Exhibit 10.1


                         PROGRESS FINANCIAL CORPORATION
                              AMENDED AND RESTATED
                            1993 STOCK INCENTIVE PLAN


                                    ARTICLE I
                            ESTABLISHMENT OF THE PLAN

         Progress Financial Corporation (the "Company") hereby establishes this
Amended and Restated 1993 Stock Incentive Plan (the "Plan") upon the terms and
conditions hereinafter stated.


                                   ARTICLE II
                               PURPOSE OF THE PLAN

         The purpose of this Plan is to improve the growth and profitability of
the Company and its Subsidiary Companies by attracting and retaining qualified
personnel, providing such Employees with a proprietary interest in the Company
as an incentive to contribute to the success of the Company and its Subsidiary
Companies, and rewarding those Employees for outstanding performance and the
attainment of targeted goals. All Incentive Stock Options issued under this Plan
are intended to comply with the requirements of Section 422 of the Code, and the
regulations thereunder, and all provisions hereunder shall be read, interpreted
and applied with that purpose in mind.


                                   ARTICLE III
                                   DEFINITIONS

         3.01 "Award" means an Option or Stock Appreciation Right granted
pursuant to the terms of this Plan.

         3.02 "Board" means the Board of Directors of the Company.

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

         3.04 "Committee" means a committee of not less than two directors
appointed by the Board pursuant to Article IV hereof, each of whom shall be a
"non-employee director" as defined in Rule 16b-3(b)(3)(i) of the Exchange Act or
any successor thereto.

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

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

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         3.07 "Disability" means any physical or mental impairment which
qualifies an Employee for disability benefits under the applicable long-term
disability plan maintained by the Company or a Subsidiary Company, or, if no
such plan applies, which would qualify such Employee for disability benefits
under the long-term disability plan maintained by the Company, if such Employee
were covered by that plan.

         3.08 "Effective Date" means the date on which this Amended and Restated
Plan was adopted by the Board of Directors of the Company.

         3.09 "Employee" means any person who is employed by the Company or a
Subsidiary Company, including Officers, but not including Directors who are not
also Officers of or otherwise employed by the Company or a Subsidiary Company.

         3.10 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         3.11 "Fair Market Value" shall be equal to the fair market value per
share of the Company's Common Stock on the date an Award is granted. For
purposes hereof, the Fair Market Value of a share of Common Stock shall be the
closing sale price of a share of Common Stock on the date in question (or, if
such day is not a trading day in the U.S. markets, on the nearest preceding
trading day), as reported with respect to the principal market (or the composite
of the markets, if more than one) in which such shares are then traded, or if no
such closing prices are reported, the mean between the high bid and low asked
prices that day on the principal market or national quotation system then in
use, or if no such quotations are available, the price furnished by a
professional securities dealer making a market in such shares selected by the
Committee.

         3.12 "Incentive Stock Option" means any Option granted under this Plan
which the Board intends (at the time it is granted) to be an incentive stock
option within the meaning of Section 422 of the Code or any successor thereto.

         3.13 "Non-Qualified Option" means any Option granted under this Plan
which is not an Incentive Stock Option.

         3.14 "Officer" means an Employee whose position in the Company or
Subsidiary Company is that of a corporate officer, as determined by the Board.

         3.15 "Option" means a right granted under this Plan to purchase Common
Stock.

         3.16 "Optionee" means an Employee or former Employee to whom an Option
is granted under the Plan.

         3.17 "Retirement" means a termination of employment which constitutes a
"retirement" under any applicable qualified pension benefit plan maintained by
the Company or a Subsidiary Company, or if no such plan is applicable, which
would constitute "retirement" under any qualified

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pension benefit plan maintained by the Company or a Subsidiary Company, if such
individual were a participant in such plan.

         3.18 "Stock Appreciation Right" means a right to surrender an Option in
consideration for a payment by the Company in cash and/or Common Stock, as
provided in the discretion of the Committee, in accordance with Section 8.10.

         3.19 "Subsidiary Companies" means those subsidiaries of the Company
which meet the definition of "subsidiary corporations" set forth in Section
425(f) of the Code, at the time of granting of the Option in question.


                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

         4.01 Duties of the Committee. The Plan shall be administered and
interpreted by the Committee, as appointed from time to time by the Board
pursuant to Section 4.02. The Committee shall have the authority in its absolute
discretion to adopt, amend and rescind such rules, regulations and procedures
as, in its opinion, may be advisable in the administration of the Plan,
including, without limitation, rules, regulations and procedures which (i) deal
with satisfaction of an Employee's tax withholding obligation pursuant to
Section 12.02 hereof, (ii) include arrangements to facilitate the Employee's
ability to borrow funds for payment of the exercise or purchase price of an
Award, if applicable, from securities brokers and dealers, and (iii) include
arrangements which provide for the payment of some or all of such exercise or
purchase price by delivery of previously-owned shares of Common Stock or other
property and/or by withholding some of the shares of Common Stock which are
being acquired. The interpretation and construction by the Committee of any
provisions of the Plan, any rule, regulation or procedure adopted by it pursuant
thereto or of any Award shall be final and binding in the absence of action by
the Board of Directors.

         4.02 Appointment and Operation of the Committee. The members of the
Committee shall be appointed by, and will serve at the pleasure of, the Board.
The Board from time to time may remove members from, or add members to, the
Committee, provided the Committee shall continue to consist of two or more
members of the Board, each of whom shall be a non-employee director as defined
in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor thereto. The
Committee shall act by vote or written consent of a majority of its members.
Subject to the express provisions and limitations of the Plan, the Committee may
adopt such rules, regulations and procedures as it deems appropriate for the
conduct of its affairs. It may appoint one of its members to be chairman and any
person, whether or not a member, to be its secretary or agent. The Committee
shall report its actions and decisions to the Board at appropriate times but in
no event less than one time per calendar year.

         4.03 Revocation for Misconduct. The Board or the Committee may by
resolution immediately revoke, rescind and terminate any Option, or portion
thereof, to the extent not yet vested, or any Stock Appreciation Right, to the
extent not yet exercised, previously granted or awarded under this Plan to an
Employee who is discharged from the employ of the Company or a Subsidiary
Company for cause, which, for purposes hereof, shall mean termination for: (1)

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conviction of a felony involving the misappropriation of the Company's or any
Subsidiary's assets or a conviction of a felony which results in a substantial,
demonstrable threat to the Company's or any Subsidiary's reputation, or (ii)
gross and willful failure to perform a substantial portion of employee's duties
and responsibilities as an employee, which failure continues for more than
thirty (30) days after written notice given to employee pursuant to a two-thirds
vote of all of the members of the Board of Directors of the Company or any
Subsidiary, as the case may be, then in office, such vote to set forth in
reasonable detail the nature of such failure.

         4.04 Limitation on Liability. Neither the members of the Board nor any
member of the Committee shall be liable for any action or determination made in
good faith with respect to the Plan, any rule, regulation or procedure adopted
by it pursuant thereto or any Awards granted under it. If a member of the Board
or the Committee is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of anything done or not
done by him in such capacity under or with respect to the Plan, the Company
shall indemnify such member against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in the best interests of the
Company and its Subsidiary Companies and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

         4.05 Compliance with Law and Regulations. All Awards granted hereunder
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.
The Company shall not be required to issue or deliver any certificates for
shares of Common Stock prior to the completion of any registration or
qualification of or obtaining of consents or approvals with respect to such
shares under any federal or state law or any rule or regulation of any
government body, which the Company shall, in its sole discretion, determine to
be necessary or advisable. Moreover, no Option or Stock Appreciation Right may
be exercised if such exercise would be contrary to applicable laws and
regulations.

         4.06 Restrictions on Transfer. The Company may place a legend upon any
certificate representing shares acquired pursuant to an Award granted hereunder
noting that the transfer of such shares may be restricted by applicable laws and
regulations.


                                    ARTICLE V
                                   ELIGIBILITY

         Awards may be granted to such Employees of the Company and its
Subsidiary Companies as may be designated from time to time by the Board or the
Committee.

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                                   ARTICLE VI
                        COMMON STOCK COVERED BY THE PLAN

         6.01 Option Shares. The aggregate number of shares of Common Stock
which may be issued pursuant to this Plan, subject to adjustment as provided in
Article IX, shall be 575,507. None of such shares shall be the subject of more
than one Award at any time, but if an Option as to any shares is surrendered
before exercise (including surrender in connection with exercise of a Stock
Appreciation Right), or expires or terminates for any reason without having been
exercised in full, or for any other reason ceases to be exercisable, the number
of shares covered thereby shall again become available for grant under the Plan
as if no Awards had been previously granted with respect to such shares.

         6.02 Source of Shares. The shares of Common Stock issued under the Plan
may be authorized but unissued shares, treasury shares or shares purchased by
the Company on the open market or from private sources for use under the Plan.


                                   ARTICLE VII
                                DETERMINATION OF
                         AWARDS, NUMBER OF SHARES, ETC.

         The Board or the Committee shall, in its discretion, determine from
time to time which Employees will be granted Awards under the Plan, the number
of shares of Common Stock subject to each Award, whether each Option will be an
Incentive Stock Option or a Non-Qualified Option, and the exercise price of an
Option. In making all such determinations there shall be taken into account the
duties, responsibilities and performance of each respective individual, his
present and potential contributions to the growth and success of the Company,
his salary and such other factors as the Board or the Committee shall deem
relevant to accomplishing the purposes of the Plan.


                                  ARTICLE VIII
                      OPTIONS AND STOCK APPRECIATION RIGHTS

         Each Option granted hereunder shall be on the following terms and
conditions:

         8.01 Stock Option Agreement. The proper Officers of the Company and
each Optionee shall execute a Stock Option Agreement which shall set forth the
total number of shares of Common Stock to which it pertains, the exercise price,
whether it is a Non-Qualified Option or an Incentive Stock Option, and such
other terms, conditions, restrictions and privileges as the Committee in each
instance shall deem appropriate, provided they are not inconsistent with the
terms, conditions and provisions of this Plan. Each Optionee shall receive a
copy of his executed Stock Option Agreement.

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         8.02 Option Exercise Price.

         (a) Incentive Stock Options. The per share price at which the subject
Common Stock may be purchased upon exercise of an Incentive Stock Option shall
be no less than one hundred percent (100%) of the Fair Market Value of a share
of Common Stock at the time such Incentive Stock Option is granted, except as
provided in Section 8.09(b).

         (b) Non-Qualified Options. The per share price at which the subject
Common Stock may be purchased upon exercise of a Non-Qualified Option shall be
no less than the greater of (i) the par value or (ii) eight-five percent (85%)
of the Fair Market Value of a share of Common Stock at the time such
Non-Qualified Option is granted.

         8.03 Vesting and Exercise of Options.

         (a) General Rules. Incentive Stock Options and Non-Qualified Options
shall become vested and exercisable at the rate, to the extent and subject to
such limitations as may be specified by the Board or the Committee.
Notwithstanding the foregoing, no vesting shall occur on or after an Optionee's
employment with the Company and all Subsidiary Companies is terminated for any
reason other than his death, Disability or Retirement. In determining the number
of shares of Common Stock with respect to which Options are vested and/or
exercisable, fractional shares will be rounded up to the nearest whole number if
the fraction is 0.5 or higher, and down if it is less.

         (b) Accelerated Vesting Upon Death, Disability or Retirement. Unless
the Board or the Committee shall specifically state otherwise at the time an
Option is granted, all Options granted under this Plan shall become vested and
exercisable in full on the date an Optionee terminates his employment with the
Company or a Subsidiary Company because of his death, Disability or Retirement.

         (c) Accelerated Vesting for Changes in Control. Notwithstanding the
general rule described in Section 8.03(a), all outstanding Options shall become
immediately vested and exercisable in the event there is an actual or threatened
change in control of the Company.

                  (1) Change in Control. A "change in control of the Company"
shall mean a change in control of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act, whether or not the Company in fact is required to comply with
Regulation 14A thereunder; provided that, without limitation, such a change in
control shall be deemed to have occurred if (i) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company,
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
25% or more of the combined voting power of the Company's then outstanding
securities, or (ii) during any period of twenty-four consecutive months during
the term of an Option, individuals who at the beginning of such period
constitute the Board of the Company cease for any reason to constitute at least
a majority thereof, unless the election, or the nomination for election by the
Company's stockholders, of each director who was not a director

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at the date of grant has been approved in advance by directors representing at
least two-thirds of the directors then in office who were directors at the
beginning of the period.

                  (2) Threatened Change in Control. A "threatened change in
control of the Company" shall mean any set of circumstances which in the opinion
of the Board, as expressed through a resolution, poses a real, substantial and
immediate possibility of leading to a change in control of the Company as
defined in clause (1) above.

         8.04 Duration of Options.

         (a) General. Except as provided in Sections 8.04(c) and 8.09, each
Option or portion thereof shall be exercisable at any time on or after it vests
and becomes exercisable until the earlier of (i) ten (10) years after its date
of grant or (ii) three (3) months after the date on which the Optionee ceases to
be employed by the Company and all Subsidiary Companies, unless the Board or the
Committee in its discretion decides at the time of grant or thereafter to extend
such period of exercise from three (3) months to a period not exceeding five (5)
years. However, failure to exercise Incentive Stock Options within three months
after the date on which the Optionee's employment terminates may result in
adverse tax consequences to the Optionee.

         (b) Exception for Termination Due to Death, Disability or Retirement.
If an Optionee dies while in the employ of the Company or a Subsidiary Company
or terminates employment with the Company or a Subsidiary Company as a result of
Disability or Retirement without having fully exercised his Options, the
Optionee or the executors, administrators, legatees or distributees of his
estate shall have the right, during the twelve-month period following the
earlier of his death, Disability or Retirement, to exercise such Options to the
extent vested on the date of such death, Disability or Retirement. In no event,
however, shall any Option be exercisable more than ten (10) years from the date
it was granted.

         8.05 Nonassignability. Options shall not be transferable by an Optionee
except by will or the laws of descent or distribution, and during an Optionee's
lifetime shall be exercisable only by such Optionee or the Optionee's guardian
or legal representative. Notwithstanding the foregoing, or any other provision
of this Plan, an Optionee who holds Non-Qualified Options may transfer such
Options to his or her spouse, lineal ascendants, lineal descendants, or to a
duly established trust for the benefit of one or more of these individuals.
Options so transferred may thereafter be transferred only to the Optionee who
originally received the grant or to an individual or trust to whom the Optionee
could have initially transferred the Option pursuant to this Section 8.05.
Options which are transferred pursuant to this Section 8.05 shall be exercisable
by the transferee according to the same terms and conditions as applied to the
Optionee.

         8.06 Manner of Exercise. Options may be exercised in part or in whole
and at one time or from time to time. The procedures for exercise shall be set
forth in the written Stock Option Agreement provided for in Section 8.01 above.

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         8.07 Payment for Shares. Payment in full of the purchase price for
shares of Common Stock purchased pursuant to the exercise of any Option shall be
made to the Company upon exercise of the Option. All shares sold under the Plan
shall be fully paid and nonassessable. Payment for shares may be made by the
Optionee in cash or, at the discretion of the Board or the Committee, by
delivering shares of Common Stock (including shares acquired pursuant to the
exercise of an Option) or other property equal in Fair Market Value to the
purchase price of the shares to be acquired pursuant to the Option, by
withholding some of the shares of Common Stock which are being purchased upon
exercise of an Option, or any combination of the foregoing.

         8.08 Voting and Dividend Rights. No Optionee shall have any voting or
dividend rights or other rights of a stockholder in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded on
the Company's stockholder ledger as the holder of record of such shares acquired
pursuant to an exercise of an Option.

         8.09 Additional Terms Applicable to Incentive Stock Options. All
Options issued under the Plan as Incentive Stock Options will be subject, in
addition to the terms detailed in Sections 8.01 to 8.08 above, to those
contained in this Section 8.09.

         (a) Notwithstanding any contrary provisions contained elsewhere in this
Plan and as long as required by Section 422 of the Code, the aggregate Fair
Market Value, determined as of the time an Incentive Stock Option is granted, of
the Common Stock with respect to which Incentive Stock Options are exercisable
for the first time by the Optionee during any calendar year, under this Plan and
stock options that satisfy the requirements of Section 422 of the Code under any
other stock option plan or plans maintained by the Company (or any parent or
Subsidiary Company), shall not exceed $100,000.

         (b) Limitation on Ten Percent Stockholders. The price at which shares
of Common Stock may be purchased upon exercise of an Incentive Stock Option
granted to an individual who, at the time such Incentive Stock Option is
granted, owns, directly or indirectly, more than ten percent (10%) of the total
combined voting power of all classes of stock issued to stockholders of the
Company or any Subsidiary Company, shall be no less than one hundred and ten
percent (110%) of the Fair Market Value of a share of the Common Stock of the
Company at the time of grant, and such Incentive Stock Option shall by its terms
not be exercisable after the earlier of the date determined under Section 8.03
or the expiration of five (5) years from the date such Incentive Stock Option is
granted.

         (c) Notice of Disposition; Withholding; Escrow. An Optionee shall
immediately notify the Company in writing of any sale, transfer, assignment or
other disposition (or action constituting a disqualifying disposition within the
meaning of Section 421 of the Code) of any shares of Common Stock acquired
through exercise of an Incentive Stock Option, within two (2) years after the
grant of such Incentive Stock Option or within one (1) year after the
acquisition of such shares, setting forth the date and manner of disposition,
the number of shares disposed of and the price at which such shares were
disposed of. The Company shall be entitled to withhold from any compensation or
other payments then or thereafter due to the Optionee such amounts as may be

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necessary to satisfy any withholding requirements of federal or state law or
regulation and, further, to collect from the Optionee any additional amounts
which may be required for such purpose. The Committee may, in its discretion,
require shares of Common Stock acquired by an Optionee upon exercise of an
Incentive Stock Option to be held in an escrow arrangement for the purpose of
enabling compliance with the provisions of this Section 8.09(c).

         8.10 Stock Appreciation Rights.

         (a) General Terms and Conditions. The Board or the Committee may, but
shall not be obligated to, authorize the Company, on such terms and conditions
as it deems appropriate in each case, to grant rights to Optionees to surrender
an exercisable Option, or any portion thereof, in consideration for the payment
by the Company of an amount equal to the excess of the Fair Market Value of the
shares of Common Stock subject to the Option, or portion thereof, surrendered
over the exercise price of the Option with respect to such shares (any such
authorized surrender and payment being hereinafter referred to as a "Stock
Appreciation Right"). Such payment, at the discretion of the Board or the
Committee, may be made in shares of Common Stock valued at the then Fair Market
Value thereof, or in cash, or partly in cash and partly in shares of Common
Stock.

         The terms and conditions set with respect to a Stock Appreciation Right
may include (without limitation), subject to other provisions of this Section
8.10 and the Plan, the period during which, date by which or event upon which
the Stock Appreciation Right may be exercised; the method for valuing shares of
Common Stock for purposes of this Section 8.10; a ceiling on the amount of
consideration which the Company may pay in connection with exercise and
cancellation of the Stock Appreciation Right; and arrangements for income tax
withholding. The Board or the Committee shall have complete discretion to
determine whether, when and to whom Stock Appreciation Rights may be granted.

         (b) Time Limitations. If a holder of a Stock Appreciation Right
terminates service with the Company as an Officer or Employee, the Stock
Appreciation Right may be exercised only within the period, if any, within which
the Option to which it relates may be exercised.

         (c) Effects of Exercise of Stock Appreciation Rights or Options. Upon
the exercise of a Stock Appreciation Right, the number of shares of Common Stock
available under the Option to which it relates shall decrease by a number equal
to the number of shares for which the Stock Appreciation Right was exercised.
Upon the exercise of an Option, any related Stock Appreciation Right shall
terminate as to any number of shares of Common Stock subject to the Stock
Appreciation Right that exceeds the total number of shares for which the Option
remains unexercised.

         (d) Time of Grant. A Stock Appreciation Right granted in connection
with an Incentive Stock Option must be granted concurrently with the Option to
which it relates while a Stock Appreciation Right granted in connection with a
Non-Qualified Option may be granted concurrently with the Option to which it
relates or at any time thereafter prior to the exercise or expiration of such
Option.

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         (e) Non-Transferable. The holder of a Stock Appreciation Right may not
transfer or assign the Stock Appreciation Right otherwise than by will or in
accordance with the laws of descent and distribution, and during a holder's
lifetime a Stock Appreciation Right may be exercisable only by the holder.


                                   ARTICLE IX
                         ADJUSTMENTS FOR CAPITAL CHANGES

         The aggregate number of shares of Common Stock available for issuance
under this Plan, the number of shares to which any Award relates and the
exercise price per share of Common Stock under any Option shall be
proportionately adjusted for any increase or decrease in the total number of
outstanding shares of Common Stock issued subsequent to the Effective Date of
this Plan resulting from a split, subdivision or consolidation of shares or any
other capital adjustment, the payment of a stock dividend, or other increase or
decrease in such shares effected without receipt or payment of consideration by
the Company. If, upon a merger, consolidation, reorganization, liquidation,
recapitalization or the like of the Company, the shares of the Company's Common
Stock shall be exchanged for other securities of the Company or of another
corporation, each recipient of an Award shall be entitled, subject to the
conditions herein stated, to purchase or acquire such number of shares of Common
Stock or amount of other securities of the Company or such other corporation as
were exchangeable for the number of shares of Common Stock of the Company which
such optionees would have been entitled to purchase or acquire except for such
action, and appropriate adjustments shall be made to the per share exercise
price of outstanding Options.


                                    ARTICLE X
                      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, by resolution, at any time terminate or amend the Plan
with respect to any shares of Common Stock as to which Awards have not been
granted, subject to any applicable regulatory requirements and any required
stockholder approval or any stockholder approval which the Board may deem to be
advisable for any reason, such as for the purpose of obtaining or retaining any
statutory or regulatory benefits under tax, securities or other laws or
satisfying any applicable stock exchange listing requirements. The Board may
not, without the consent of the holder of an Award, alter or impair any Award
previously granted or awarded under this Plan as specifically authorized herein.


                                   ARTICLE XI
                               CONTINUATION RIGHTS

         Neither the Plan nor the grant of any Awards hereunder nor any action
taken by the Committee or the Board in connection with the Plan shall create any
right on the part of any Employee of the Company or a Subsidiary Company to
continue as such.

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                                   ARTICLE XII
                                   WITHHOLDING

         12.01 Tax Withholding. The Company may withhold from any cash payment
made under this Plan sufficient amounts to cover any applicable withholding and
employment taxes, and if the amount of such cash payment is insufficient, the
Company may require the Optionee to pay to the Company the amount required to be
withheld as a condition to delivering the shares acquired pursuant to an Award.
The Company also may withhold or collect amounts with respect to a disqualifying
disposition of shares of Common Stock acquired pursuant to exercise of an
Incentive Stock Option, as provided in Section 8.09(c).

         12.02 Methods of Tax Withholding. The Board or the Committee is
authorized to adopt rules, regulations or procedures which provide for the
satisfaction of an Optionee's tax withholding obligation by the retention of
shares of Common Stock to which the Optionee would otherwise be entitled
pursuant to an Award and/or by the Optionee's delivery of previously-owned
shares of Common Stock or other property.


                                  ARTICLE XIII
                        EFFECTIVE DATE OF THE PLAN; TERM

         13.01 Effective Date of the Plan. This Plan initially became effective
upon adoption by the Board and stockholders of the Company in 1993. The
amendments to this Plan increasing the total number of shares of Common Stock
which may be issued under the Plan from 176,488 to 336,488 and otherwise
amending and restating this Plan became effective upon adoption by the Board in
March 1997, subject to approval of the Company's stockholders at or before the
next annual meeting of stockholders of the Company.

         13.02 Term of Plan. Unless sooner terminated, this Plan shall remain in
effect for a period of ten (10) years ending on the tenth anniversary of the
Effective Date. Termination of the Plan shall not affect any Awards previously
granted and such Awards shall remain valid and in effect until they have been
fully exercised or earned, are surrendered or by their terms expire or are
forfeited.


                                   ARTICLE XIV
                                  MISCELLANEOUS

         14.01 Governing Law. This Plan shall be construed under the laws of the
State of Delaware.

         14.02 Pronouns. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun, and the singular shall include the plural.

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