Directors  of the Bank and the  Company,  as
applicable.

         "Change in Control" means:

     (1) a reorganization,  merger, merger conversion,  consolidation or sale of
all or  substantially  all of the assets of the Bank,  the  Company or the Stock
Holding Company,  or a similar transaction in which the Bank, the Company or the
Stock Holding Company is not the resulting entity;

     (2)  individuals  who  constitute  the  Incumbent  Board of the  Bank,  the
Company,  or the Stock  Holding  Company  cease for any reason to  constitute  a
majority thereof; provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least  three-fourths  of
the directors  composing the Incumbent Board or whose nomination for election by
the Bank's or the Stock Holding Company's  stockholders or the Company's members
was approved by the same nominating  committee serving under the Incumbent Board
shall be, for purposes of this Section, considered as though he were a member of
the Incumbent Board; or

     (3) an  acquisition  of  "control"  of the Bank,  the  Company or the Stock
Holding  Company as defined in the Bank Holding  Company Act of 1956, as amended
and applicable rules and regulations  promulgated thereunder as in effect at the
time of the Change in Control  (collectively,  the "BHCA"), as determined by the
Board of Directors of the Bank, the Company or the Stock Holding Company; or

     (4) an acquisition of the Bank's or Stock Holding Company's stock requiring
submission of notice under the change in Bank Control Act.

                                       1
(5) In the event that the Company  converts to the Stock Holding Company on
a  stand-alone  basis,  a "Change in Control"  of the Bank or the Stock  Holding
Company  (a)  shall  mean an event  of a nature  that  would be  required  to be
reported in response to Item 1a of the current  report on Form 8-K, as in effect
on the date hereof,  pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934 (the "Exchange  Act"), or results in a Change in Control of the Bank
or the Stock  Holding  Company  within the  meaning of the BHCA;  or (b) without
limitation shall be deemed to have occurred at such time as (i) any "person" (as
the term is used in Section  13(d) and 14(d) of the Exchange Act) other than the
Stock  Holding  Company is or becomes a  "beneficial  owner" (as defined in Rule
13-d under the Exchange Act) directly or  indirectly,  of securities of the Bank
representing 25% or more of the Bank's outstanding  securities ordinarily having
the right to vote at the election of directors  except for any securities of the
Bank received by the Stock Holding Company in connection with the Reorganization
and any securities  purchased by the Bank's  employee  stock  ownership plan and
trust shall not be counted in  determining  whether such plan is the  beneficial
owner  of  more  than  25% of the  Bank's  securities,  (ii) a  proxy  statement
soliciting  proxies from  stockholders  of the Bank,  by someone  other than the
current  management  of the  Bank,  seeking  stockholder  approval  of a plan of
reorganization, merger or consolidation of the Stock Holding Company of the Bank
or similar  transaction  with one or more  corporations as a result of which the
outstanding  shares  of the  class of  securities  then  subject  to the plan or
transaction  are exchanged or converted  into cash or property or securities not
issued by the Bank or the Stock Holding Company, or (iii) a tender offer is made
for 25% or more of the voting securities of the Bank and the shareholders owning
beneficially or of record 25% or more of the outstanding  securities of the Bank
have tendered or offered to sell their shares  pursuant to such tender offer and
such tendered shares have been accepted by the tender offeror.

     Notwithstanding  the  foregoing,  a "Change in  Control" of the Bank or the
Company  shall not be deemed to have  occurred if the  Company  ceases to own at
least 51% of all  outstanding  shares of stock of the Bank in connection  with a
conversion of the Company from mutual to stock form.

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

     "Commissioner"  shall  mean  the  Illinois   Commissioner  of  Savings  and
Residential Finance.

     "Committee"  means the Stock Benefits  Committee (or the equivalent) of the
Board of Directors consisting of at least three Outside Directors of the Bank or
the Company,  and all of whom are and must be "disinterested  directors" as that
term is defined under Rule 16b-3 under the Exchange Act.

     "Common Stock" means the common stock of the Bank, par value $1.00 per
share.

     "Company" means Jacksonville Bancorp, M.H.C.

     "Continuous  Service"  means  employment  as an  Employee  or service as an
Outside Director or Director Emeritus without any interruption or termination of
such employment or service. In the case of an Employee,  employment shall not be
considered  interrupted  in the case of sick leave,  military leave or any other
leave  of  absence  approved  by the Bank or in the  case of  transfers  between
payroll locations of the Bank or between the Bank, its parent,  its subsidiaries
or its successor.  For purposes of determining  Continuous  Service,  an Outside
Director who terminates service on the Board but who continues to serve the Bank
or Company as a Director  Emeritus will not be deemed to have an interruption or
termination of service under the Plan.  For purposes of  determining  Continuous
Service,  a Director  Emeritus who is issued an Award and who continues to serve
the Bank or Company in an  advisory  capacity  as a  Director  Emeritus  will be
deemed to have maintained  Continuous Service so long as such person serves as a
Director Emeritus.

     "Conversion  Transaction"  means the  conversion  of the  Company  from the
mutual to stock form of  organization  either on a  stand-alone  basis or in the
context of a merger  conversion  with an unrelated  entity,  as  contemplated by
regulations of the Commissioner or FDIC or any successor thereof.

     "Date of Grant"  means the actual  date on which an Award is granted by the
Committee.

     "Director" means a member of the Board of Directors.

     "Director  Emeritus" means a former Director,  who in recognition of his or
her past contributions, has been titled as a Director Emeritus and who continues
to perform advisory services for the Board.

                                       2
"Disability" means the permanent and total inability by reason of mental or
physical  infirmity,  or both,  of an Employee  to perform the work  customarily
assigned  to him.  Additionally,  a medical  doctor  selected or approved by the
Board of Directors  must advise the Committee  that it is either not possible to
determine when such Disability  will terminate or that it appears  probable that
such  Disability  will be  permanent  during the  remainder  of such  Employee's
lifetime.

     "Effective  Date"  shall be the date the  Plan is  ratified  by the  Board,
following the approval of stockholders.

     "Employee"  means any person who is  currently  employed by the Bank or the
Company or an Affiliate, including officers.

     "Fair Market Value" means, when used in connection with the Common Stock on
a certain  date,  the reported  closing price of the Common Stock as reported by
the National  Association of Securities Dealers Automated  Quotation  ("Nasdaq")
"Small-Cap  Issues" (as published by the Wall Street  Journal,  if published) on
such  date,  or if the Common  Stock was not  traded on such  date,  on the next
preceding day on which the Common Stock was traded;  provided,  however, that if
the Common Stock is not reported on the Nasdaq "Small-Cap  Issues",  Fair Market
Value  shall mean the  average  sale  price of all  shares of Common  Stock sold
during  the 30-day  period  immediately  preceding  the date on which such stock
option was granted,  and if no shares of stock have been sold within such 30-day
period,  the  average  sale price of the last three  sales of Common  Stock sold
during  the 90-day  period  immediately  preceding  the date on which such stock
option was granted.  In the event Fair Market Value cannot be  determined in the
manner  described  above,  then Fair  Market  Value shall be  determined  by the
Committee.  The  Committee  is  authorized,  but is not  required,  to obtain an
independent appraisal to determine the Fair Market Value of the Common Stock.

     "FDIC" means the Federal Deposit Insurance Corporation.

     "Incentive  Stock  Option"  means an Option  granted by the Committee to an
Employee  Participant,  which Option is designated as an Incentive  Stock Option
pursuant to Section 8.

     "Incumbent  Board"  means,  in the  case of (i) the  Company  or the  Stock
Holding  Company,  or (ii) the  Bank,  the  Board of the  Company  or the  Bank,
respectively,  on the date hereof,  provided that any person becoming a director
subsequent to the date hereof whose  election was approved by a vote of at least
three-quarters  of the  directors  comprising  the  Incumbent  Board,  or  whose
nomination  for  election by members or  stockholders  was  approved by the same
nominating  committee  serving under an Incumbent Board,  shall be considered as
though he were a member of the Incumbent Board.

     "Limited Right" means the right to receive an amount of cash based upon the
terms set forth in Section 9.

     "Nonstatutory Stock Option" means an Option granted by the Committee to (i)
an Outside  Director or (ii) to any other  Participant and such option is either
(A) not designated by the Committee as an Incentive  Stock Option,  or (B) fails
to satisfy the requirements of an Incentive Stock Option as set forth in Section
422 of the Code and the regulations thereunder.

     "Normal  Retirement"  means,  for an Employee,  retirement at the normal or
early  retirement date as set forth in the Bank's Employee Stock Ownership Plan,
or any  successor  plan.

     "Offering"  means the initial  public  offering of the Common  Stock of the
Bank.

     "Option" means an Award granted under Section 7 or Section 8.

     "Outside Director" means a Director who is not also an Employee.

     "Participant"  means an Employee,  an Outside Director or Director Emeritus
who receives an Award under the Plan.

     "Reorganization" means the reorganization of Jacksonville Savings Bank as a
mutual holding company and the  establishment of the Bank as its  majority-owned
subsidiary.

                                       3
"Stock Holding  Company" means the holding  company  resulting from a stock
conversion of the Company in a Conversion Transaction.

     "Termination  for Cause" means the  termination  of  employment  or service
caused  by  the  individual's   personal   dishonesty,   incompetence,   willful
misconduct,  any  breach  of a  fiduciary  duty  involving  personal  profit  or
intentional failure to perform stated duties, willful violation of any law, rule
or  regulation  (other than  traffic  violations  or similar  offenses) or final
cease-and-desist  order, or a material breach of a material provision hereof. In
the case of an Outside Director, Termination for Cause means a removal for cause
pursuant to the Bank's Bylaws.

3.       Administration

     The  Plan  shall  be  administered  by  the  Committee.  The  Committee  is
authorized,  subject to the  provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper  administration of the Plan and
to make whatever  determinations and interpretations in connection with the Plan
it deems necessary or advisable.  All determinations and interpretations made by
the Committee  shall be binding and conclusive on all  Participants  in the Plan
and on their legal representatives and beneficiaries.

     The Awards of Nonstatutory Options to Outside Directors under Section 7 are
intended to comply with Rule 16b-3 under the Exchange Act.  Notwithstanding  any
term to the contrary appearing herein, unless permitted by Rule 16b-3(c)(2)(ii),
neither the  Committee  nor the Board shall have the  authority to determine the
amount and price of  securities  to be  awarded  and/or  timing of awards  under
Section 7 to designated directors or categories of directors,  which terms shall
be set forth  herein.  To the extent any provision of the Plan or action by Plan
administrators  fails to comply with this  Section 3, such  provision  or action
shall  be  deemed  null  and  void to the  extent  permitted  by law and  deemed
advisable by the Board.

4.       Types of Awards

     Awards  under the Plan may be  granted in any one or a  combination  of (a)
Incentive  Stock  Options;  (b)  Non-Statutory  Stock  Options;  and (c) Limited
Rights.

5.       Stock Subject to the Plan

     Subject to  adjustment  as provided  in Section  14, the maximum  number of
shares  reserved for issuance  under the Plan is ten percent (10%) of the shares
of Common  Stock of the Bank sold in  connection  with the  Offering  (or 55,751
shares).

     The  shares of  Common  Stock  represented  by such  options  may be either
authorized but unissued shares or shares previously issued and reacquired by the
Bank or the Company.  The Company may use  dividends  received  from the Bank to
fund the purchase of shares  necessary to satisfy the exercise of stock options.
To the extent that options  together with any related  rights  granted under the
Plan  terminate,  expire or are cancelled  without  having been  exercised,  new
Awards may be made with respect to shares underlying such options.

6.       Eligibility

     Employees   shall  be  eligible  to  receive   Incentive   Stock   Options,
Nonstatutory  Stock  Options  and/or  Limited  Rights  under the  Plan.  Outside
Directors  shall not be eligible to receive  Incentive  Stock Options or Limited
Rights  under the Plan.  Outside  Directors  shall be eligible  to receive  only
Nonstatutory Stock Options.

7.       Nonstatutory Stock Options

         7.1      Grant of Nonstatutory Stock Options

     (a)  Grants to  Outside  Directors  or  Directors  Emeritus.  Each  Outside
Director  who is serving in such  capacity  on the  Effective  Date of the Plan,
shall be granted  Options to purchase  1,000 shares of Common Stock of the Bank,

                                       4
subject to adjustment pursuant to Section 14. Each person who becomes an Outside
Director  subsequent to the Effective Date, shall be granted  Nonstatutory Stock
Options to purchase  1,000  shares of the Common  Stock,  subject to  adjustment
pursuant to Section 14, to the extent  shares remain  available  under the Plan.
Directors  Emeritus  Lee A.  Sullivan  and  Harlan L.  Williamson  shall each be
granted  Options to purchase  1,000 shares of Common Stock.  Nonstatutory  Stock
Options granted under the Plan are subject to the terms and conditions set forth
in this Section 7.

     (b)  Grants to  Employees.  The  Committee  may,  from time to time,  grant
Nonstatutory  Stock Options to Employees  and, upon such terms and conditions as
the Committee may determine,  grant  Nonstatutory  Stock Options in exchange for
and upon  surrender of previously  granted  Awards under the Plan.  Nonstatutory
Stock Options granted under the Plan are subject to the terms and conditions set
forth in this Section 7.

     (c) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Bank and the Participant  specifying the number of shares
of Common Stock that may be acquired  through its exercise and  containing  such
other  terms and  conditions  that are not  inconsistent  with the terms of this
grant. The maximum number of shares subject to a Nonstatutory Option that may be
awarded under the Plan to any Employee shall be 20,000.

     (d) Price.  The purchase price per share of Common Stock  deliverable  upon
the  exercise of each  Non-statutory  Stock Option  shall be  determined  by the
Committee  on the date the Option is  granted.  Except as provided  below,  such
purchase price shall not be less than 85% of the Fair Market Value of the Common
Stock on the date the Option is granted.  The purchase price per share of Common
Stock deliverable upon the exercise of each Nonstatutory Stock Option granted in
exchange for and upon  surrender of previously  granted Awards shall be not less
than 80% of the Fair Market  Value of the Common Stock on the date the Option is
granted, but in no event may the purchase price of any Nonstatutory Stock Option
be less than the par value of the Common  Stock.  Shares may be  purchased  only
upon full payment of the purchase  price.  Payment of the purchase  price may be
made,  in whole or in part,  through the surrender of shares of the Common Stock
at the Fair Market Value of such shares.

                                       6
(e) Manner of Exercise.  The vested  Option may be  exercised  from time to
time,  in whole or in part,  by  delivering a written  notice of exercise to the
President or Chief Executive Officer of the Bank. Such notice is irrevocable and
must be  accompanied  by full payment of the purchase price in cash or shares of
previously  acquired  Common  Stock of the Bank at the Fair Market Value of such
shares determined on the exercise date.

     (f) Terms of Options.  In no event  shall a  Nonstatutory  Stock  Option be
exercisable  in whole or in part more than 10 years and one day from the Date of
Grant.  No  Options  shall be earned by a  Participant  unless  the  Participant
maintains  Continuous  Service until the vesting date of such Option,  except as
set forth herein.  Nonstatutory  Stock Options  awarded to Outside  Directors or
Directors  Emeritus shall vest in the Outside Directors or Directors Emeritus at
the rate of  twenty  percent  (20%) of the  initially  awarded  amount  per year
commencing with the vesting of the first  installment on the date of grant,  and
succeeding   installments  on  each  anniversary  of  the  date  of  grant.  The
Nonstatutory  Options awarded to Employees shall be exercisable in installments,
as determined by the Committee which shall also determine the date on which each
installment shall become exercisable. The shares comprising each installment may
be  purchased  in whole or in part at any time  after such  installment  becomes
exercisable.  The Committee, in its sole discretion,  may accelerate the time at
which any  Nonstatutory  Stock Option  awarded to Employees  may be exercised in
whole or in part. In the event of a Change in Control,  all  Nonstatutory  Stock
Options shall become immediately exercisable.

     (g)  Termination  of  Employment  or Service.  Upon the  termination  of an
Employee's employment or upon termination of an Outside Director's or Director's
Emeritus  service for any reason other than, in the case of an Employee,  Normal
Retirement, or in the case of all Participants,  Disability,  death, a Change in
Control,  or Termination  for Cause,  the  Employee's,  Outside  Director's,  or
Director's  Emeritus  Nonstatutory Stock Options shall be exercisable only as to
those shares that were  immediately  purchasable by such Participant at the date
of termination and only for a period of one year following  termination.  In the
event of Termination for Cause, all rights under the Nonstatutory  Stock Options
shall expire upon  termination.  In the event of  termination  of  employment or
service due to a Change in Control, death or Disability of any Participant,  all
Nonstatutory Stock Options held by such Participant,  whether or not exercisable
at such time,  shall be exercisable by such person or his legal  representatives
or  beneficiaries  for one year  following the date of his death or cessation of
employment or service,  as applicable,  due to death,  Disability,  or Change in
Control, provided that in no event shall the period extend beyond the expiration
of the Nonstatutory Stock Option term. In the event of an Employee's termination
of employment due to Normal  Retirement,  all Nonstatutory Stock Options held by
such Employee, whether or not exercisable at such time, shall be exercisable for
one year following his termination of employment.

                                       5
8.       Incentive Stock Options

         8.1      Grant of Incentive Stock Options

     The  Committee,  from time to time,  may grant  Incentive  Stock Options to
Employees. Incentive Stock Options granted pursuant to the Plan shall be subject
to the following terms and conditions:

     (a) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Bank and the Employee  specifying the number of shares of
Common Stock that may be acquired through its exercise and containing such other
terms and conditions that are not inconsistent with the terms of this grant.

     (b) Price.  Subject to Section 14 of this Plan and Section 422 of the Code,
the purchase  price per share of Common Stock  deliverable  upon the exercise of
each Incentive Stock Option shall be not less than 100% of the Fair Market Value
of the Common Stock on the date the Incentive Stock Option is granted.  However,
if an Employee owns stock  possessing more than 10% of the total combined voting
power of all classes of Common Stock (or under  Section  424(d) of the Code,  is
deemed to own stock  representing  more  than 10% of the total  combined  voting
power of all  classes  of stock of the Bank or its  Affiliates  by reason of the
ownership of such classes of common stock directly or indirectly,  by or for any
brother, sister, spouse, ancestor or lineal descendant of such Employee or by or
for any  corporation,  partnership,  estate or trust of which such Employee is a
shareholder,  partner or  beneficiary),  the purchase  price per share of Common
Stock  deliverable upon the exercise of each Incentive Stock Option shall not be
less  than 110% of the Fair  Market  Value of the  Common  Stock on the date the
Incentive Stock Option is granted.  Shares may be purchased only upon payment of
the full purchase price.  Payment of the purchase price may be made, in whole or
in part,  through the  surrender of shares of the Common  Stock.  If  previously
acquired  shares of Common  Stock are  tendered in payment of all or part of the
exercise  price,  the value of such shares shall be determined as of the date of
exercise of the Incentive Stock Option.

     (c) Manner of Exercise.  Incentive  Stock  Options  granted under the Stock
Option Plan shall vest in a Participant  at the rate or rates  determined by the
Committee.  The vested Option may be exercised from time to time, in whole or in
part,  by  delivering  a written  notice of exercise to the  President  or Chief
Executive  Officer of the Bank,  provided,  however,  that no  Options  shall be
exercisable  prior to  approval  of the Plan by  stockholders.  Such  notice  is
irrevocable  and must be  accompanied  by full payment of the purchase  price in
cash or shares of  previously  acquired  Common Stock.  If  previously  acquired
shares of Common  Stock are  tendered in payment of all or part of the  exercise
price,  the Fair Market Value of such shares shall be  determined as of the date
of such exercise of the Incentive Stock Option.

     (d)  Amount of  Options.  Incentive  Stock  Options  may be  granted to any
Employee in such  amounts as  determined  by the  Committee;  provided  that the
amount  granted  is  consistent  with the  terms  of  Section  422 of the  Code.
Notwithstanding  the above,  the maximum number of shares that may be subject to
an  Incentive  Stock  Option  awarded  under the Plan to any  Employee  shall be
14,000.  In granting  Incentive Stock Options,  the Committee shall consider the
position and  responsibilities  of the Employee,  the length and value of his or
her service to the Bank, the Company, or the Affiliate, the compensation paid to
the Employee and the Committee's  evaluation of the performance of the Bank, the
Company,  or the Affiliate,  according to measurements  that may include,  among
others, key financial ratios, levels of classified assets, and independent audit
findings.  In the case of an Option  intended to qualify as an  Incentive  Stock
Option,  to the extent  required by Section 422 of the Code,  the aggregate Fair
Market  Value  (determined  as of the time the Option is  granted) of the Common
Stock with respect to which  Incentive Stock Options granted are exercisable for
the first time by the  Participant  during any calendar year (under all plans of
the   Participant's   employer   corporation   and  its  parent  and  subsidiary
corporations)  shall not exceed $100,000.  The provisions of this Section 8.1(d)
shall be construed and applied in accordance with Section 422(d) of the Code and
the regulations, if any, promulgated thereunder.

     (e) Term of Options.  The term during which each Incentive Stock Option may
be exercised  shall be  determined  by the  Committee,  but in no event shall an

                                       6
Incentive  Stock  Option be  exercisable  in whole or in part more than 10 years
from the Date of Grant.  If any Employee,  at the time an Incentive Stock Option
is granted to him,  owns Common  Stock  representing  more than 10% of the total
combined voting power of the Bank or its Affiliates (or, under Section 424(d) of
the Code, is deemed to own Common Stock  representing more than 10% of the total
combined  voting  power of all such  classes of Common  Stock,  by reason of the
ownership of such classes of Common Stock, directly or indirectly, by or for any
brother,  sister, spouse,  ancestor or lineal descendent of such Employee, or by
or for any corporation, partnership, estate or trust of which such Employee is a
shareholder,  partner or beneficiary), the Incentive Stock Option granted to him
or her shall not be exercisable after the expiration of five years from the Date
of Grant.  No Incentive  Stock  Option  granted  under the Plan is  transferable
except by will or the laws of descent and distribution and is exercisable during
his lifetime only by the Employee to which it is granted.

     The Committee shall determine the date on which each Incentive Stock Option
shall become  exercisable  and may provide that an Incentive  Stock Option shall
become  exercisable in installments.  The shares comprising each installment may
be  purchased  in whole or in part at any time  after such  installment  becomes
purchasable, provided that the amount able to be first exercised in a given year
is consistent  with the terms of Section 422 of the Code. The Committee,  in its
sole discretion,  may accelerate or extend the time at which any Incentive Stock
Option may be exercised in whole or in part; provided that it is consistent with
the terms of Section 422 of the Code. Notwithstanding the above, in the event of
a Change in Control,  all  Incentive  Stock  Options  shall  become  immediately
exercisable  unless the Fair Market Value of the amount  exercisable as a result
of a Change in  Control  shall  exceed  $100,000  (determined  as of the date of
grant). In such event, the first $100,000 of Incentive Stock Options (determined
as of the date of grant) shall be exercisable as Incentive Stock Options and any
excess shall be exercisable as Nonstatutory Stock Options.

     (f)  Termination  of  Employment.  Upon the  termination  of an  Employee's
employment for any reason other than Normal  Retirement,  Disability,  Change in
Control,  death,  or Termination  for Cause,  his or her Incentive Stock Options
shall be exercisable only as to those shares that were  immediately  purchasable
by him at the  date of  termination  and  only  for a  period  of  three  months
following  termination.  In the event of Termination for Cause, all rights under
his or her Incentive Stock Options shall expire upon termination.

     In the event of termination of an Employee's  employment due to a Change in
Control or Normal Retirement,  death or Disability,  all Incentive Stock Options
held by such  Employee,  whether  or not  exercisable  at such  time,  shall  be
exercisable  by  such  Employee  (or  in  the  event  of his  death,  his  legal
representative  or beneficiary) for one year following the date of his cessation
of employment;  provided,  however,  that to the extent  prohibited by law, such
Options  shall not be eligible for  treatment as Incentive  Stock Options in the
event such Options are exercised more than three months following the Employee's
cessation of employment. In no event shall the exercise period extend beyond the
expiration of the Incentive Stock Option term.

     (g)  Compliance  with Code.  The Options  granted  under this Section 8 are
intended to qualify as Incentive Stock Options within the meaning of Section 422
of the Code,  but the Bank  makes no  warranty  as to the  qualification  of any
Option as an  Incentive  Stock  Option  within the meaning of Section 422 of the
Code. If an Option granted  hereunder  fails for whatever  reason to comply with
the  provisions  of Section 422 of the Code and such failure is not or cannot be
cured, such Option shall be a Nonstatutory Stock Option.

9.       Limited Rights

         9.1      Grant of Limited Rights

     The Committee may grant a Limited  Right  simultaneously  with the grant of
any Option to any Employee with respect to all or some of the shares  covered by
such Option.  Limited Rights granted under the Plan are subject to the following
terms and conditions:

     (a) Terms of Rights.  In no event shall a Limited Right be  exercisable  in
whole or in part before the  expiration  of six months from the date of grant of
the  Limited  Right.  A Limited  Right may be  exercised  only in the event of a
Change in Control.

                                       7
The  Limited  Right may be  exercised  only when the  underlying  Option is
eligible to be exercised,  provided that the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise  price of the related
Option.

     Upon  exercise of a Limited  Right,  the related  Option  shall cease to be
exercisable.  Upon exercise or  termination  of an Option,  any related  Limited
Rights shall  terminate.  The Limited Rights may be for no more than 100% of the
difference  between the  exercise  price and the Fair Market Value of the Common
Stock subject to the underlying  Option.  The Limited Right is transferable only
when the underlying Option is transferable and under the same conditions.

     (b) Payment.  Upon exercise of a Limited  Right,  the holder shall promptly
receive from the Bank an amount of cash equal to the difference between the Fair
Market  Value on the Date of Grant of the  related  Option  and the Fair  Market
Value of the  underlying  shares  on the date the  Limited  Right is  exercised,
multiplied  by the number of shares with respect to which such Limited  Right is
being exercised. In the event of a Change of Control in which pooling accounting
treatment  is a  condition  to the  transaction,  the  Limited  Right  shall  be
exercisable  solely for shares of stock of the Bank, or in the event of a merger
transaction,  for  shares  of  the  acquiring  corporation,  or its  parent,  as
applicable.  The number of shares to be received on the exercise of such Limited
Right shall be  determined  by dividing  the amount of cash that would have been
available under the first sentence above by the Fair Market Value at the time of
exercise of the shares underlying the Option subject to the Limited Right.

10.      Surrender of Option

     In the event of a Participant's termination of employment or termination of
service as a result of death or  Disability,  the  Participant  (or his personal
representative(s),  heir(s),  or  devisee(s))  may, in a form  acceptable to the
Committee, make application to surrender all or part of the Options held by such
Participant  in exchange  for a cash payment from the Bank of an amount equal to
the difference  between the Fair Market Value of the Common Stock on the date of
termination  of  employment  or service and the exercise  price per share of the
Option  on the Date of Grant.  Whether  the Bank  accepts  such  application  or
determines to make payment, in whole or part, is within its sole discretion,  it
being  expressly  understood  that  the  Bank  is  under  no  obligation  to any
Participant  to make such  payments.  In the event  that the Bank  accepts  such
application and determines to make payment, such payment shall be in lieu of the
exercise of the underlying Option and such Option shall cease to be exercisable.

11.      Rights of a Shareholder; Non-transferability

     A  Participant  shall have no rights as a  shareholder  with respect to any
shares covered by a Non-statutory  and/or  Incentive Stock Option until the date
of issuance of a stock  certificate  for such shares.  Nothing in the Plan or in
any Award  granted  confers on any person any right to continue in the employ of
the Bank or its  Affiliates  or to continue to perform  services for the Bank or
its  Affiliates  or  interferes  in any way  with  the  right of the Bank or its
Affiliates  to  terminate  his or her services as an Employee or Director at any
time.

     No Award under the Plan shall be transferable by the optionee other than by
will or the laws of descent and  distribution  and may only be exercised  during
his or her lifetime by the Participant, or by a guardian or legal representative
of the Participant.

12.      Agreement with Participants

     Each Award of Options and/or Limited Rights shall be evidenced by a written
agreement,  executed  by the  Participant  and the Bank or its  Affiliates  that
describes the conditions  for receiving the Awards  including the date of Award,
the  purchase  price  if any,  applicable  periods,  and  any  other  terms  and
conditions as may be required by the Board or applicable securities law.

13.      Designation of Beneficiary

     A Participant, with the consent of the Committee, may designate a person or
persons to receive, in the event of death, any Option or Limited Rights Award to

                                       8
which he or she would then be entitled. Such designation will be made upon forms
supplied  by and  delivered  to the Bank and may be  revoked  in  writing.  If a
Participant fails  effectively to designate a Beneficiary,  then his estate will
be deemed to be the Beneficiary.

14.      Dilution and Other Adjustments

     In the event of any  change in the  outstanding  shares of Common  Stock by
reason of any stock  dividend  or split,  recapitalization,  pro-rata  return of
capital to all shareholders,  merger, consolidation,  spin-off,  reorganization,
combination or exchange of shares,  or other similar  corporate change, or other
increase or decrease in such shares without receipt or payment of consideration,
the Committee  will make such  adjustments  to  previously  granted  Awards,  to
prevent dilution or enlargement of the rights of the Participant,  including any
or all of the following:

(a)  adjustments in the aggregate  number or kind of shares of Common Stock that
     may be awarded under the Plan; (b)  adjustments in the aggregate  number or
     kind of shares of Common  Stock  covered by Awards  already  made under the
     Plan; or

(c)  subject to Section 8.1(b), adjustments in the purchase price of outstanding
     Incentive and/or Nonstatutory Stock Options, or any Limited Rights attached
     to such options.

     No such adjustments,  however,  may change materially the value of benefits
available to a Participant under a previously  granted Award. No such adjustment
shall be made if it would be considered a modification  of the Option within the
meaning of Section 424 of the Code.

15.      Limitations upon Exercise of Options

     Notwithstanding  any other  provision  of the Plan,  so long as the Company
remains in the mutual form of organization and so long as any applicable statute
or regulation requires the Company to own at least a majority of the outstanding
shares of Common Stock, an Option granted under the Plan may not be exercised if
the exercise of such an Option  would  result in the Company  owning less than a
majority  of the Common  Stock.  Nothing  herein  shall  preclude  the Bank from
issuing additional authorized but unissued shares of Common Stock to the Company
to allow for the exercise of options that would  otherwise  have resulted in the
Company owning less than a majority of the Common Stock.

16.      Treatment of Options in the Event of a Conversion Transaction

     In the  event  that the  Company  converts  to stock  form in a  Conversion
Transaction,  any Options outstanding shall, at the option of the holder, (i) be
convertible into Options for common stock of the Stock Holding Company,  or (ii)
if  vested,  be  exercised  by the  holder  prior to the  effective  date of the
Conversion Transaction and the holder shall be entitled to exchange, in the same
manner as other  minority  stockholders  of the Bank, the shares of Common Stock
received  upon such  exercise  for shares of common  stock of the Stock  Holding
Company.  If for any reason such  options are not to be converted or such shares
are not  exchanged,  the holders of Options  under the Plan shall  receive  cash
payment for the shares of Common Stock  represented  by the Options in an amount
equal to the Fair Market Value of the underlying Options or the initial offering
price of the  common  stock of the Stock  Holding  Company  for which the Common
Stock  underlying  the Option would  otherwise be  exchanged,  less the original
exercise  price of such  Options  and,  with  respect to Options  that have been
exercised,  the Stock  Holding  Company shall redeem such shares for cash in the
same manner as such  redemption  would occur for other minority  stockholders of
the Bank. Any exchange,  conversion of Options, or cash payment for shares shall
be subject to  applicable  federal  and state  regulations  and,  if  necessary,
subject to the approval of the appropriate regulatory authorities.

17.      Withholding

     There may be deducted  from each  distribution  of cash and/or Common Stock
under the Plan the amount of tax  required by any  governmental  authority to be
withheld.

                                       9
18.      Amendment of the Plan

     The Board may at any time, and from time to time,  modify or amend the Plan
in any respect; provided,  however, that if necessary to continue to qualify the
Plan under the Securities and Exchange  Commission Rule 16b-3, the approval by a
majority of the shares of Common Stock  represented  in person or by proxy at an
annual  or  special  meeting  of  the  Bank  shall  be  required  for  any  such
modification or amendment that:

(a)  increases  the  maximum  number of shares for which  Options may be granted
     under the Plan (subject, however, to the provisions of Section 14);

(b)  reduces  the  exercise  price  at which  Awards  may be  granted  (subject,
     however, to the provisions of Sections 7, 8, and 14;

(c)  extends the period during which Options may be granted or exercised  beyond
     the times originally  prescribed  (subject,  however,  to the provisions of
     Sections 7 and 8; or

(d)  changes the persons eligible to participate in the Plan.

     Failure to ratify or approve amendments or modifications to subsections (a)
through (d) of this Section 18 by shareholders shall be effective only as to the
specific   amendment  or  modification   requiring  such   ratification.   Other
provisions,  sections, and subsections of the Plan will remain in full force and
effect.

     No such  termination,  modification or amendment may affect the rights of a
Participant under an outstanding Award.

19.      Approval by Stockholders

     The Plan shall be approved by stockholders of the Bank. No Options shall be
granted pursuant to the Plan prior to such stockholder approval.

20.      Effective Date of Plan

     The  Plan  shall  become  effective  upon the date  adopted  by the  Board,
following the approval of stockholders.

21.      Termination of the Plan

     The right to grant Awards under the Plan will terminate upon the earlier of
ten (10) years  after the  Effective  Date or the date on which the  exercise of
Options or related rights  equaling the maximum number of shares  reserved under
the Plan occurs as set forth in Section 5. The Board has the right to suspend or
terminate the Plan at any time;  provided that no such action will,  without the
consent of a Participant, affect adversely his rights under a previously granted
Award.

22.      Applicable Law

     The Plan will be  administered  in accordance with federal law and the laws
of the State of Illinois.

Adopted April 23, 1996

                                       10
ATTEST:                                        JACKSONVILLE SAVINGS BANK

/s/ Roger McKinney                        By: /s/ Andrew F. Applebee
-----------------------                   -------------------------------------
Corporate Secretary                            Chief Executive Officer

                                              JACKSONVILLE BANCORP, M.H.C.

/s/ Roger McKinney                        By: /s/ Andrew F. Applebee
-----------------------                   -------------------------------------
Corporate Secretary                            Chief Executive Officer
April 23, 1996
Date Approved by Stockholders
Exhibit 10.2
JACKSONVILLE SAVINGS BANK
                             2001 STOCK OPTION PLAN

1.       Purpose

     The purpose of the 2001 Stock  Option  Plan (the  "Plan") is to advance the
interests of Jacksonville  Savings Bank (the "Company") and its  stockholders by
providing  Employees  and Outside  Directors of the Company and its  Affiliates,
upon whose  judgment,  initiative  and  efforts  the  successful  conduct of the
business of the Company and its Affiliates  largely depends,  with an additional
incentive  to  perform  in a  superior  manner as well as to  attract  people of
experience and ability.

2.       Definitions

     "Affiliate" means any "parent  corporation" or "subsidiary  corporation" of
the  Company,   as  such  terms  are  defined  in  Section   424(e)  or  424(f),
respectively,  of the Code, or a successor to a parent corporation or subsidiary
corporation.

     "Award" means an Award of  Non-Statutory  Stock  Options,  Incentive  Stock
Options,  Limited  Rights,  Reload Options  and/or  Dividend  Equivalent  Rights
granted under the provisions of the Plan.

     "Beneficiary"  means the person or persons  designated by a Participant  to
receive any benefits  payable under the Plan in the event of such  Participant's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary  shall be the  Participant's  surviving spouse, if
any, or if none, his estate.

     "Board"  or  "Board of  Directors"  means  the  board of  directors  of the
Company, unless otherwise noted herein.

     "Cause"  means  personal  dishonesty,  willful  misconduct,  any  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  or the willful  violation of any law,  rule or  regulation  (other than
traffic violations or similar offenses) or a final  cease-and-desist  order, any
of which results in a material loss to the Company or an Affiliate.

         "Change in Control" means:

     (1)(i) a reorganization,  merger, merger conversion,  consolidation or sale
of all  or  substantially  all  of  the  assets  of  the  Company  or a  similar
transaction in which the Company is not the resulting  entity;  (ii) individuals
who  constitute the Board of Directors of the Company as of the date hereof (the
"Incumbent  Board"),  cease for any  reason to  constitute  at least a  majority
thereof,  provided  that any person  becoming a director  subsequent to the date
hereof whose  election was approved by a vote of at least  three-fourths  of the
directors  composing the Incumbent Board or whose nomination for election by the
Company's  stockholders or members was approved by the same nominating committee
serving  under  an  Incumbent  Board  shall  be for  purposes  of  this  section
considered  as  though  he were a member  of the  Incumbent  Board;  or (iii) an
acquisition  of "control" of the Company as defined by the Home Owners Loan Act,
as amended,  and applicable rules and regulations  promulgated  thereunder as in
effect at the time of the Change in Control (collectively,  the "HOLA"), (iv) an
acquisition  of control of the Company or more than 25% of the  Company's  stock
requiring submission of an application or notice under the HOLA, or (v) a mutual
to stock conversion of the Mutual Holding Company.

     (2) In the event the Mutual Holding  Company  converts from the mutual form
of organization to the stock form of organization  (the "Stock Holding Company")
in a second step conversion at any time subsequent to the initial effective date
of this  Plan,  a  "Change  in  Control"  shall  occur on the date the  board of
directors of the Mutual Holding  Company adopts the plan of conversion  relating
to such transaction. For persons who begin service after such date, a "Change in
Control"  shall  mean a change in control  of the  Company or the Stock  Holding
Company of a nature  that:  (i) would be  required to be reported in response to

1
Item 1a of the  current  report  on Form 8-K,  as in effect on the date  hereof,
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Exchange  Act");  or (ii)  results in a change in control of the Company or the
Stock  Holding  Company  within  the  meaning  of the  HOLA;  or  (iii)  without
limitation,  such a change in control  shall be deemed to have  occurred at such
time as (a) any "person" (as such term is used in Section 13(d) and 14(d) of the
Exchange  Act) is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company or
the Stock  Holding  Company  representing  25% or more of the Company's or Stock
Holding Company's outstanding  securities ordinarily having the right to vote at
the election of directors,  except for any  securities of the Company  issued to
the Stock  Holding  Company  in  connection  with the  Reorganization  and Stock
Offering  pursuant to the Stock Holding  Company's  Plan of  Reorganization  and
Stock  Issuance and  securities  purchased by the Company's or the Stock Holding
Company's  employee stock benefit plans;  or  (b)individuals  who constitute the
board of  directors of the Company or the Stock  Holding  Company of the date on
the second step conversion  (also referred to as the "Incumbent  Board"),  cease
for any reason to  constitute  at least a majority  thereof,  provided  that any
person becoming a director  subsequent to the date of the second step conversion
whose election was approved by a vote of at least three-fourths of the directors
composing the Incumbent Board or whose  nomination for election by the Company's
or Stock  Holding  Company's  stockholders  or members was  approved by the same
nominating  committee  serving under an Incumbent Board shall be for purposes of
this section  considered as though he were a member of the Incumbent  Board;  or
(c) a reorganization, merger, consolidation, sale of all or substantially all of
the assets of the Company or the Stock Holding  Company or similar  transaction;
(d) a proxy statement is distributed that solicits proxies from  stockholders of
the Stock Holding Company,  by someone other than the current  management of the
Stock Holding Company, seeking stockholder approval of a plan of reorganization,
merger or  consolidation  of the Company or the Stock Holding Company or similar
transaction  with one or more  corporations as a result of which the outstanding
shares of the class of securities then subject to such plan are exchanged for or
converted  into cash or property or securities  not issued by the Company or the
Stock  Holding  Company;  or (e) a tender offer is made pursuant to which 25% or
more of the  outstanding  securities of the Company of the Stock Holding Company
are acquired.

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

     "Committee" means the Stock Benefits Committee  consisting of either (i) at
least two Non-Employee Directors of the Company, or (ii) the entire Board of the
Company.

     "Common  Stock" means shares of the common stock of the Company,  par value
$1.00 per share.

     "Company" means Jacksonville Savings Bank or a successor corporation.

     "Continuous  Service" means  employment as an Employee and/or service as an
Outside  Director  without any  interruption  or termination of such  employment
and/or service. Continuous Service shall also mean a continuation as a member of
the Board of Directors  following a cessation of employment  as an Employee.  In
the case of an Employee,  employment shall not be considered  interrupted in the
case of sick leave,  military leave or any other approved leave of absence or in
the case of transfers between payroll locations of the Company, its subsidiaries
or its successor.

     "Date of Grant"  means the actual  date on which an Award is granted by the
Committee.

     "Director" means a member of the Board.

     "Disability" means the permanent and total inability by reason of mental or
physical  infirmity,  or both,  of an employee  to perform the work  customarily
assigned  to him,  or of a  Director  or  Outside  Director  to  serve  as such.
Additionally,  in the case of an employee, a medical doctor selected or approved
by the Board  must  advise  the  Committee  that it is either  not  possible  to
determine when such Disability  will terminate or that it appears  probable that
such  Disability  will be  permanent  during the  remainder  of said  employee's
lifetime.

     "Dividend  Equivalent  Rights" means the right to receive an amount of cash
based upon the terms set forth in Section 11 hereof.

                                       2
"Effective  Date" means the date of, or a date  determined  by the Board of
Directors following, approval of the Plan by the Company's stockholders.

     "Employee" means any person who is currently  employed by the Company or an
Affiliate who is chosen by the Committee to participate in the Plan.

     "Fair Market Value" means, when used in connection with the Common Stock on
a certain  date,  the reported  closing price of the Common Stock as reported by
the Nasdaq  stock  market on the day prior to such date,  or if the Common Stock
was not traded on the day prior to such date, on the next preceding day on which
the Common Stock was traded; provided,  however, that if the Common Stock is not
reported on the Nasdaq  stock  market,  Fair Market Value shall mean the average
sale  price of all  shares  of  Common  Stock  sold  during  the  30-day  period
immediately preceding the date on which such stock option was granted, and if no
shares of stock have been sold within such 30-day period, the average sale price
of the  last  three  sales  of  Common  Stock  sold  during  the  90-day  period
immediately  preceding  the date on which such stock option was granted.  In the
event Fair Market Value cannot be determined in the manner described above, then
Fair  Market  Value shall be  determined  by the  Committee.  The  Committee  is
authorized, but is not required, to obtain an independent appraisal to determine
the Fair Market Value of the Common Stock.

     "Incentive  Stock  Option"  means an Option  granted by the Committee to an
Employee,  which Option is designated as an Incentive  Stock Option  pursuant to
Section 8.

     "Limited Right" means the right to receive an amount of cash based upon the
terms set forth in Section 9.

     "Mutual Holding Company" means Jacksonville Bancorp, M.H.C.

     "Non-Statutory  Stock Option"  means an Option  granted by the Committee to
(i) an Outside Director or (ii) any other  Participant and such Option is either
(A) not designated by the Committee as an Incentive  Stock Option,  or (B) fails
to satisfy the requirements of an Incentive Stock Option as set forth in Section
422 of the Code and the regulations thereunder.

     "Non-Employee Director" means, for purposes of the Plan, a Director who (a)
is  not  employed  by  the  Company  or  an  Affiliate;  (b)  does  not  receive
compensation  directly or indirectly as a consultant  (or in any other  capacity
than as a Director)  greater  than  $60,000;  (c) does not have an interest in a
transaction  requiring disclosure under Item 404(a) of Regulation S-K; or (d) is
not engaged in a business  relationship  for which  disclosure would be required
pursuant to Item 404(b) of Regulation S-K.

     "Normal Retirement" means retirement from employment or service on or after
any of the  following:  (i) the  attainment  of age 65 by an Employee or Outside
Director,  (ii)  the  attainment  of age 55 and the  completion  of 15  years of
employment  or  service  as an  Employee  or  Outside  Director;  or  (iii)  the
completion  of 25 years of  employment  or  service  as an  Employee  or Outside
Director.

     "Outside  Director"  means a Director of the Company or an Affiliate who is
not an employee of the Company or an Affiliate.

     "Option" means an Award granted under Section 7 or Section 8.

     "Participant"  means an Employee or Outside  Director of the Company or its
Affiliates who receives or has received an award under the Plan.

     "Reload  Option" mean a number of options to acquire shares of Common Stock
equivalent  to the  number of  shares  (i) used by a  Participant  to pay for an
Option,  or (ii) deducted from any  distribution  in order to satisfy income tax
required to be withheld, based upon the terms set forth in Section 18.

     "Right" means a Limited Right or a Dividend Equivalent Right.

                                       3
"Termination  for Cause" means the termination of employment or termination
of service on the Board caused by the individual's personal dishonesty,  willful
misconduct,  any breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties,  or the willful  violation of any law, rule or
regulation  (other than  traffic  violations  or similar  offenses),  or a final
cease-and-desist  order, any of which results in material loss to the Company or
one of its Affiliates.

3.       Plan Administration Restrictions

     The  Plan  shall  be  administered  by  the  Committee.  The  Committee  is
authorized,  subject to the  provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper  administration of the Plan and
to make whatever  determinations and interpretations in connection with the Plan
it deems necessary or advisable.  All determinations and interpretations made by
the Committee  shall be binding and conclusive on all  Participants  in the Plan
and on their legal representatives and beneficiaries. All transactions involving
a grant, award or other acquisition from the Company shall:

(a)  be approved by the Company's full Board or by the Committee; or

(b)  be approved,  or ratified,  in  compliance  with Section 14 of the Exchange
     Act, by either:  the  affirmative  vote of the holders of a majority of the
     securities  present,  or represented and entitled to vote at a meeting duly
     held in  accordance  with the laws of the  state in which  the  Company  is
     incorporated;  or the  written  consent of the holders of a majority of the
     securities of the issuer  entitled to vote provided that such  ratification
     occurs no later than the date of the next annual  meeting of  shareholders;
     or

(c)  result in the acquisition of an Option or Limited Right that is held by the
     Participant  for a  period  of  six  months  following  the  date  of  such
     acquisition.

4.       Types of Awards

     Awards  under the Plan may be granted in any one or a  combination  of: (a)
Incentive Stock Options;  (b) Non-Statutory  Stock Options;  (c) Limited Rights;
(d) Reload Options; and (e) Dividend Equivalent Rights.

5.       Stock Subject to the Plan

     Subject to  adjustment  as provided  in Section  17, the maximum  number of
shares reserved for issuance under the Plan is 87,100 shares. To the extent that
Options or Rights granted under the Plan are exercised,  the shares covered will
be  unavailable  for future  grants  under the Plan;  to the extent that Options
together with any related Rights granted under the Plan terminate, expire or are
forfeited  without  having  been  exercised  or, in the case of  Limited  Rights
exercised for cash, new Awards may be made with respect to these shares.

6.       Eligibility

     Employees  of the Company and its  Affiliates  shall be eligible to receive
Incentive Stock Options,  Non-Statutory  Stock Options,  Limited Rights,  Reload
Options,  and/or Dividend  Equivalent  Rights under the Plan.  Outside Directors
shall be eligible to receive Non-Statutory Stock Options, Reload Options, and/or
Dividend Equivalent Rights under the Plan.

7.       Non-Statutory Stock Options

     The Committee may, from time to time, grant  Non-Statutory Stock Options to
eligible  Employees and Outside Directors.  Non-Statutory  Stock Options granted
under the Plan,  including  Non-Statutory  Stock Options granted in exchange for
and upon surrender of previously  granted  Awards,  are subject to the terms and
conditions  set forth in this Section 7. The maximum number of shares subject to
a Non-Statutory  Option that may be awarded under the Plan to any Employee shall
be 20,000.

                                       4
(a) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between  the  Company and the  Participant  specifying  the number of
shares of Common Stock that may be acquired  through its exercise and containing
such other terms and conditions that are not inconsistent  with the terms of the
Plan.

     (b) Price.  The purchase price per share of Common Stock  deliverable  upon
the exercise of each  Non-Statutory  Stock Option shall be the Fair Market Value
of the Common Stock of the Company on the Date of Grant. Shares may be purchased
only upon full payment of the purchase price.  Payment of the purchase price may
be made,  in whole or in part,  through  the  surrender  of shares of the Common
Stock of the Company at the Fair Market Value of such shares  determined  in the
manner described in Section 2.

     (c) Vesting.  Unless the Committee shall specifically state to the contrary
at the  time an  Award  is  granted,  Non-Statutory  Stock  Options  awarded  to
Employees and Outside  Directors  shall vest at the rate of 20% of the initially
awarded amount per year, commencing with the vesting of the first installment on
the Date of Grant,  and succeeding  installments on each anniversary of the Date
of Grant. No Options shall become vested by a Participant unless the Participant
maintains  Continuous  Service until the vesting date of such Option,  except as
set forth herein. Notwithstanding any other provision of this Plan, in the event
of a Change in Control of the Company, all Non-Statutory Stock Options that have
been awarded shall immediately vest.

     (d)  Exercise of Options.  A vested  Option may be  exercised  from time to
time,  in whole or in part,  by  delivering a written  notice of exercise to the
President or Chief  Executive  Officer of the  Company,  or his  designee.  Such
notice  shall be  irrevocable  and must be  accompanied  by full  payment of the
purchase  price in cash or shares of Common  Stock at the Fair  Market  Value of
such shares,  determined on the exercise date in the manner described in Section
2 hereof. If previously  acquired shares of Common Stock are tendered in payment
of all or part  of the  exercise  price,  the  value  of such  shares  shall  be
determined as of the date of such exercise.

     (e) Amount of Awards.  Non-Statutory  Stock  Options  may be granted to any
Employee or Outside  Director in such amounts as  determined  by the  Committee,
subject to the requirements of Section 7 above. In granting  Non-Statutory Stock
Options,  the Committee shall consider such factors as it deems relevant,  which
factors may  include,  among  others,  the position  and  responsibility  of the
Employee or Outside Director, the length and value of his service to the Company
or the Affiliate, the compensation paid to the Employee or Outside Director, and
the  Committee's  evaluation of the performance of the Company or the Affiliate,
according to measurements that may include,  among others, key financial ratios,
level of classified assets and independent audit findings.

     (f) Term of Options.  Unless the Committee determines  otherwise,  the term
during which  Non-Statutory  Stock Options  granted to Outside  Directors may be
exercised  shall not exceed ten years and one day from the Date of Grant.  In no
event shall a Non-Statutory Stock Option be exercisable in whole or in part more
than ten years and one day from the Date of Grant.  The  Committee  may,  in its
sole discretion, accelerate the time during which any Non-Statutory Stock Option
vests in whole or in part to the Employees and/or Outside Directors.

     (g)  Termination  of  Employment  or Service.  Upon the  termination  of an
Employee's  employment or upon termination of an Outside  Director's service for
any reason other than, Normal Retirement,  death, Disability,  Change in Control
or Termination for Cause, the Participant's Non-Statutory Stock Options shall be
exercisable  only as to those shares that were  immediately  purchasable  on the
date of termination and only for one year following termination. In the event of
Termination  for Cause,  all rights under a  Participant's  Non-Statutory  Stock
Options  shall  expire  upon  termination.  In the  event  of the  Participant's
termination  of  employment  or  service  due to  Normal  Retirement,  death  or
Disability,   or   coincident   with  or  following  a  Change  in  Control  all
Non-Statutory  Stock Options held by the  Participant,  whether or not vested at
such time,  shall vest and become  exercisable  by the  Participant or his legal
representative  or  beneficiaries  for  five  years  following  the date of such
termination,  death or cessation of employment  or service,  provided that in no
event shall the period extend beyond the expiration of the  Non-Statutory  Stock
Option term.

                                       5
(h)   Transferability.   In  the  discretion  of  the  Board,  all  or  any
Non-Statutory  Stock  Option  granted  hereunder  may  be  transferable  by  the
Participant  once the Option has vested in the Participant,  provided,  however,
that the Board may limit the  transferability  of such  Option or  Options  to a
designated class or classes of persons.

8.       Incentive Stock Options

     The Committee  may,  from time to time,  grant  Incentive  Stock Options to
Employees. Incentive Stock Options granted pursuant to the Plan shall be subject
to the following terms and conditions:

     (a) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Company and the Employee  specifying the number of shares
of Common Stock that may be acquired  through its exercise and  containing  such
other terms and conditions that are not inconsistent with the terms of the Plan.

     (b) Price.  Subject to Section 17 of the Plan and  Section 422 of the Code,
the purchase  price per share of Common Stock  deliverable  upon the exercise of
each Incentive Stock Option shall be not less than 100% of the Fair Market Value
of the Company's Common Stock on the date the Incentive Stock Option is granted.
However,  if an  Employee  owns  stock  possessing  more  than 10% of the  total
combined  voting power of all classes of stock of the Company or its  Affiliates
(or under Section  424(d) of the Code is deemed to own stock  representing  more
than 10% of the  total  combined  voting  power of all  classes  of stock of the
Company or its  Affiliates  by reason of the ownership of such classes of stock,
directly or  indirectly,  by or for any  brother,  sister,  spouse,  ancestor or
lineal descendent of such Employee,  or by or for any corporation,  partnership,
estate  or  trust  of  which  such  Employee  is  a   shareholder,   partner  or
Beneficiary),  the purchase price per share of Common Stock deliverable upon the
exercise of each Incentive  Stock Option shall not be less than 110% of the Fair
Market  Value of the  Company's  Common  Stock on the date the  Incentive  Stock
Option  is  granted.  Shares  may be  purchased  only upon  payment  of the full
purchase price.  Payment of the purchase price may be made, in whole or in part,
through the  surrender  of shares of the Common Stock of the Company at the Fair
Market Value of such shares,  determined  on the  exercise  date,  in the manner
described in Section 2.

     (c) Vesting. Incentive Stock Options granted under the Plan shall vest in a
Participant  at the  rate or  rates  determined  by the  Committee.  Unless  the
Committee  shall  specifically  state  to the  contrary  at the time an Award is
granted,  Incentive Stock Options awarded to Employees shall vest at the rate of
20% of the initially  awarded amount per year commencing with the vesting of the
first  installment  on the Date of Grant,  and succeeding  installments  on each
anniversary of the Date of Grant.  Notwithstanding  any other provisions of this
plan, in the event of a Change in Control of the Company,  all  Incentive  Stock
Options that have been awarded shall immediately vest.

     (d) Exercise of Options. Vested Options may be exercised from time to time,
in whole or in part, by delivering a written  notice of exercise to the Chairman
or President of the Company,  or his designee.  Such notice is  irrevocable  and
must be  accompanied  by full payment of the exercise price in cash or shares of
Common Stock at the Fair Market Value of such shares  determined on the exercise
date by the manner described in Section 2.

     The Options  comprising  each  installment  may be exercised in whole or in
part at any time after such installment becomes vested, provided that the amount
able to be first  exercised  in a given  year is  consistent  with the  terms of
Section 422 of the Code. To the extent  required by Section 422 of the Code, the
aggregate  Fair Market Value  (determined  at the time the Option is granted) of
the Common Stock for which Incentive Stock Options are exercisable for the first
time by a  Participant  during any calendar year (under all plans of the Company
and its Affiliates) shall not exceed $100,000.

     The Committee may, in its sole discretion, accelerate the time at which any
Incentive Stock Option may be exercised in whole or in part, provided that it is
consistent with the terms of Section 422 of the Code. Notwithstanding the above,
in the event of a Change in Control of the Company,  all Incentive Stock Options
that have been awarded shall become immediately exercisable,  provided, however,
that if the aggregate  Fair Market Value  (determined  at the time the Option is
granted)  of Common  Stock for which  Options are  exercisable  as a result of a
Change in Control,  together with the aggregate Fair Market Value (determined at
the time the Option is granted) of all other  Common  Stock for which  Incentive
Stock Options become exercisable  during such year,  exceeds $100,000,  then the
first $100,000 of Incentive  Stock Options  (determined as of the Date of Grant)
shall  be  exercisable  as  Incentive  Stock  Options  and any  excess  shall be
exercisable  as  Non-Statutory  Stock  Options (but shall remain  subject to the
provisions of this Section 8 to the extent permitted).

                                       6
(e)  Amounts  of  Awards.  Incentive  Stock  Options  may be granted to any
eligible Employee in such amounts as determined by the Committee;  provided that
the amount  granted  is  consistent  with the terms of Section  422 of the Code.
Notwithstanding  the above,  the maximum number of shares that may be subject to
an  Incentive  Stock  Option  awarded  under the Plan to any  Employee  shall be
20,000. In granting  Incentive Stock Options,  the Committee shall consider such
factors as it deems  relevant,  which  factors may include,  among  others,  the
position and  responsibilities  of the Employee,  the length and value of his or
her service to the  Company,  or the  Affiliate,  the  compensation  paid to the
Employee and the Committee's  evaluation of the  performance of the Company,  or
the Affiliate,  according to measurements  that may include,  among others,  key
financial ratios,  levels of classified  assets, and independent audit findings.
The provisions of this Section 8(e) shall be construed and applied in accordance
with  Section  422(d)  of the  Code  and the  regulations,  if any,  promulgated
thereunder.

     (f) Terms of Options. The term during which each Incentive Stock Option may
be exercised  shall be determined by the  Committee,  provided,  however,  in no
event shall an Incentive  Stock Option be  exercisable  in whole or in part more
than 10 years from the Date of Grant. If any Employee,  at the time an Incentive
Stock  Option is granted to him,  owns stock  representing  more than 10% of the
total  combined  voting  power of all  classes  of stock of the  Company  or its
Affiliate  (or,  under  Section  424(d)  of the  Code,  is  deemed  to own stock
representing  more than 10% of the total combined voting power of all classes of
stock,  by  reason of the  ownership  of such  classes  of  stock,  directly  or
indirectly, by or for any brother, sister, spouse, ancestor or lineal descendent
of such Employee, or by or for any corporation,  partnership, estate or trust of
which such Employee is a  shareholder,  partner or  Beneficiary),  the Incentive
Stock Option  granted to him shall not be  exercisable  after the  expiration of
five years from the Date of Grant.

     (g)  Termination  of  Employment.  Upon the  termination  of an  Employee's
service for any reason other than Normal Retirement, death, Disability, a Change
in Control,  or Termination  for Cause,  the Employee's  Incentive Stock Options
shall be exercisable only as to those shares that were  immediately  purchasable
by such Employee at the date of  termination  for a period of one year following
termination,  provided,  however,  that such Option  shall not be  eligible  for
treatment  as an  Incentive  Stock  Option in the event such Option is exercised
more than three months following termination.  Upon termination of an Employee's
employment  due to Normal  Retirement,  death,  Disability,  or coincident to or
following  a  Change  in  Control,  all  Incentive  Stock  Options  held by such
Employee,  whether or not  exercisable at such time,  shall be exercisable for a
period of five years following the date of his cessation of employment,  subject
to the limitations set forth in the second  paragraph of this subsection (g). In
the event of Termination  for Cause all rights under the Incentive Stock Options
shall expire upon termination.

     An Option shall not be eligible for treatment as an Incentive  Stock Option
in the event such Option is exercised more than three months  following the date
of a Participant's  Normal  Retirement or termination of employment  following a
Change in Control.  No Option  shall be eligible  for  treatment as an Incentive
Stock Option in the event such Option is exercised  more than one year following
termination of employment due to Disability.  In order to obtain Incentive Stock
Option treatment for Options exercised by heirs or devisees of an Optionee,  the
Optionee's  death must have  occurred  while  employed or within three months of
termination of employment.  In no event shall the exercise  period extend beyond
the expiration of the Incentive Stock Option term.

     (h)  Transferability.  No Incentive  Stock Option granted under the Plan is
transferable  except  by will or the laws of  descent  and  distribution  and is
exercisable during his lifetime only by the Employee to which it is granted.

     (i)  Compliance  with Code.  The options  granted  under this Section 8 are
intended to qualify as Incentive Stock Options within the meaning of Section 422
of the Code,  but the Company makes no warranty as to the  qualification  of any
Option as an  Incentive  Stock  Option  within the meaning of Section 422 of the
Code. If an Option granted  hereunder  fails for whatever  reason to comply with
the  provisions of Section 422 of the Code, and such failure is not or cannot be
cured, such Option shall be a Non-Statutory Stock Option.

                                       7
9.       Limited Rights

     The Committee may grant a Limited  Right  simultaneously  with the grant of
any Option to any  Employee of the  Company,  with respect to all or some of the
shares covered by such Option. Limited Rights granted under the Plan are subject
to the following terms and conditions:

     (a) Terms of Rights.  In no event shall a Limited Right be  exercisable  in
whole or in part before the  expiration  of six months from the date of grant of
the  Limited  Right.  A Limited  Right may be  exercised  only in the event of a
Change in Control.

     The  Limited  Right may be  exercised  only when the  underlying  Option is
eligible to be exercised,  provided that the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise  price of the related
Option.

     Upon  exercise of a Limited  Right,  the related  Option  shall cease to be
exercisable.  Upon exercise or  termination  of an Option,  any related  Limited
Rights shall  terminate.  The Limited Rights may be for no more than 100% of the
difference  between the  exercise  price and the Fair Market Value of the Common
Stock subject to the underlying  Option.  The Limited Right is transferable only
when the underlying Option is transferable and under the same conditions.

     (b) Payment.  Upon exercise of a Limited  Right,  the holder shall promptly
receive from the Company an amount of cash equal to the  difference  between the
Fair Market Value on the Date of Grant of the related Option and the Fair Market
Value of the  underlying  shares  on the date the  Limited  Right is  exercised,
multiplied  by the number of shares with respect to which such Limited  Right is
being  exercised.  In the  event of a Change  in  Control  in which  pooling  of
interests  accounting  treatment is a condition to the transaction,  the Limited
Right shall be exercisable solely for shares of stock of the Company,  or in the
event of a merger  transaction,  for shares of the acquiring  corporation or its
parent,  as  applicable.  The number of shares to be received on the exercise of
such Limited Right shall be determined by dividing the amount of cash that would
have been  available  under the first sentence above by the Fair Market Value at
the time of exercise of the shares  underlying the Option subject to the Limited
Right.

10.      Reload Option

     Simultaneously with the grant of any Option to a Participant, the Committee
may grant a Reload  Option with respect to all or some of the shares  covered by
such Option.  A Reload Option may be granted to a Participant  who satisfies all
or part of the  exercise  price of the Option  with  shares of Common  Stock (as
described in Section  13(c) below).  The Reload Option  represents an additional
Option to acquire  the same  number of shares of Common  Stock as is used by the
Participant to pay for the original  Option.  Reload Options may also be granted
to replace Common Stock  withheld by the Company for payment of a  Participant's
withholding  tax under Section 19. A Reload Option is subject to all of the same
terms and  conditions as the original  Option,  including  the remaining  Option
exercise term,  except that (i) the exercise price of the shares of Common Stock
subject to the Reload Option will be determined at the time the original  Option
is exercised and (ii) such Reload  Option will conform to all  provisions of the
Plan at the time the original Option is exercised.

11.      Dividend Equivalent Rights

     Simultaneously with the grant of any Option to a Participant, the Committee
may grant a Dividend  Equivalent Right with respect to all or some of the shares
covered by such Option.  Dividend  Equivalent Rights granted under this Plan are
subject to the following terms and conditions:

     (a) Terms of Rights. The Dividend Equivalent Right provides the Participant
with a cash benefit per share for each share underlying the unexercised  portion
of the related  Option  equal to the amount of any  extraordinary  dividend  (as
defined in Section 11(c)) per share of Common Stock declared by the Company. The
terms and conditions of any Dividend  Equivalent Right shall be evidenced in the

                                       8
Option  agreement  entered into with the Participant and shall be subject to the
terms and conditions of the Plan. The Dividend  Equivalent Right is transferable
only when the related Option is transferable and under the same conditions.

     (b) Payment. Upon the payment of an extraordinary dividend, the Participant
holding a Dividend  Equivalent Right with respect to Options or portions thereof
which have vested  shall  promptly  receive  from the Company the amount of cash
equal to the amount of the  extraordinary  dividend  per share of Common  Stock,
multiplied by the number of shares of Common Stock  underlying  the  unexercised
portion of the related Option. With respect to Options or portions thereof which
have not  vested,  the  amount  that would have been  received  pursuant  to the
Dividend  Equivalent  Right with respect to the shares  underlying such unvested
Option or portion thereof shall be paid to the Participant holding such Dividend
Equivalent Right together with earnings  thereon,  on such date as the Option or
portion thereof becomes vested. Payments shall be decreased by the amount of any
applicable tax withholding prior to distribution to the Participant as set forth
in Section 19.

     (c)   Extraordinary   Dividend.   For  purposes  of  this  Section  11,  an
extraordinary  dividend is any dividend paid on shares of Common Stock where the
rate of the dividend  exceeds the  Company's  weighted  average cost of funds on
interest-bearing liabilities for the current and preceding three quarters.

12.      Surrender of Option

     In the event of a Participant's termination of employment or termination of
service  as a result  of death or  Disability,  the  Participant  (or his or her
personal representative(s), heir(s), or devisee(s)) may, in a form acceptable to
the Committee  make  application to surrender all or part of the Options held by
such  Participant  in exchange  for a cash payment from the Company of an amount
equal to the difference between the Fair Market Value of the Common Stock on the
date of  termination  of employment or the date of termination of service on the
Board and the  exercise  price  per share of the  Option.  Whether  the  Company
accepts such  application  or determines  to make payment,  in whole or part, is
within its absolute and sole discretion,  it being expressly understood that the
Company  is under no  obligation  to any  Participant  whatsoever  to make  such
payments.  In the event that the Company accepts such application and determines
to make payment, such payment shall be in lieu of the exercise of the underlying
Option and such Option shall cease to be exercisable.

13.      Alternate Option Payment Mechanism

     The Committee has sole discretion to determine what form of payment it will
accept for the exercise of an Option.  The  Committee  may  indicate  acceptable
forms in the agreement with the Participant covering such Options or may reserve
its decision to the time of exercise.  No Option is to be  considered  exercised
until payment in full is accepted by the Committee or its agent.

     (a) Cash  Payment.  The exercise  price may be paid in cash or by certified
check. To the extent permitted by law, the Committee may permit all or a portion
of the exercise price of an Option to be paid through borrowed funds.

     (b) Cashless Exercise.  Subject to vesting requirements,  if applicable,  a
Participant may engage in a "cashless  exercise" of the Option.  Upon a cashless
exercise,  the Participant shall give the Company written notice of the exercise
of the Option together with an order to a registered broker-dealer or equivalent
third party,  to sell part or all of the Common Stock  subject to the Option and
to deliver  enough of the  proceeds  to the  Company to pay the Option  exercise
price and any applicable withholding taxes. If the Participant does not sell the
Common  Stock  subject  to the  Option  through a  registered  broker-dealer  or
equivalent  third party,  the Participant may give the Company written notice of
the  exercise of the Option and the third party  purchaser  of the Common  Stock
subject  to the  Option  shall pay the Option  exercise  price  plus  applicable
withholding taxes to the Company.

     (c)  Exchange of Common  Stock.  The  Committee  may permit  payment of the
Option  exercise price by the tendering of previously  acquired shares of Common
Stock.  All shares of Common Stock  tendered in payment of the exercise price of
an Option  shall be valued at the Fair  Market  Value of the  Common  Stock.  No
tendered shares of Common Stock which were acquired by the Participant  upon the
previous  exercise  of an Option or as awards  under a stock award plan (such as
the Company's  Recognition  and  Retention  Plan) shall be accepted for exchange
unless the  Participant has held such shares  (without  restrictions  imposed by
said plan or award) for at least six months prior to the exchange.

                                       9
14.      Rights of a Stockholder

     A  Participant  shall have no rights as a  stockholder  with respect to any
shares covered by a Non-Statutory  and/or  Incentive Stock Option until the date
of issuance of a stock  certificate  for such shares.  Nothing in the Plan or in
any Award  granted  confers on any person any right to continue in the employ of
the Company or its Affiliates or to continue to perform services for the Company
or its  Affiliates or interferes in any way with the right of the Company or its
Affiliates to terminate his services as an officer,  director or employee at any
time.

15.      Agreement with Participants

     Each Award of Options,  Reload  Options,  Limited  Rights,  and/or Dividend
Equivalent  Rights will be  evidenced  by a written  agreement,  executed by the
Participant  and the Company or its Affiliates that describes the conditions for
receiving  the  Awards,  including  the  date  of  Award,  the  purchase  price,
applicable periods, and any other terms and conditions as may be required by the
Board or applicable securities laws.

16.      Designation of Beneficiary

     A Participant may, with the consent of the Committee, designate a person or
persons to receive,  in the event of death, any Option,  Reload Option,  Limited
Rights Award, or Dividend  Equivalent Rights to which he would then be entitled.
Such  designation  will be made upon  forms  supplied  by and  delivered  to the
Company and may be revoked in writing.  If a Participant  fails  effectively  to
designate a Beneficiary, then his estate will be deemed to be the Beneficiary.

17.      Dilution and Other Adjustments

     In the event of any  change in the  outstanding  shares of Common  Stock by
reason of any  stock  dividend  or split,  pro rata  return  of  capital  to all
shareholders,   recapitalization,   or  any  merger,  consolidation,   spin-off,
reorganization,  combination or exchange of shares,  or other similar  corporate
change, or other increase or decrease in such shares, without receipt or payment
of  consideration  by the Company,  the Committee will make such  adjustments to
previously  granted Awards,  to prevent dilution or enlargement of the rights of
the Participant, including any or all of the following:

     (a)  adjustments in the aggregate  number or kind of shares of Common Stock
that may be awarded under the Plan;

     (b)  adjustments in the aggregate  number or kind of shares of Common Stock
covered by Awards already made under the Plan; or

     (c)  adjustments  in the purchase  price of  outstanding  Incentive  and/or
Non-Statutory Stock Options, or any Limited Rights attached to such Options.

     No such adjustments may,  however,  materially change the value of benefits
available to a Participant  under a previously  granted  Award.  With respect to
Incentive Stock Options,  no such adjustment shall be made if it would be deemed
a "modification" of the Award under Section 424 of the Code.

18.      Effect of a Change in Control on Option Awards

     In the  event  of a Change  in  Control,  the  Committee  and the  Board of
Directors  will take one or more of the following  actions to be effective as of
the date of such Change in Control:

                                       10
(a) provide that such Options shall be assumed, or equivalent options shall
be substituted ("Substitute Options") by the acquiring or succeeding corporation
(or an  affiliate  thereof),  provided  that:  (A) any such  Substitute  Options
exchanged for Incentive  Stock  Options shall meet the  requirements  of Section
424(a) of the Code,  and (B) the shares of stock  issuable  upon the exercise of
such  Substitute  Options shall be registered in accordance  with the Securities
Act of 1933,  as amended  ("1933 Act") or such  securities  shall be exempt from
such  registration  in accordance  with Sections  3(a)(2) or 3(a)(5) of the 1933
Act,  (collectively,  "Registered  Securities"),  or in the alternative,  if the
securities  issuable  upon the  exercise of such  Substitute  Options  shall not
constitute  Registered  Securities,  then  the  Participant  will  receive  upon
consummation of the Change in Control a cash payment for each Option surrendered
equal to the difference  between the (1) fair market value of the  consideration
to be received for each share of Common Stock in the Change in Control times the
number of shares of Common Stock subject to such  surrendered  Options,  and (2)
the aggregate exercise price of all such surrendered Options; or

     (b) in the event of a  transaction  under the terms of which the holders of
Common Stock will receive upon consummation  thereof a cash payment (the "Merger
Price")  for each  share of Common  Stock  exchanged  in the  Change in  Control
transaction, make or provide for a cash payment to the Participants equal to the
difference  between  (1) the Merger  Price  times the number of shares of Common
Stock  subject to such  Options  held by each  Participant  (to the extent  then
exercisable at prices not in excess of the Merger Price),  and (2) the aggregate
exercise price of all such surrendered Options.

19.      Withholding

     There may be deducted  from each  distribution  of cash and/or Common Stock
under the Plan the  minimum  amount of any  federal  or state  taxes,  including
payroll taxes, that are applicable to such supplemental  taxable income and that
are required by any  governmental  authority  to be  withheld.  Shares of Common
Stock will be withheld where required from any distribution of Common Stock.

20.      Amendment of the Plan

     The Board may at any time, and from time to time,  modify or amend the Plan
in any respect, or modify or amend an Award received by Employees and/or Outside
Directors;  provided,  however,  that  no  such  termination,   modification  or
amendment may affect the rights of a Participant,  without his consent, under an
outstanding  Award.  Any amendment or modification of the Plan or an outstanding
Award under the Plan,  including but not limited to the  acceleration of vesting
of an  outstanding  Award for reasons other than the death,  Disability,  Normal
Retirement,  or a Change in Control,  shall be approved by the  Committee or the
full Board of the Company.

21.      Effective Date of Plan

     The Plan shall become  effective upon the date of, or a date  determined by
the  Board  of  Directors  following,  approval  of the  Plan  by the  Company's
stockholders.

22.      Termination of the Plan

     The right to grant Awards under the Plan will terminate upon the earlier of
(i) 10 years after the Effective Date, or (ii) the date on which the exercise of
Options or related rights  equaling the maximum number of shares  reserved under
the Plan  occurs,  as set forth in Section 5. The Board may suspend or terminate
the Plan at any time,  provided that no such action will, without the consent of
a Participant, adversely affect his rights under a previously granted Award.

                                       11
23.      Applicable Law

     The Plan will be  administered  in accordance with the laws of the State of
Illinois.

     IN WITNESS  WHEREOF,  the Company has caused the Plan to be executed by its
duly authorized officers and the corporate seal to be affixed and duly attested,
as of the 30th day of April 23, 2001.

Date Approved by Stockholders: April 30, 2001

Effective Date:   April 30, 2001

ATTEST:                                       JACKSONVILLE SAVINGS BANK

/s/ Roger McKinney                            Richard A. Foss
--------------------------                    -----------------------------
Secretary                                     President
Exhibit 23.2
MCGLADREY & PULLEN
Certified Public Accountants

Consent of Independent Auditor's

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Stock Option Plan of  Jacksonville  Savings Bank and
Jacksonville Bancorp, MHC and the 2001 Stock Option Plan of Jacksonville Savings
Bank,  of our report dated  January 16, 2003,  with respect to the  consolidated
financial statements of Jacksonville  Bancorp, Inc. incorporated by reference in
the Annual Report (Form 10-K) for the year ended December 31, 2002.

                                                  /s/ McGladrey & Pullen, LLP

Champaign, Illinois
January 30, 2004