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                                                                    Exhibit 99.2

                       PRINCETON FINANCIAL SYSTEMS, INC.

                             1995 STOCK OPTION PLAN


     1.   Purpose of the Plan.  Under this Stock Option Plan (the "Plan") of
Princeton Financial Systems, Inc. (the "Company") options may be granted to
eligible employees to purchase shares of the Company's capital stock.  The Plan
is designed to enable the Company and its subsidiaries to attract, retain and
motivate their employees by providing for or increasing the proprietary
interests of such employees in the Company.  The Plan provides for options which
qualify as incentive stock options ("Incentive Options") under Section 422A of
the Internal Revenue Code of 1986, as amended (the "Code"), as well as options
which do not so qualify.

     2.   Stock Subject to Plan.  The maximum number of shares of stock for
which options granted hereunder may be exercised shall be 25,000 shares of
Princeton Financial Systems, Inc. Common Stock, par value $0.01 per share,
subject to the adjustments provided in Sections 7 and 12.  Shares of stock
subject to the unexercised portions of any options granted under this Plan which
expire or terminate or are canceled may again be subject to options under this
Plan, the total number of shares of stock for which further options may be
granted under this Plan shall be irrevocably reduced not only when there is an
exercise of an option granted under this Plan, but also when such option is
surrendered upon an exercise of a stock appreciation right granted under this
Plan, in either case by the number of shares covered by the portion of such
option which is exercised or surrendered.

     3.   Eligible Employees.  The employees eligible to be considered for the
grant of options hereunder are any persons regularly employed by the Company or
its parent(s) or subsidiaries in a managerial, professional or technical
capacity on a full-time, salaried basis.

     4.   $100,000 Incentive Stock Option Exercise Limitation.  The aggregate
fair market value of the stock for which Incentive Options granted to any one
eligible employee under this Plan and under all stock option plans of the
Company, its parent(s) and subsidiaries, may by their terms first become
exercisable during any calendar year shall not exceed $100,000 determining fair
market value of the stock subject to any option as of the time that option is
granted.

     5.   Minimum exercise Price.  The exercise price for each option granted
hereunder shall be not less than 100% of the fair market value of the stock at
the date of the grant of the option.

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     6.   Nontransferability.  Any option granted under this Plan shall by its
terms be nontransferable by the optionee other than by will or the laws of
descent and distribution and is exercisable during the optionee's lifetime only
by him or by his guardian or legal representative.

     7.   Adjustments.  If the outstanding shares of stock of the class then
subject to this Plan are increased or decreased, or are changed into or
exchanged into or exchanged for a different number or kind of shares or
securities, as a result of one or more reorganizations, recapitalization, stock
splits, reverse stock splits, stock dividends or the life, appropriate
adjustments shall be made in the number and/or kind of shares or securities for
which options then outstanding under this Plan may thereafter be exercised.  Any
such adjustment in outstanding options shall be made without changing the
aggregate exercise price applicable to the unexercised portions of such options.

     8.   Maximum Option Term.  No option granted under this Plan may be
exercised in whole or in part more than ten years after its date of grant.

     9.   Plan Duration.  Options may not be granted under this Plan more than
ten years after the date of the adoption of this Plan, or of shareholder
approval thereof, whichever is earlier.

     10.  Payment.  Payment for stock purchased under any exercise of an option
granted under this Plan shall be made in full in cash concurrently with such
exercise, except that, if and to the extent the instrument evidencing the option
so provides and if the Company is not then prohibited from purchasing or
acquiring shares of such stock, such payment may be made in whole or in part
with shares of the same class of stock as that then subject to the option,
delivered in lieu of cash concurrently with such exercise, the shares so
delivered to be valued on the basis of the fair market value of the stock
(determined in a manner specified in the instrument evidencing the option) on
the day preceding the date of exercise.

     11.  Administration.  The plan shall be administered by the Company's board
of directors (the "Board") or, in the discretion of the Board, by a committee
(the "Committee") of not less than three members of the Board each of whom shall
not be eligible, and shall not have been eligible at any time within one year
prior to his appointment to the Committee, for selection as a person to whom
stock may be allocated or to whom stock options or stock appreciation rights may
be granted pursuant to the Plan or any other plan of the Company or any of its
affiliates entitling the participants therein to acquire stock, appreciation
rights, or stock options of the Company or any of its affiliates.

          The interpretation and construction by the Committee of any term of
provision of the Plan or of any option granted under it shall be final, unless
otherwise determined by the Board in which event such determination by the Board
shall be final.  The Committee may from time to time adopt rules and regulations
for carrying out this Plan and, subject to the

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provisions of this Plan, may prescribe the form or forms of the instruments
evidencing any option granted under this Plan.

          Subject to the provisions of this Plan, the Board or, by delegation
from the Board, the Committee shall have full and final authority in its
discretion to select the employees to be granted options, to grant such options
and to determine the number of shares to be subject thereto, the exercise
prices, the terms of exercise, expiration dates and other pertinent provisions
thereof.

     12.  Corporate Reorganizations.  Upon the dissolution or liquidation of the
Company, or upon a reorganization, merger or consolidation of the Company as a
result of which the outstanding securities of the class then subject to options
hereunder are changed into or exchanged for cash or property or securities not
of the Company's issue, or upon a sale of substantially all the property of the
company to, or the acquisition of stock representing more than eighty percent
(80%) of the voting power of the stock of the Company then outstanding by,
another corporation or person, the Plan shall terminate, and all options
theretofore granted hereunder shall terminate, unless provision be made in
writing in connection with such transaction for the continuance of the Plan
and/or for the assumption of options theretofore granted, or the substitution
for such options of options covering the stock of a successor employer
corporation, or a parent or a subsidiary thereof, with appropriate adjustments
as to the number and kind of shares and prices in which event the Plan and
options theretofore granted shall continue in the manner and under the terms so
provided.  If the Plan and unexercised options shall terminate pursuant to the
foregoing sentence, all persons entitled to exercise any unexercised portions of
options then outstanding shall have the right, at such time prior to the
consummation of the transaction causing such termination as the Company shall
designate, to exercise the unexercised portions of their options, including the
portions thereof which would, but for this paragraph entitled "Corporate
Reorganizations," not yet be exercisable.

     13.  Stock Appreciation Rights.  If the instrument evidencing the option so
provides, an option granted under this Plan (herein sometimes referred to as the
"corresponding option") may include the right (a "Stock Appreciation Right") to
receive an amount equal to some or all of the excess of the fair market value
(determined in a manner specified in the instrument evidencing the corresponding
option) of the shares subject to unexercised portions of the corresponding
option over the aggregate exercise price for such shares under the corresponding
option as of the date the Stock Appreciation Right is exercised.  The amount
payable upon exercise of a Stock Appreciation Right may be paid in cash or in
shares of the class then subject to the corresponding option (valued on the
basis of their fair market value, determined as specified with respect to the
measurement of the amount payable as aforesaid), or in a combination of cash and
such shares so valued.  No Stock Appreciation Right may be exercised in whole or
in part (a) other than in connection with the contemporaneous surrender without
exercise of such corresponding option, or the portion thereof that corresponds
to the portion of the Stock Appreciation right being exercised, or (b) except to
the extent that the

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corresponding option or such portion thereof is exercisable on the date of
exercise of the Stock Appreciation Right by the person exercising the Stock
Appreciation Right, or (c) unless the class of stock then subject to the
corresponding option is then "publicly traded." For this purpose, a class of
stock is "publicly traded" if it is listed or admitted to unlisted trading
privileges on a national securities exchange or if bid and offer quotations
therefore are reported on the automated quotation system ("NASDAQ") operated by
the National Association of Securities Dealers, Inc. or on any then operative
successor to the NASDAQ system.

     14.  Restricted Stock.  If the instrument evidencing the option so
provides, shares of stock issued on exercise of an option granted under this
Plan may upon issuance be subject to the following restrictions (and, as used
herein, "restricted stock" means shares issued on exercise of options granted
under this Plan which are still subject to restrictions imposed under this
Section 14 that have not yet expired or terminated:

          (a)  shares of restricted stock may not be sold or otherwise
transferred or hypothecated:

          (b)  if the employment of the holder of shares of restricted stock
with the Company or a subsidiary is terminated for any reason other than his
death, normal or early retirement in accordance with his employer's established
retirement policies or practices, or total disability, the Company (or any
subsidiary designated by it) shall have the option for sixty (60) days after
such termination of employment to purchase for cash all or any part of his
restricted stock at the lesser of (i) the price paid therefore by the holder, or
(ii) the fair market value of the restricted stock on the date of such
termination of employment (determined in a manner specified in the instrument
evidencing the option); and

          (c)  as to the shares of stock affected thereby, and additional
restrictions that may be imposed on particular shares of restricted stock as
specified in the instrument evidencing the option.

     The restrictions imposed under this Section 14 shall apply as well to all
shares or other securities issued in respect of restricted stock in connection
with any stock split, reverse stock split, stock dividend, recapitalization,
reclassification, spin-off, split-off, merger, consolidation or reorganization,
but such restrictions shall expire or terminate at such time or times as shall
be specified therefore in the instrument evidencing the option which provides
for the restrictions.

     15.  Financial Assistance.  The Company is vested with authority under this
Plan to assist any employee to whom an option is granted hereunder (including
any director or officer of the Company or any of its subsidiaries who is also an
employee) in the payment of the purchase price to such employee on such terms
and at such rates of interest and upon such security (or unsecured) as shall
have been authorized by or under authority of the Board.

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     16.  Amendment and Termination.  The Board may alter, amend, suspend or
terminate this Plan, provided that no such action shall deprive an optionee,
without his consent, of any of his rights under such option.  Excepts as herein
provided, no such action of the Board, unless taken with the approval of the
shareholders of the Company may:

          (a) increase the maximum number of shares for which options granted
              under this Plan may be exercised;
          (b) reduce the minimum permissible exercise price;
          (c) extend the ten-year duration of this Plan set forth herein; or
          (d) alter the class of employees eligible to receive options under the
              Plan.

 

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