AMENDED AND RESTATED
FRONTIER FINANCIAL CORPORATION
INCENTIVE STOCK OPTION PLAN
This Incentive Stock Option Plan (the "Plan") is intended to promote the best interests of FRONTIER
FINANCIAL CORPORATION and its subsidiaries ("Frontier" or the "Corporation") and its shareowners by
providing an incentive and reward for those key top-management officers and employees who contribute to the
operating progress and success of Frontier.
1.1 FAVORABLE TAX TREATMENT
Implementation of this Plan is designed to take advantage of the favorable income tax treatment afforded to the
recipient of incentive stock options pursuant to Internal Revenue Code Sections 421 to 425 and its associated
1.2 ADVANTAGES TO KEY EMPLOYEES
This plan provides a means whereby certain key employees of Frontier are afforded the opportunity of investing
in the common stock of Frontier under beneficial income tax consequences. Upon the exercise of the incentive
stock options granted pursuant to this plan, employees will not recognize either ordinary or capital gain income,
but may trigger the application of the alternative minimum tax. Income realization is deferred until such time as the
employee sells the stock obtained pursuant to the exercise of the incentive stock option and the income may be
characterized as capital gain, instead of ordinary income, upon such subsequent sale.
1.3 ADVANTAGES TO FRONTIER
The Plan advances the interest of Frontier by enhancing the ability of Frontier to attract and retain the services of
highly qualified and highly motivated employees and provides such key employees with additional incentive to
exert their best efforts on behalf of Frontier to maximize the appreciation of the value of Frontier stock.
2. STOCK AVAILABLE PURSUANT TO PLAN
Shares of stock that may be issued under the Plan shall be authorized and unissued shares of common stock of
Frontier. The maximum number of shares that may be issued pursuant to this Plan shall be 750,000 shar