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                                                                    Exhibit 10.1


                        BANKUNITED FINANCIAL CORPORATION


                       2002 STOCK AWARD AND INCENTIVE PLAN


       1. Purpose. The purpose of this 2002 Stock Award and Incentive Plan (the
"Plan") is to aid BankUnited Financial Corporation, a Florida corporation (the
"Company"), in attracting, retaining, motivating and rewarding employees,
non-employee directors, and other persons who provide substantial services to
the Company or its subsidiaries or affiliates, to provide for equitable and
competitive compensation opportunities, to encourage long-term service, to
recognize individual contributions and reward achievement of Company goals, and
to promote the creation of long-term value for stockholders by closely aligning
the interests of Participants with those of stockholders. The Plan authorizes
stock-based and cash-based incentives for Participants.

       2. Definitions.  In addition to the terms defined in Section 1 above and
elsewhere in the Plan, the following capitalized terms used in the Plan have the
meanings set forth in this Section:

              (a) "Affiliate" means any entity that is controlled by or under
       common control with the Company.

              (b) "Award" means any Option, SAR, Restricted Stock, Deferred
       Stock, Stock granted as a bonus or in lieu of another award, Dividend
       Equivalent, Other Stock-Based Award or Performance Award, together with
       any related right or interest, granted to a Participant under the Plan.

              (c) "Beneficiary" means the individual or entity designated by the
       Participant to receive the benefits specified under the Participant's
       Award upon such Participant's death. If no such designation is made, or
       if the designated individual predeceases the Participant or the entity no
       longer exists, then the Beneficiary shall be the Participant's estate.

              (d)   "Board" means the Company's Board of Directors.

              (e) "Change in Control" and related terms have the meanings
       specified in Section 9.

              (f) "Code" means the Internal Revenue Code of 1986, as amended,
       and regulations thereunder. References to any provision of the Code or
       regulation (including a proposed regulation) thereunder shall include any
       successor provisions and regulations.

              (g) "Committee" means a committee designated by the Board to
       administer the Plan; provided, however, that, directors appointed or
       serving as members of a Board committee designated as the Committee shall
       not be employees of the Company or any subsidiary or affiliate of the
       Company. In appointing members of the Committee, the Board will consider
       whether a member is or will be a Qualified Member, but such members are
       not required to be Qualified Members at the time of appointment or during
       their term of service on the Committee. The full Board may perform any
       function of the Committee hereunder, in which case the term "Committee"
       shall refer to the Board. Initially, the Compensation Committee of the
       Board of Directors will be designated as the "Committee" under the Plan.

              (h) "Covered Employee" means an Eligible Person who is a Covered
       Employee as specified in Section 11(j).


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              (i) "Deferred Stock" means a right, granted to a Participant under
       Section 6(e), to receive Stock or other Awards or a combination thereof
       at the end of a specified deferral period.

              (j) "Dividend Equivalent" means a right, granted to a Participant
       under Section 6(g), to receive cash, Stock, other Awards or other
       property equal in value to all or a specified portion of the dividends
       paid with respect to a specified number of shares of Stock.

              (k)   "Effective Date" means the effective date specified in
       Section 11(p).

              (l)   "Eligible Person" has the meaning specified in Section 5.

              (m) "Exchange Act" means the Securities Exchange Act of 1934, as
       amended, and rules thereunder. References to any provision of the
       Exchange Act or rule (including a proposed rule) thereunder shall include
       any successor provisions and rules.

              (n) "Fair Market Value" means the fair market value of Stock,
       Awards or other property as determined by the Committee or under
       procedures established by the Committee. Unless otherwise determined by
       the Committee, the Fair Market Value of the Class A Common Stock shall be
       the closing sale price reported on the composite tape of the principal
       stock market or exchange on which the Stock is listed on the day as of
       which such value is being determined or, if there is no sale on that day,
       then on the last previous day on which a sale was reported; the Fair
       Market Value of the Class B Common Stock shall be equal to the Fair
       Market Value of the Class A Common Stock multiplied by the number of
       shares of Class A Common Stock into which each share of Class B Common
       Stock may be converted; and the Fair Market Value of the Noncumulative
       Convertible Preferred Stock, Series B shall be the Fair Market Value of
       the Class A Common Stock multiplied by the number of shares of Class A
       Common Stock into which each share of Noncumulative Convertible Preferred
       Stock, Series B may be directly or indirectly converted.

              (o)   "Key Advisor" has the meaning specified in Section 5.

              (p) "Incentive Stock Option" or "ISO" means any Option designated
       as an incentive stock option within the meaning of Code Section 422 or
       any successor provision thereto and qualifying thereunder.

              (q) "Option" means a right, granted to a Participant under Section
       6(b), to purchase Stock or other Awards at a specified price during
       specified time periods.

              (r) "Other Stock-Based Awards" means Awards granted to a
       Participant under Section 6(h).

              (s) "Participant" means a person who has an outstanding Award
       under the Plan, including a person who is no longer an Eligible Person.

              (t) "Performance Award" means a conditional right, granted to a
       Participant under Sections 6(i) and 7, to receive cash, Stock or other
       Awards or payments, as determined by the Committee, based upon
       performance criteria specified by the Committee.

              (u) "Preexisting Plans" mean the Company's 1986 Stock Option Plan,
       1992 Stock Option, 1994 Incentive Stock Option Plan and 1996 Incentive
       Compensation and Stock Award Plan.

              (v) "Qualified Member" means a member of the Committee who is a
       "Non-Employee Director" within the meaning of Rule 16b-3(b)(3) and an
       "outside director" within the meaning of Regulation 1.162-27 under Code
       Section 162(m).

              (w) "Restricted Stock" means Stock granted to a Participant under
       Section 6(d) which is subject to certain restrictions and to a risk of
       forfeiture.

              (x) "Rule 16b-3" means Rule 16b-3, as from time to time in effect
       and applicable to Participants, promulgated by the Securities and
       Exchange Commission under Section 16 of the Exchange Act.

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              (y) "Stock" means the Company's Class A Common Stock, Class B
       Common Stock (which together shall be referred to as "Common Stock"), and
       Noncumulative Convertible Preferred Stock, Series B ("Preferred Stock")
       and any other equity securities of the Company that may be substituted or
       resubstituted for Stock pursuant to Section 11(c).

              (z) "Stock Appreciation Rights" or "SAR" means a right granted to
       a Participant under Section 6(c).

       3.     ADMINISTRATION.

              (a) Authority of the Committee. The Plan shall be administered by
       the Committee, which shall have full and final authority, in each case
       subject to and consistent with the provisions of the Plan, to select
       Eligible Persons to become Participants; to grant Awards; to determine
       the type and number of Awards, the number and class of shares of Stock to
       which an Award may relate, the dates on which Awards may be exercised and
       on which the risk of forfeiture or deferral period relating to Awards
       shall lapse or terminate, the acceleration of any such dates, the
       expiration date of any Award, whether, to what extent, and under what
       circumstances an Award may be settled, or the exercise price of an Award
       may be paid, in cash, Stock, other Awards, or other property, and other
       terms and conditions of, and all other matters relating to, Awards; to
       prescribe documents evidencing or setting terms of Awards (such Award
       documents need not be identical for each Participant), amendments
       thereto, and rules and regulations for the administration of the Plan and
       amendments thereto; to construe and interpret the Plan and Award
       documents and correct defects, supply omissions or reconcile
       inconsistencies therein; and to make all other decisions and
       determinations as the Committee may deem necessary or advisable for the
       administration of the Plan. Decisions of the Committee with respect to
       the administration and interpretation of the Plan shall be final,
       conclusive, and binding upon all persons interested in the Plan,
       including Participants, Beneficiaries, transferees under Section 11(b)
       and other persons claiming rights from or through a Participant, and
       stockholders. The foregoing notwithstanding, the Board shall perform the
       functions of the Committee for purposes of granting Awards under the Plan
       to non-employee directors (authority with respect to other aspects of
       non-employee director awards is not exclusive to the Board, however).

              (b) Manner of Exercise of Committee Authority. At any time that a
       member of the Committee is not a Qualified Member, (i) any action of the
       Committee relating to an Award intended by the Committee to qualify as
       "performance-based compensation" within the meaning of Code Section
       162(m) and regulations thereunder may be taken by a subcommittee,
       designated by the Committee or the Board, composed solely of two or more
       Qualified Members, and (ii) any action relating to an Award granted or to
       be granted to a Participant who is then subject to Section 16 of the
       Exchange Act in respect of the Company may be taken either by such a
       subcommittee or by the Committee but with each such member who is not a
       Qualified Member abstaining or recusing himself or herself from such
       action, provided that, upon such abstention or recusal, the Committee
       remains composed of two or more Qualified Members. Such action,
       authorized by such a subcommittee or by the Committee upon the abstention
       or recusal of such non-Qualified Member(s), shall be the action of the
       Committee for purposes of the Plan. The express grant of any specific
       power to the Committee, and the taking of any action by the Committee,
       shall not be construed as limiting any power or authority of the
       Committee. The Committee may delegate to officers or managers of the
       Company or any subsidiary or affiliate of the Company, or committees
       thereof, the authority, subject to such terms as the Committee shall
       determine, to perform such functions, including the grant of options and
       administrative functions, as the Committee may determine, to the extent
       that such delegation will not result in the loss of an exemption under
       Rule 16b-3(d) for Awards granted to Participants subject to Section 16 of
       the Exchange Act in respect of the Company and will not cause Awards
       intended to qualify as "performance- based compensation" under Code
       Section 162(m) to fail to so qualify.

              (c) Limitation of Liability. The Committee and each member
       thereof, and any person acting pursuant to authority delegated by the
       Committee, shall be entitled, in good faith, to rely or act upon any
       report or other information furnished by any executive officer, other
       officer or employee of the Company or a subsidiary or affiliate thereof,
       the Company's independent auditors, consultants or any other agents
       assisting in the administration of the Plan. Members of the Committee,
       any person acting pursuant to authority delegated by the

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       Committee, and any officer or employee of the Company or a subsidiary or
       affiliate thereof acting at the direction or on behalf of the Committee
       or a delegee shall not be personally liable for any action or
       determination taken or made in good faith with respect to the Plan, and
       shall, to the extent permitted by law, be fully indemnified and protected
       by the Company with respect to any such action or determination.

       4.     STOCK SUBJECT TO PLAN.


              (a) Overall Number of Shares Available for Delivery. Subject to
       adjustment as provided in Section 11(c), the total number of shares of
       Stock reserved and available for delivery in connection with Awards under
       the Plan shall be (i) 2,000,000 shares of Stock (which may be awarded in
       Class A Common Stock, Class B Common Stock or Preferred Stock, alone or
       in any combination of such classes of Stock) plus (ii) the number of
       shares of Stock which are subject to awards under the Preexisting Plans
       and become available in accordance with Section 4(b) after the Effective
       Date plus (iii) 8% of the number of shares of Stock which are issued or
       delivered by the Company during the term of the Plan other than issuances
       or deliveries under the Plan or other incentive compensation plans of the
       Company; provided, however, that the total number of shares of Stock with
       respect to which ISOs may be granted shall not exceed the number
       calculated under clauses (i) and (ii) above. Any shares of Stock issued
       or delivered under the Plan shall consist of authorized and unissued
       shares or treasury shares.


              (b) Share Counting Rules. The Committee may adopt reasonable
       counting procedures to ensure appropriate counting, avoid double counting
       (as, for example, in the case of tandem or substitute awards) and make
       adjustments if the number of shares of Stock actually delivered differs
       from the number of shares previously counted in connection with an Award.
       Shares of Stock subject to an Award or an award under a Preexisting Plan
       will again be available for Awards, if that Award or Preexisting Plan
       award is canceled, expired, forfeited, settled in cash or otherwise
       terminated without an issuance or delivery of shares to the Participant,
       and shares of Stock withheld in payment of the exercise price or taxes
       relating to an Award or Preexisting Plan award, or surrendered in payment
       of any exercise price or taxes relating to an Award or Preexisting Plan
       award, shall be deemed to constitute shares not issued to the Participant
       and shall be deemed to again be available for Awards under the Plan. In
       addition, in the case of any Award granted in substitution for an award
       of a company or business acquired by the Company or a subsidiary or
       affiliate of the Company, shares of Stock issued or issuable in
       connection with such substitute Award shall not be counted against the
       number of shares of Stock reserved under the Plan, but shall be available
       under the Plan by virtue of the Company's assumption of the plan or
       arrangement of the acquired company or business. This Section 4(b) shall
       apply to the number of shares of Stock reserved and available for ISOs
       only to the extent consistent with applicable regulations relating to
       ISOs under the Code.

       5.     ELIGIBILITY.

              (a) Eligible Persons. Awards may be granted under the Plan only to
       Eligible Persons. For purposes of the Plan, an "Eligible Person" means an
       employee of the Company or any of its subsidiaries or affiliates
       (including any employee who is an officer, executive officer, or member
       of the Board), any non-employee director of the Company, any consultant,
       advisor or other person who provides substantial services to the Company
       or any of its subsidiaries or affiliates ("Key Advisor"), if the Key
       Advisor renders bona fide services which are not in connection with the
       offer and sale of securities in a capital-raising transaction and does
       not directly or indirectly promote or maintain a market in the Company's
       securities, and any person who has been offered employment by the Company
       or any of its subsidiaries or affiliates, provided that such prospective
       employee may not receive any payment or exercise any right relating to an
       Award until such person has commenced employment with the Company or any
       of its subsidiaries or affiliates. An employee on leave of absence may be
       considered as still in the employ of the Company or any of its
       subsidiaries or affiliates for purposes of eligibility for participation
       in the Plan. For purposes of the Plan, a joint venture in which the
       Company or its subsidiary has a substantial direct or indirect equity
       investment shall be deemed an affiliate, if so determined by the
       Committee.

              (b) Per-Person Award Limitations. In each fiscal year during any
       part of which the Plan is in effect, an Eligible Person may be granted
       Awards intended to qualify as "performance-based compensation" under Code

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       Section 162(m) (or any successor provision) under each of Section 6(b),
       6(c), 6(d), 6(e), 6(f), 6(g) or 6(h) relating to up to his or her Annual
       Limit (such Annual Limit to apply separately to the type of Award
       authorized under each specified subsection, except that the limitation
       applies to Dividend Equivalents under Section 6(g) only if such Dividend
       Equivalents are granted separately from and not as a feature of another
       Award). A Participant's Annual Limit in any fiscal year during any part
       of which the Participant is then eligible under the Plan shall equal
       650,000 shares of all classes of Stock plus the amount of the
       Participant's unused Annual Limit relating to the same type of Award as
       of the close of the previous fiscal year, subject to adjustment as
       provided in Section 11(c). In the case of an Award which is not valued in
       a way in which the limitation set forth in the preceding sentence would
       operate as an effective limitation satisfying Treasury Regulation
       1.162-27(e)(4) or any successor provision (including a Performance Award
       under Section 7 not related to an Award specified in Section 6), an
       Eligible Person may not be granted Awards authorizing the earning during
       any fiscal year of an amount that exceeds the Participant's Annual Limit,
       which for this purpose shall equal $3 million plus the amount of the
       Participant's unused cash Annual Limit as of the close of the previous
       fiscal year (this limitation is separate and not affected by the number
       of Awards granted during such fiscal year subject to the limitation in
       the preceding sentence). For this purpose, (i) "earning" means satisfying
       performance conditions so that an amount becomes payable, without regard
       to whether it is to be paid currently or on a deferred basis or continues
       to be subject to any service requirement or other non-performance
       condition, and (ii) a Participant's Annual Limit is used to the extent an
       amount or number of shares of Stock may be potentially earned or paid
       under an Award, regardless of whether such amount or shares are in fact
       earned or paid.


       6.     SPECIFIC TERMS OF AWARDS.

              (a) General. Awards may be granted on the terms and conditions set
       forth in this Section 6. In addition, the Committee may impose on any
       Award or the exercise thereof, at the date of grant or thereafter
       (subject to Section 11(e)), such additional terms and conditions, not
       inconsistent with the provisions of the Plan, as the Committee shall
       determine, including terms requiring forfeiture of Awards in the event of
       termination of employment or service by the Participant and terms
       permitting a Participant to make elections relating to his or her Award.
       The Committee shall retain full power and discretion with respect to any
       term or condition of an Award that is not mandatory under the Plan. The
       Committee shall require the payment of lawful consideration for an Award
       to the extent necessary to satisfy the requirements of the Florida
       Business Corporation Act, and may otherwise require payment of
       consideration for an Award except as limited by the Plan.

              (b)   Options.  The Committee is authorized to grant Options to
       Participants on the following terms and conditions:

                    (i) Exercise Price. The exercise price per share of Stock
              purchasable under an Option (including both ISOs and non-qualified
              Options) shall be determined by the Committee, provided that such
              exercise price shall be not less than the Fair Market Value of a
              share of Stock on the date of grant of such Option, subject to
              Sections 6(f), 8(a) and 11(k).

                    (ii) Option Term; Time and Method of Exercise. The Committee
              shall determine the term of each Option, provided that in no event
              shall the term of any ISO or SAR in tandem therewith exceed a
              period of ten years from the date of grant. The Committee shall
              determine the time or times at which or the circumstances under
              which an Option may be exercised in whole or in part (including
              based on achievement of performance goals and/or future service
              requirements), the methods by which such exercise price may be
              paid or deemed to be paid and the form of such payment (subject to
              Section 11(k)), including, without limitation, cash, Stock, other
              Awards or awards granted under other plans of the Company or any
              subsidiary or affiliate of the Company, or other property
              (including notes and other contractual obligations of Participants
              to make payment on a deferred basis, such as through "cashless
              exercise" arrangements, to the extent permitted by applicable
              law), and the methods by or forms in which Stock will be delivered
              or deemed to be delivered in satisfaction of Options to
              Participants (including deferred delivery of shares representing
              the Option "profit," at the election of the Participant or as
              mandated by the Committee, with such deferred shares subject to
              any vesting, forfeiture or other terms as the Committee may
              specify).

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                    (iii) ISOs. The terms of any ISO granted under the Plan
              shall comply in all respects with the provisions of Code Section
              422, including but not limited to the requirement that no ISO
              shall be granted more than ten years after the Effective Date.


                    (iv) The Committee shall determine the terms and conditions
              upon which an Option shall terminate or cease to be exercisable.
              Unless otherwise provided by the Committee, in the event that a
              Participant ceases to be employed by, or provide service to, the
              Company for any reason other than disability (as defined by the
              Committee), death or termination for cause (as defined by the
              Committee), any Option which is otherwise exercisable by the
              Participant shall terminate unless exercised within 30 days after
              the date on which the Participant ceases to be employed by, or
              provide service to, the Company (or within such other period of
              time as may be specified by the Committee), but in any event no
              later than the date of expiration of the Option term. Except as
              otherwise provided by the Committee, any of the Participant's
              Options that are not otherwise exercisable as of the date on which
              the Participant ceases to be employed by, or provide service to,
              the Company shall terminate as of such date. In the event that the
              Participant ceases to be employed by, or provide service to, the
              Company on account of a termination for cause by the Company, any
              Option held by the Participant shall terminate as of the date that
              the Participant ceases to be employed by, or provide service to,
              the Company. Unless otherwise provided by the Committee, in the
              event the Participant ceases to be employed by, or provide service
              to, the Company because the Participant dies or becomes disabled,
              any Option which is otherwise exercisable by the Participant shall
              terminate unless exercised within one year after the date on which
              the Participant ceases to be employed by, or provide service to,
              the Company (or within such other period of time as may be
              specified by the Committee), but in any event no later than the
              date of expiration of the Option term. Except as otherwise
              provided by the Committee, any of the Participant's Options which
              are not otherwise exercisable as of the date of which the
              Participant ceases to be employed by, or provide service to, the
              Company shall terminate as of such date. Notwithstanding this
              Section 6(b)(iv), the Committee shall have the right in its
              discretion to set different terms and conditions pertaining to
              termination and to extend the period during which any Option may
              be exercised subsequent to the termination of a Participant's
              employment or service.

              (c)   Stock Appreciation Rights.  The Committee is authorized to
       grant SARs to Participants on the following terms and conditions:

                    (i) Right to Payment. An SAR shall confer on the Participant
              to whom it is granted a right to receive, upon exercise thereof,
              the excess of (A) the Fair Market Value of one share of Stock on
              the date of exercise (or, in the case of a "Limited SAR," the Fair
              Market Value determined by reference to the Change in Control
              Price, as defined under Section 9(c) hereof) over (B) the grant
              price of the SAR as determined by the Committee.

                    (ii) Other Terms. The Committee shall determine at the date
              of grant or thereafter, the time or times at which and the
              circumstances under which a SAR may be exercised in whole or in
              part (including based on achievement of performance goals and/or
              future service requirements), the method of exercise, method of
              settlement, form of consideration payable in settlement, method by
              or forms in which Stock will be delivered or deemed to be
              delivered to Participants, and whether or not a SAR shall be
              free-standing or in tandem or combination with any other Award.
              Limited SARs that may only be exercised in connection with a
              Change in Control or other event as specified by the Committee may
              be granted on such terms, not inconsistent with this Section 6(c),
              as the Committee may determine.

              (d)   Restricted Stock.  The Committee is authorized to grant
       Restricted Stock to Participants on the following terms and conditions:

                    (i) Grant and Restrictions. Restricted Stock shall be
              subject to such restrictions on transferability, risk of
              forfeiture and other restrictions, if any, as the Committee may
              impose, which restrictions may lapse separately or in combination
              at such times, under such circumstances (including based on
              achievement of performance goals and/or future service
              requirements), in such installments or

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              otherwise and under such other circumstances as the Committee may
              determine at the date of grant or thereafter. Except to the extent
              restricted under the terms of the Plan and any Award document
              relating to the Restricted Stock, a Participant granted Restricted
              Stock shall have all of the rights of a stockholder, including the
              right to vote the Restricted Stock and the right to receive
              dividends thereon (subject to any mandatory reinvestment or other
              requirement imposed by the Committee).

                    (ii) Forfeiture. Except as otherwise determined by the
              Committee, upon termination of employment or service during the
              applicable restriction period, Restricted Stock that is at that
              time subject to restrictions shall be forfeited and reacquired by
              the Company; provided that the Committee may provide, by rule or
              regulation or in any Award document, or may determine in any
              individual case, that restrictions or forfeiture conditions
              relating to Restricted Stock will lapse in whole or in part,
              including in the event of terminations resulting from specified
              causes.

                    (iii) Certificates for Stock. Restricted Stock granted under
              the Plan may be evidenced in such manner as the Committee shall
              determine. If certificates representing Restricted Stock are
              registered in the name of the Participant, the Committee may
              require that such certificates bear an appropriate legend
              referring to the terms, conditions and restrictions applicable to
              such Restricted Stock, that the Company retain physical possession
              of the certificates, and that the Participant deliver a stock
              power to the Company, endorsed in blank, relating to the
              Restricted Stock.

                    (iv) Dividends and Splits. As a condition to the grant of an
              Award of Restricted Stock, the Committee may require that any
              dividends paid on a share of Restricted Stock shall be either (A)
              paid with respect to such Restricted Stock at the dividend payment
              date in cash, in kind, or in a number of shares of unrestricted
              Stock having a Fair Market Value equal to the amount of such
              dividends, or (B) automatically reinvested in additional
              Restricted Stock or held in kind, which shall be subject to the
              same terms as applied to the original Restricted Stock to which it
              relates, or (C) deferred as to payment, either as a cash deferral
              or with the amount or value thereof automatically deemed
              reinvested in shares of Deferred Stock, other Awards or other
              investment vehicles, subject to such terms as the Committee shall
              determine or permit a Participant to elect. Unless otherwise
              determined by the Committee, Stock distributed in connection with
              a Stock split or Stock dividend, and other property distributed as
              a dividend, shall be subject to restrictions and a risk of
              forfeiture to the same extent as the Restricted Stock with respect
              to which such Stock or other property has been distributed.


              (e) Deferred Stock. The Committee is authorized to grant to
       Participants, Deferred Stock which represents a right to receive Stock,
       other Awards, or a combination thereof at the end of a specified deferral
       period, subject to the following terms and conditions:

                    (i) Award and Restrictions. Issuance of Stock will occur
              upon expiration of the deferral period specified for an Award of
              Deferred Stock by the Committee (or, if permitted by the
              Committee, as elected by the Participant). In addition, Deferred
              Stock shall be subject to such restrictions on transferability,
              risk of forfeiture and other restrictions, if any, as the
              Committee may impose, which restrictions may lapse at the
              expiration of the deferral period or at earlier specified times
              (including based on achievement of performance goals and/or future
              service requirements), separately or in combination, in
              installments or otherwise, and under such other circumstances as
              the Committee may determine at the date of grant or thereafter.
              Deferred Stock may be satisfied by delivery of Stock, other
              Awards, or a combination thereof (subject to Section 11(k)), as
              determined by the Committee at the date of grant or thereafter.

                    (ii) Forfeiture. Except as otherwise determined by the
              Committee, upon termination of employment or service during the
              applicable deferral period or portion thereof to which forfeiture
              conditions apply (as provided in the Award document evidencing the
              Deferred Stock), all Deferred Stock that is at that time subject
              to such forfeiture conditions shall be forfeited; provided that
              the Committee may provide, by rule or regulation or in any Award
              document, or may determine in any individual case, that

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              restrictions or forfeiture conditions relating to Deferred Stock
              will lapse in whole or in part, including in the event of
              terminations resulting from specified causes.

                    (iii) Dividend Equivalents. Unless otherwise determined by
              the Committee, Dividend Equivalents on the specified number of
              shares of Stock covered by an Award of Deferred Stock shall be
              either (A) paid with respect to such Deferred Stock at the
              dividend payment date in cash or in shares of unrestricted Stock
              having a Fair Market Value equal to the amount of such dividends,
              or (B) deferred with respect to such Deferred Stock, either as a
              cash deferral or with the amount or value thereof automatically
              deemed reinvested in additional Deferred Stock, other Awards or
              other investment vehicles having a Fair Market Value equal to the
              amount of such dividends, as the Committee shall determine or
              permit a Participant to elect.

              (f) Bonus Stock and Awards in Lieu of Obligations. The Committee
       is authorized to grant Stock as a bonus, or to grant Stock or other
       Awards in lieu of obligations of the Company or a subsidiary or affiliate
       of the Company to pay cash or deliver other property under the Plan or
       under other plans or compensatory arrangements, subject to such terms as
       shall be determined by the Committee.

              (g) Dividend Equivalents. The Committee is authorized to grant
       Dividend Equivalents to a Participant, entitling the Participant to
       receive cash, Stock, other Awards, or other property equivalent to all or
       a portion of the dividends paid with respect to a specified number of
       shares of Stock. Dividend Equivalents may be awarded on a free-standing
       basis or in connection with another Award. The Committee may provide that
       Dividend Equivalents shall be paid or distributed when accrued or shall
       be deemed to have been reinvested in additional Stock, Awards, or other
       investment vehicles, and subject to restrictions on transferability,
       risks of forfeiture and such other terms as the Committee may specify.

              (h) Other Stock-Based Awards. The Committee is authorized, subject
       to limitations under applicable law, to grant to Participants such other
       Awards that may be denominated or payable in, valued in whole or in part
       by reference to, or otherwise based on or related to, Stock or factors
       that may influence the value of Stock, including, without limitation,
       convertible or exchangeable debt securities, other rights convertible or
       exchangeable into Stock, purchase rights for Stock, Awards with value and
       payment contingent upon performance of the Company or business units
       thereof or any other factors designated by the Committee, and Awards
       valued by reference to the book value of Stock or the value of securities
       of or the performance of specified subsidiaries or affiliates or other
       business units. The Committee shall determine the terms and conditions of
       such Awards. Stock delivered pursuant to an Award in the nature of a
       purchase right granted under this Section 6(h) shall be purchased for
       such consideration, paid for at such times, by such methods, and in such
       forms, including, without limitation, cash, Stock, other Awards, notes,
       or other property, as the Committee shall determine. Cash awards, as an
       element of or supplement to any other Award under the Plan, may also be
       granted pursuant to this Section 6(h).

             (i) Performance Awards. Performance Awards, denominated in cash or
       in Stock or other Awards, may be granted by the Committee in accordance
       with Section 7.

       7.     PERFORMANCE AWARDS.

              (a) Performance Awards Generally. The Committee is authorized to
       grant Performance Awards on the terms and conditions specified in this
       Section 7. Performance Awards may be denominated as a cash amount, number
       of shares of Stock, or specified number of other Awards (or a
       combination) which may be earned upon achievement or satisfaction of
       performance conditions specified by the Committee. In addition, the
       Committee may specify that any other Award shall constitute a Performance
       Award by conditioning the right of a Participant to exercise the Award or
       have it settled, and the timing thereof, upon achievement or satisfaction
       of such performance conditions as may be specified by the Committee. The
       Committee may use such business criteria and other measures of
       performance as it may deem appropriate in establishing any performance
       conditions, and may exercise its discretion to reduce or increase the
       amounts payable under any Award subject to performance

                                       8
<PAGE>

       conditions, except as limited under Section 7(b) and 7(c) in the case of
       a Performance Award intended to qualify as "performance-based
       compensation" under Code Section 162(m).

              (b) Performance Awards Granted to Covered Employees. If the
       Committee determines that a Performance Award to be granted to an
       Eligible Person who is designated by the Committee as likely to be a
       Covered Employee should qualify as "performance-based compensation" for
       purposes of Code Section 162(m) or any successor provision, the grant,
       exercise and/or settlement of such Performance Award shall be contingent
       upon achievement of a preestablished performance goal and other terms set
       forth in this Section 7(b).

                    (i) Performance Goal Generally. The performance goal for
              such Performance Awards shall consist of one or more business
              criteria and a targeted level or levels of performance with
              respect to each of such criteria, as specified by the Committee
              consistent with this Section 7(b). The performance goal shall be
              objective and shall otherwise meet the requirements of Code
              Section 162(m) or any successor provision and regulations
              thereunder (including Regulation 1.162-27 and successor
              regulations thereto), including the requirement that the level or
              levels of performance targeted by the Committee result in the
              achievement of performance goals being "substantially uncertain."
              The Committee may determine that such Performance Awards shall be
              granted, exercised and/or settled upon achievement of any one
              performance goal or that two or more of the performance goals must
              be achieved as a condition to grant, exercise and/or settlement of
              such Performance Awards. Performance goals may differ for
              Performance Awards granted to any one Participant or to different
              Participants.


                    (ii) Business Criteria. One or more of the following
              business criteria for the Company, on a consolidated basis, and/or
              for specified subsidiaries or affiliates or other business units
              of the Company shall be used by the Committee in establishing
              performance goals for such Performance Awards: (1) net interest
              income, net interest income after provision for loan losses; (2)
              income before or after taxes, before or after interest,
              depreciation, amortization, or extraordinary or special items;
              (3) net income or net income per common share (basic or diluted);
              (4) return on assets (gross or net), return on investment, return
              on capital, or return on equity; (5) cash flow, free cash flow,
              cash flow return on investment (discounted or otherwise), net cash
              provided by operations, or cash flow in excess of cost of capital;
              (6) interest expense after taxes; (7) economic value created;
              (8) operating margin or profit margin; (9) stock price or total
              stockholder return; (10) dividend payout as a percentage of net
              income; and (11) strategic business criteria, consisting of one or
              more objectives based on meeting specified market penetration,
              asset production or deposit growth, expansion of distribution
              channels and geographic business expansion goals, cost targets,
              customer satisfaction, employee satisfaction, management of
              employment practices and employee benefits, supervision of
              litigation and information technology, and goals relating to
              acquisitions or divestitures of subsidiaries, affiliates or joint
              ventures of the Company. The targeted level or levels of
              performance with respect to such business criteria may be
              established at such levels and in such terms as the Committee may
              determine, in its discretion, including in absolute terms, as a
              goal relative to performance in prior periods, or as a goal
              compared to the performance of one or more comparable companies or
              an index covering multiple companies.

                    (iii) Performance Period; Timing for Establishing
              Performance Goals; Per-Person Limit. Achievement of performance
              goals in respect of such Performance Awards shall be measured over
              a performance period of up to one year or more than one year, as
              specified by the Committee. A performance goal shall be
              established not later than the earlier of (A) 90 days after the
              beginning of any performance period applicable to such Performance
              Award or (B) the time 25% of such performance period has elapsed.
              In all cases, the maximum Performance Award of any Participant
              shall be subject to the limitation set forth in Section 5.

                    (iv) Performance Award Pool. The Committee may establish a
              Performance Award pool, which shall be an unfunded pool, for
              purposes of measuring performance of the Company in connection
              with Performance Awards. The amount of such Performance Award pool
              shall be based upon the achievement of a performance goal or goals
              based on one or more of the business criteria set forth in Section
              7(b)(ii) during the given performance period, as specified by the
              Committee in accordance with Section 7(b)(iv).

                                       9
<PAGE>

              The Committee may specify the amount of the Performance Award pool
              as a percentage of any of such business criteria, a percentage
              thereof in excess of a threshold amount, or as another amount
              which need not bear a strictly mathematical relationship to such
              business criteria.

                    (v) Settlement of Performance Awards; Other Terms.
              Settlement of such Performance Awards shall be in cash, Stock,
              other Awards or other property, in the discretion of the
              Committee. The Committee may, in its discretion, increase or
              reduce the amount of a settlement otherwise to be made in
              connection with such Performance Awards, but may not exercise
              discretion to increase any such amount payable to a Covered
              Employee in respect of a Performance Award subject to this Section
              7(b). Any settlement which changes the form of payment from that
              originally specified shall be implemented in a manner such that
              the Performance Award and other related Awards do not, solely for
              that reason, fail to qualify as "performance-based compensation"
              for purposes of Code Section 162(m) or any successor provision.
              The Committee shall specify the circumstances in which such
              Performance Awards shall be paid or forfeited in the event of
              termination of employment by the Participant or other event
              (including a Change in Control) prior to the end of a performance
              period or settlement of such Performance Awards.

              (c) Written Determinations. Determinations by the Committee as to
       the establishment of performance goals, the amount potentially payable in
       respect of Performance Awards, the level of actual achievement of the
       specified performance goals relating to Performance Awards and the amount
       of any final Performance Award shall be recorded in writing in the case
       of Performance Awards intended to qualify under Section 162(m).
       Specifically, the Committee shall certify in writing, in a manner
       conforming to applicable regulations under Section 162(m), prior to
       settlement of each such Award granted to a Covered Employee, that the
       performance objective relating to the Performance Award and other
       material terms of the Award upon which settlement of the Award was
       conditioned have been satisfied.

       8.     CERTAIN PROVISIONS APPLICABLE TO AWARDS.

              (a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards
       granted under the Plan may, in the discretion of the Committee, be
       granted either alone or in addition to, in tandem with, or in
       substitution or exchange for, any other Award or any award granted under
       another plan of the Company, any subsidiary or affiliate of the Company,
       or any business entity to be acquired by the Company or a subsidiary or
       affiliate of the Company, or any other right of a Participant to receive
       payment from the Company or any subsidiary or affiliate of the Company.
       Awards granted in addition to or in tandem with other Awards or awards
       may be granted either as of the same time as or a different time from the
       grant of such other Awards or awards. Subject to Section 11(k), the
       Committee may determine that, in granting a new Award, the in-the-money
       value of any surrendered Award or award may be applied to reduce the
       exercise price of any Option, grant price of any SAR, or purchase price
       of any other Award.

              (b) Term of Awards. The term of each Award shall be for such
       period as may be determined by the Committee, subject to the express
       limitations set forth in Section 6(b)(ii).

              (c) Form and Timing of Payment under Awards; Deferrals. Subject to
       the terms of the Plan (including Section 11(k)) and any applicable Award
       document, payments to be made by the Company or a subsidiary or affiliate
       of the Company upon the exercise of an Option or other Award or
       settlement of an Award may be made in such forms as the Committee shall
       determine, including, without limitation, cash, Stock, other Awards or
       other property, and may be made in a single payment or transfer, in
       installments, or on a deferred basis. The settlement of any Award may be
       accelerated, and cash paid in lieu of Stock in connection with such
       settlement, in the discretion of the Committee or upon occurrence of one
       or more specified events (subject to Section 11(k)). Installment or
       deferred payments may be required by the Committee (subject to Section
       11(e)) or permitted at the election of the Participant on terms and
       conditions established by the Committee. Payments may include, without
       limitation, provisions for the payment or crediting of reasonable
       interest on installment or deferred payments or the grant or crediting of
       Dividend Equivalents or other amounts in respect of installment or
       deferred payments denominated in Stock.

                                      10
<PAGE>

              (d) Exemptions from Section 16(b) Liability. With respect to a
       Participant who is then subject to the reporting requirements of Section
       16(a) of the Exchange Act in respect of the Company, the Committee shall
       implement transactions under the Plan and administer the Plan in a manner
       that will ensure that each transaction with respect to such a Participant
       is exempt from liability under Rule 16b-3 or otherwise not subject to
       liability under Section 16(b)), except that this provision shall not
       limit sales by such a Participant, and such a Participant may engage in
       other non-exempt transactions under the Plan. The Committee may authorize
       the Company to repurchase any Award or shares of Stock deliverable or
       delivered in connection with any Award (subject to Section 11(k)) in
       order to avoid a Participant who is subject to Section 16 of the Exchange
       Act incurring liability under Section 16(b). Unless otherwise specified
       by the Participant, equity securities or derivative securities acquired
       under the Plan which are disposed of by a Participant shall be deemed to
       be disposed of in the order acquired by the Participant.

              (e) Loan Provisions. With the consent of the Committee, and
       subject to Section 11(k) and subject at all times to, and only to the
       extent, if any, permitted under and in accordance with, laws and
       regulations and other binding obligations or provisions applicable to the
       Company, the Company may make, guarantee, or arrange for a loan or loans
       to a Participant with respect to the exercise of any Option or other
       payment in connection with any Award, including the payment by a
       Participant of any or all federal, state, or local income or other taxes
       due in connection with any Award. Subject to such limitations, the
       Committee shall have full authority to decide whether to make a loan or
       loans hereunder and to determine the amount, terms, and provisions of any
       such loan or loans, including the interest rate, if any, to be charged in
       respect of any such loan or loans, whether the loan or loans are to be
       with or without recourse against the borrower, the terms on which the
       loan is to be repaid and conditions, if any, under which the loan or
       loans may be forgiven.

       9.     CHANGE IN CONTROL.

              (a) Effect of "Change in Control" on Non-Performance Based Awards.
       In the event of a "Change in Control," the following provisions shall
       apply to non-performance based Awards, including Awards as to which
       performance conditions previously have been satisfied or are deemed
       satisfied under Section 9(b), unless otherwise provided by the Committee
       in the Award document:

                    (i) All deferral of settlement, forfeiture conditions and
              other restrictions applicable to Awards granted under the Plan
              shall lapse and such Awards shall be fully payable as of the time
              of the Change in Control without regard to deferral and vesting
              conditions, except to the extent of any waiver by the Participant
              or other express election to defer beyond a Change in Control and
              subject to applicable restrictions set forth in Section 11(a);

                    (ii) Any Award carrying a right to exercise that was not
              previously exercisable and vested shall become fully exercisable
              and vested as of the time of the Change in Control and shall
              remain exercisable and vested for the balance of the stated term
              of such Award without regard to any termination of employment or
              service by the Participant other than a termination for "cause"
              (as defined in any employment or severance agreement between the
              Company or a subsidiary or affiliate and the Participant then in
              effect or, if none, as defined by the Committee and in effect at
              the time of the Change in Control), subject only to applicable
              restrictions set forth in Section 11(a); and


                    (iii) The Committee may, in its discretion, determine to
              extend to any Participant who holds an Option the right to elect,
              during the 60-day period immediately following the Change in
              Control, in lieu of acquiring the shares of Stock covered by such
              Option, to receive in cash the excess of the Change in Control
              Price, as defined below, over the exercise price of such Option,
              multiplied by the number of shares of Stock covered by such
              Option, and to extend to any Participant who holds other types of
              Awards denominated in shares the right to elect, during the 60-day
              period immediately following the Change in Control, in lieu of
              receiving the shares of Stock covered by such Award, to receive in
              cash the Change in Control Price as defined below, multiplied by
              the number of shares of Stock covered by such Award.

                                      11
<PAGE>

              (b) Effect of "Change in Control" on Performance-Based Awards. In
       the event of a "Change in Control," with respect to an outstanding Award
       subject to achievement of performance goals and conditions, such
       performance goals and conditions shall be deemed to be met or exceeded if
       and to the extent so provided by the Committee in the Award document
       governing such Award or other agreement with the Participant.

              (c) Definition of "Change in Control." [a] "Change in Control"
       shall be deemed to have occurred if, after the Effective Date, there
       shall have occurred any of the following:


                    (i) Any "person," as such term is used in Section 13(d) and
              14(d) of the Exchange Act (other than the Company, any trustee or
              other fiduciary holding securities under an employee benefit plan
              of the Company, any company owned, directly or indirectly, by the
              stockholders of the Company in substantially the same proportions
              as their ownership of stock of the Company, or any person or group
              of persons who as of the date of approval of this Plan by the
              Board of Directors of the Company own, directly or indirectly, 10%
              or more of the combined voting power of the securities of the
              Company), acquires voting securities of the Company and
              immediately thereafter is a "50% Beneficial Owner." For purposes
              of this provision, a "50% Beneficial Owner" shall mean a person
              who is the "beneficial owner" (as defined in Rule 13d-3 under the
              Exchange Act), directly or indirectly, of securities of the
              Company representing 50% or more of the combined voting power of
              the Company's then-outstanding voting securities;

                    (ii) During any period of two consecutive years commencing
              on or after the Effective Date, individuals who at the beginning
              of such period constitute the Board, and any new director (other
              than a director designated by a person (as defined above) who has
              entered into an agreement with the Company to effect a transaction
              described in subsections (i), (iii) or (iv) of this definition)
              whose election by the Board or nomination for election by the
              Company's stockholders was approved by a vote of at least
              two-thirds (2/3) of the directors then still in office who either
              were directors at the beginning of the period or whose election or
              nomination for election was previously so approved (the
              "Continuing Directors") cease for any reason to constitute at
              least a majority thereof;

                    (iii) The stockholders of the Company have approved a
              merger, consolidation, recapitalization, or reorganization of the
              Company, or a reverse stock split of any class of voting
              securities of the Company, or the consummation of any such
              transaction if stockholder approval is not obtained, other than
              any such transaction which would result in at least 60% of the
              combined voting power of the voting securities of the Company or
              the surviving entity outstanding immediately after such
              transaction being beneficially owned by persons who together
              beneficially owned at least 80% of the combined voting power of
              the voting securities of the Company outstanding immediately prior
              to such transaction, with the relative voting power of each such
              continuing holder compared to the voting power of each other
              continuing holder not substantially altered as a result of the
              transaction; provided that, for purposes of this Section
              9(c)(iii), such continuity of ownership (and preservation of
              relative voting power) shall be deemed to be satisfied if the
              failure to meet such 60% threshold (or to substantially preserve
              such relative voting power) is due solely to the acquisition of
              voting securities by an employee benefit plan of the Company, such
              surviving entity or a subsidiary thereof; and provided further,
              that, if consummation of the corporate transaction referred to in
              this Section 9(c)(iii) is subject, at the time of such approval by
              stockholders, to the consent of any government or governmental
              agency or approval of the stockholders of another entity or other
              material contingency, no Change in Control shall occur until such
              time as such consent and approval has been obtained and any other
              material contingency has been satisfied;

                    (iv) The stockholders of the Company have approved a plan of
              complete liquidation of the Company or an agreement for the sale
              or disposition by the Company of all or substantially all of the
              Company's assets (or any transaction having a similar effect);
              provided that, if consummation of the transaction referred to in
              this Section 9(c)(iv) is subject, at the time of such approval by
              stockholders, to the consent of any government or governmental
              agency or approval of the stockholders of another entity or other
              material contingency, no Change in Control shall occur until such
              time as such consent and approval has been obtained and any other
              material contingency has been satisfied; and

                                      12
<PAGE>

                    (v) any other event which the Board of Directors of the
              Company determines shall constitute a Change in Control for
              purposes of this Plan.

              (d) Definition of "Change in Control Price." The "Change in
       Control Price" means an amount in cash equal to the higher of (i) the
       amount of cash and fair market value of property that is the highest
       price per share paid (including extraordinary dividends) in any
       transaction triggering the Change in Control or any liquidation of shares
       following a sale of substantially all assets of the Company, or (ii) the
       highest Fair Market Value per share at any time during the 60-day period
       preceding and 60-day period following the Change in Control.

       10.    ADDITIONAL AWARD FORFEITURE PROVISIONS.

              (a) Forfeiture of Options and Other Awards and Gains Realized Upon
       Prior Option Exercises or Award Settlements. Unless otherwise determined
       by the Committee, each Award granted hereunder shall be subject to the
       following additional forfeiture conditions, to which the Participant, by
       accepting an Award hereunder, agrees. If any of the events specified in
       Section 10(b)(i), (ii), or (iii) occurs (a "Forfeiture Event"), all of
       the following forfeitures will result:

                    (i) The unexercised portion of the Option, whether or not
              vested, and any other Award not then settled (except for an Award
              that has not been settled solely due to an elective deferral by
              the Participant and otherwise is not forfeitable in the event of
              any termination of service of the Participant) will be immediately
              forfeited and canceled upon the occurrence of the Forfeiture
              Event; and

                    (ii) The Participant will be obligated to repay to the
              Company, in cash, within five business days after demand is made
              therefor by the Company, the total amount of Award Gain (as
              defined herein) realized by the Participant upon each exercise of
              an Option or settlement of an Award (regardless of any elective
              deferral) that occurred on or after (A) the date that is six
              months prior to the occurrence of the Forfeiture Event, if the
              Forfeiture Event occurred while the Participant was employed by
              the Company or a subsidiary or affiliate of the Company , or (B)
              the date that is six months prior to the date the Participant's
              employment by the Company or a subsidiary or affiliate of the
              Company terminated, if the Forfeiture Event occurred after the
              Participant ceased to be so employed. For purposes of this
              Section, the term "Award Gain" shall mean (i), in respect of a
              given Option exercise, the product of (X) the Fair Market Value
              per share of Stock at the date of such exercise (without regard to
              any subsequent change in the market price of shares) minus the
              exercise price times (Y) the number of shares as to which the
              Option was exercised at that date, and (ii), in respect of any
              other settlement of an Award granted to the Participant, the Fair
              Market Value of the cash or Stock paid or payable to Participant
              (regardless of any elective deferral) less any cash or the Fair
              Market Value of any Stock or property (other than an Award or
              award which would have itself then been forfeitable hereunder and
              excluding any payment of tax withholding) paid by the Participant
              to the Company as a condition of or in connection such settlement.

              (b) Events Triggering Forfeiture. The forfeitures specified in
       Section 10(a) will be triggered upon the occurrence of any one of the
       following Forfeiture Events at any time during the Participant's
       employment by the Company or a subsidiary or affiliate of the Company or
       during the one-year period following termination of such employment:

                    (i) The Participant, acting alone or with others, directly
              or indirectly, prior to a Change in Control, (A) engages, either
              as employee, employer, consultant, advisor, or director, or as an
              owner, investor, partner, or stockholder unless the Participant's
              interest is insubstantial, in any business in an area or region in
              which the Company conducts business at the date the event occurs,
              which is directly in competition with a business then conducted by
              the Company or a subsidiary or affiliate of the Company; (B)
              induces any customer or supplier of the Company or a subsidiary or
              affiliate of the Company, or other company with which the Company
              or a subsidiary or affiliate of the Company has a business
              relationship, to curtail, cancel, not renew, or not continue his
              or her or its business with the Company or any subsidiary or
              affiliate of the Company; or (C) induces, or attempts to
              influence, any employee of or service provider

                                      13
<PAGE>

              to the Company or a subsidiary or affiliate of the Company to
              terminate such employment or service. The Committee shall, in its
              discretion, determine which lines of business the Company conducts
              on any particular date and which third parties may reasonably be
              deemed to be in competition with the Company. For purposes of this
              Section 10(b)(i), a Participant's interest as a stockholder is
              insubstantial if it represents beneficial ownership of less than
              five percent of the outstanding class of stock, and a
              Participant's interest as an owner, investor, or partner is
              insubstantial if it represents ownership, as determined by the
              Committee in its discretion, of less than five percent of the
              outstanding equity of the entity;

                    (ii) The Participant discloses, uses, sells, or otherwise
              transfers, except in the course of employment with or other
              service to the Company or any subsidiary or affiliate of the
              Company, any confidential or proprietary information of the
              Company or any subsidiary or affiliate of the Company, including
              but not limited to information regarding the Company's current and
              potential customers, organization, employees, finances, and
              methods of operations and investments, so long as such information
              has not otherwise been disclosed to the public or is not otherwise
              in the public domain, except as required by law or pursuant to
              legal process, or the Participant makes statements or
              representations, or otherwise communicates, directly or
              indirectly, in writing, orally, or otherwise, or takes any other
              action which may, directly or indirectly, disparage or be damaging
              to the Company or any of its subsidiaries or affiliates or their
              respective officers, directors, employees, advisors, businesses or
              reputations, except as required by law or pursuant to legal
              process; or

                    (iii) The Participant fails to cooperate with the Company or
              any subsidiary or affiliate by making himself or herself available
              to testify on behalf of the Company or such subsidiary or
              affiliate in any action, suit, or proceeding, whether civil,
              criminal, administrative, or investigative, or otherwise fails to
              assist the Company or any subsidiary or affiliate in any such
              action, suit, or proceeding by providing information and meeting
              and consulting with members of management of, other
              representatives of, or counsel to, the Company or such subsidiary
              or affiliate of the Company, as reasonably requested.

              (c) Agreement Does Not Prohibit Competition or Other Participant
       Activities. Although the conditions set forth in this Section 10 shall be
       deemed to be incorporated into an Award, a Participant is not thereby
       prohibited from engaging in any activity, including but not limited to
       competition with the Company and its subsidiaries and affiliates. Rather,
       the non-occurrence of the Forfeiture Events set forth in Section 10(b) is
       a condition to the Participant's right to realize and retain value from
       his or her compensatory Options and Awards, and the consequence under the
       Plan if the Participant engages in an activity giving rise to any such
       Forfeiture Event are the forfeitures specified herein. The Company and
       the Participant shall not be precluded by this provision or otherwise
       from entering into other agreements concerning the subject matter of
       Section 10(a) and 10(b).

              (d) Committee Discretion. The Committee may, in its discretion,
       waive in whole or in part the Company's right to forfeiture under this
       Section, but no such waiver shall be effective unless evidenced by a
       writing signed by a duly authorized officer of the Company. In addition,
       the Committee may impose additional conditions on Awards, by inclusion of
       appropriate provisions in the document evidencing or governing any such
       Award.

       11.    GENERAL PROVISIONS.

              (a) Compliance with Legal and Other Requirements. The Company may,
       to the extent deemed necessary or advisable by the Committee, postpone
       the issuance or delivery of Stock or payment of other benefits under any
       Award until completion of such registration or qualification of such
       Stock or other required action under any federal or state law, rule or
       regulation, listing or other required action with respect to any stock
       exchange or automated quotation system upon which the Stock or other
       securities of the Company are listed or quoted, or compliance with any
       other obligation of the Company, as the Committee may consider
       appropriate, and may require any Participant to make such
       representations, furnish such information and comply with or be subject
       to such other conditions as it may consider appropriate in connection
       with the issuance or delivery of Stock

                                      14
<PAGE>

       or payment of other benefits in compliance with applicable laws, rules,
       and regulations, listing requirements, or other obligations. The
       foregoing notwithstanding, in connection with a Change in Control, the
       Company shall take or cause to be taken no action, and shall undertake or
       permit to arise no legal or contractual obligation, that results or would
       result in any postponement of the issuance or delivery of Stock or
       payment of benefits under any Award or the imposition of any other
       conditions on such issuance, delivery or payment, to the extent that such
       postponement or other condition would represent a greater burden on a
       Participant than existed on the 90th day preceding the Change in Control.

              (b) Limits on Transferability; Beneficiaries. No Award or other
       right or interest of a Participant under the Plan shall be pledged,
       hypothecated or otherwise encumbered or subjected to any lien, obligation
       or liability of such Participant to any party (other than the Company or
       a subsidiary or affiliate thereof), or assigned or transferred by such
       Participant otherwise than by will or the laws of descent and
       distribution or to a Beneficiary upon the death of a Participant, and
       such Awards or rights that may be exercisable shall be exercised during
       the lifetime of the Participant only by the Participant or his or her
       guardian or legal representative, except that Awards and other rights
       (other than ISOs and SARs in tandem therewith) may be transferred to one
       or more transferees during the lifetime of the Participant, and may be
       exercised by such transferees in accordance with the terms of such Award,
       but only if and to the extent such transfers are permitted by the
       Committee, subject to any terms and conditions which the Committee may
       impose thereon (including limitations the Committee may deem appropriate
       in order that offers and sales under the Plan will meet applicable
       requirements of registration forms under the Securities Act of 1933
       specified by the Securities and Exchange Commission). A Beneficiary,
       transferee, or other person claiming any rights under the Plan from or
       through any Participant shall be subject to all terms and conditions of
       the Plan and any Award document applicable to such Participant, except as
       otherwise determined by the Committee, and to any additional terms and
       conditions deemed necessary or appropriate by the Committee.

              (c) Adjustments. In the event that any large, special and
       non-recurring dividend or other distribution (whether in the form of cash
       or property other than Stock), recapitalization, forward or reverse
       split, Stock dividend, reorganization, merger, consolidation, spin-off,
       combination, repurchase, share exchange, liquidation, dissolution or
       other similar corporate transaction or event affects the Stock such that
       an adjustment is determined by the Committee to be appropriate under the
       Plan, then the Committee shall, in such manner as it may deem equitable,
       adjust any or all of (i) the number and kind of shares of Stock which may
       be delivered in connection with Awards granted thereafter, (ii) the
       number and kind of shares of Stock by which annual per-person Award
       limitations are measured under Section 5, (iii) the number and kind of
       shares of Stock subject to or deliverable in respect of outstanding
       Awards and (iv) the exercise price, grant price or purchase price
       relating to any Award or, if deemed appropriate, the Committee may make
       provision for a payment of cash or property to the holder of an
       outstanding Option (subject to Section 11(k)). In addition, the Committee
       is authorized to make adjustments in the terms and conditions of, and the
       criteria included in, Awards (including Performance Awards and
       performance goals and any hypothetical funding pool relating thereto) in
       recognition of unusual or nonrecurring events (including, without
       limitation, events described in the preceding sentence, as well as
       acquisitions and dispositions of businesses and assets) affecting the
       Company, any subsidiary or affiliate or other business unit of the
       Company, or the financial statements of the Company or any subsidiary or
       affiliate of the Company, or in response to changes in applicable laws,
       regulations, accounting principles, tax rates and regulations or business
       conditions or in view of the Committee's assessment of the business
       strategy of the Company, any subsidiary or affiliate or business unit
       thereof, performance of comparable organizations, economic and business
       conditions, personal performance of a Participant, and any other
       circumstances deemed relevant; provided that no such adjustment shall be
       authorized or made if and to the extent that the existence of such
       authority (i) would cause Options, SARs, or Performance Awards granted
       under Section 8 to Participants designated by the Committee as Covered
       Employees and intended to qualify as "performance-based compensation"
       under Code Section 162(m) or any successor provision and regulations
       thereunder to otherwise fail to qualify as "performance-based
       compensation" under Code Section 162(m) or any successor provision and
       regulations thereunder, or (ii) would cause the Committee to be deemed to
       have authority to change the targets, within the meaning of Treasury
       Regulation 1.162-27(e)(4)(vi) or any successor provision, under the
       performance goals relating to Options or SARs granted to Covered
       Employees and intended to qualify as "performance-based compensation"
       under Code Section 162(m) or any successor provision and regulations
       thereunder.


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<PAGE>

              (d)   Tax Provisions.

                    (i) Withholding. The Company and any subsidiary or affiliate
              of the Company is authorized to withhold from any Award granted,
              any payment relating to an Award under the Plan, including from a
              distribution of Stock, or any payroll or other payment to a
              Participant, amounts of withholding and other taxes due or
              potentially payable in connection with any transaction involving
              an Award, and to take such other action as the Committee may deem
              advisable to enable the Company and Participants to satisfy
              obligations for the payment of withholding taxes and other tax
              obligations relating to any Award. This authority shall include
              authority to withhold or receive Stock or other property and to
              make cash payments in respect thereof in satisfaction of a
              Participant's withholding obligations, either on a mandatory or
              elective basis in the discretion of the Committee. Other
              provisions of the Plan notwithstanding, only the minimum amount of
              Stock deliverable in connection with an Award necessary to satisfy
              statutory withholding requirements will be withheld.

                    (ii) Required Consent to and Notification of Code Section
              83(b) Election. No election under Section 83(b) of the Code (to
              include in gross income in the year of transfer the amounts
              specified in Code Section 83(b)) or under a similar provision of
              the laws of a jurisdiction outside the United States may be made
              unless expressly permitted by the terms of the Award document or
              by action of the Committee in writing prior to the making of such
              election. In any case in which a Participant is permitted to make
              such an election in connection with an Award, the Participant
              shall notify the Company of such election within ten days of
              filing notice of the election with the Internal Revenue Service or
              other governmental authority, in addition to any filing and
              notification required pursuant to regulations issued under Code
              Section 83(b) or other applicable provision.

                    (iii) Requirement of Notification Upon Disqualifying
              Disposition Under Code Section 421(b). If any Participant shall
              make any disposition of shares of Stock delivered pursuant to the
              exercise of an Incentive Stock Option under the circumstances
              described in Code Section 421(b) (relating to certain
              disqualifying dispositions), such Participant shall notify the
              Company of such disposition within ten days thereof.

              (e) Changes to the Plan. The Board may amend, suspend or terminate
       the Plan or the Committee's authority to grant Awards under the Plan
       without the consent of stockholders or Participants; provided, however,
       that any amendment to the Plan shall be submitted to the Company's
       stockholders for approval not later than the earliest annual meeting for
       which the record date is after the date of such Board action if such
       stockholder approval is required by any federal or state law or
       regulation or the rules of any stock exchange or automated quotation
       system on which the Stock may then be listed or quoted and the Board may
       otherwise, in its discretion, determine to submit other amendments to the
       Plan to stockholders for approval; and provided further, that, without
       the consent of an affected Participant, no such Board action may
       materially and adversely affect the rights of such Participant under any
       outstanding Award. Without the approval of stockholders, the Committee
       will not amend or replace previously granted Options in a transaction
       that constitutes a "repricing," as such term is used in Instruction 3 to
       Item 402(b)(2)(iv) of Regulation S-K, as promulgated by the Securities
       and Exchange Commission. With regard to other terms of Awards, the
       Committee shall have no authority to waive or modify any such Award term
       after the Award has been granted to the extent the waived or modified
       term would be mandatory under the Plan for any Award newly granted at the
       date of the waiver or modification.

              (f) Right of Setoff. The Company or any subsidiary or affiliate of
       the Company may, to the extent permitted by applicable law, deduct from
       and set off against any amounts that the Company or a subsidiary or
       affiliate of the Company may owe to the Participant from time to time,
       including amounts payable in connection with any Award, owed as wages,
       fringe benefits, or other compensation owed to the Participant, such
       amounts as may be owed by the Participant to the Company, including but
       not limited to amounts owed under Section 10(a), although the Participant
       shall remain liable for any part of the Participant's payment obligation
       not satisfied through such deduction and setoff. By accepting any Award
       granted hereunder, the Participant agrees to any deduction or setoff
       under this Section 11(f).

              (g) Unfunded Status of Awards; Creation of Trusts. The Plan is
       intended to constitute an "unfunded" plan for incentive and deferred
       compensation. With respect to any payments not yet made to a Participant
       or obligation to deliver Stock pursuant to an Award, nothing contained in
       the Plan or any Award shall give any such Participant any rights that are
       greater than those of a general creditor of the Company; provided that
       the

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<PAGE>

       Committee may authorize the creation of trusts and deposit therein cash,
       Stock, other Awards or other property, or make other arrangements to meet
       the Company's obligations under the Plan. Such trusts or other
       arrangements shall be consistent with the "unfunded" status of the Plan
       unless the Committee otherwise determines with the consent of each
       affected Participant.

              (h) Nonexclusivity of the Plan. Neither the adoption of the Plan
       by the Board nor its submission to the stockholders of the Company for
       approval shall be construed as creating any limitations on the power of
       the Board or a committee thereof to adopt such other incentive
       arrangements, apart from the Plan, as it may deem desirable, including
       incentive arrangements and awards which do not qualify under Code Section
       162(m) or any successor provision, and such other arrangements may be
       either applicable generally or only in specific cases.

              (i) Payments in the Event of Forfeitures; Fractional Shares.
       Unless otherwise determined by the Committee, in the event of a
       forfeiture of an Award with respect to which a Participant paid cash
       consideration, the Participant shall be repaid the amount of such cash
       consideration. No fractional shares of Stock shall be issued or delivered
       pursuant to the Plan or any Award. The Committee shall determine whether
       cash, other Awards or other property shall be issued or paid in lieu of
       such fractional shares or whether such fractional shares or any rights
       thereto shall be forfeited or otherwise eliminated.

              (j) Compliance with Code Section 162(m). It is the intent of the
       Company that Options and SARs granted to Covered Employees and other
       Awards designated as Awards to Covered Employees subject to Section 7
       shall constitute qualified "performance-based compensation" within the
       meaning of Code Section 162(m) or any successor provision and regulations
       thereunder, unless otherwise determined by the Committee at the time of
       allocation of an Award. Accordingly, the terms of Sections 7(b) and (c),
       including the definitions of Covered Employee and other terms used
       therein, shall be interpreted in a manner consistent with Code Section
       162(m) or any successor provision and regulations thereunder. The
       foregoing notwithstanding, because the Committee cannot determine with
       certainty whether a given Participant will be a Covered Employee with
       respect to a fiscal year that has not yet been completed, the term
       Covered Employee as used herein shall mean only a person designated by
       the Committee as likely to be a Covered Employee with respect to a
       specified fiscal year. If any provision of the Plan or any Award document
       relating to a Performance Award that is designated as intended to comply
       with Code Section 162(m) or any successor provision does not comply or is
       inconsistent with the requirements of Code Section 162(m) or any
       successor provision or regulations thereunder, such provision shall be
       construed or deemed amended to the extent necessary to conform to such
       requirements, and no provision shall be deemed to confer upon the
       Committee or any other person discretion to increase the amount of
       compensation otherwise payable in connection with any such Award upon
       attainment of the applicable performance objectives.

              (k) Certain Limitations Relating to Accounting Treatment of
       Awards. Other provisions of the Plan notwithstanding, the Committee's
       authority under the Plan (including under Sections 8(c), 8(d), 11(c) and
       11(d)) is limited to the extent necessary to ensure that any Option or
       other Award of a type that the Committee has intended to be subject to
       fixed accounting with a measurement date at the date of grant or the date
       performance conditions are satisfied under APB 25 shall not become
       subject to "variable" accounting solely due to the existence of such
       authority, unless the Committee specifically determines that the Award
       shall remain outstanding despite such "variable" accounting.

              (l) Governing Law. The validity, construction, and effect of the
       Plan, any rules and regulations relating to the Plan and any Award
       document shall be determined in accordance with the laws of the State of
       Florida, without giving effect to principles of conflicts of laws, and
       applicable provisions of federal law.

              (m) Awards to Participants Outside the United States. The
       Committee may modify the terms of any Award under the Plan made to or
       held by a Participant who is then resident or primarily employed outside
       of the United States in any manner deemed by the Committee to be
       necessary or appropriate in order that such Award shall conform to laws,
       regulations, and customs of the country in which the Participant is then
       resident or primarily employed, or so that the value and other benefits
       of the Award to the Participant, as affected by foreign tax laws and
       other restrictions applicable as a result of the Participant's residence
       or employment abroad shall be comparable to the value of such an Award to
       a Participant who is resident or primarily employed in the United

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<PAGE>

       States. An Award may be modified under this Section 11(m) in a manner
       that is inconsistent with the express terms of the Plan, so long as such
       modifications will not contravene any applicable law or regulation or
       result in actual liability under Section 16(b) for the Participant whose
       Award is modified.

              (n) Limitation on Rights Conferred under Plan. Neither the Plan
       nor any action taken hereunder shall be construed as (i) giving any
       Eligible Person or Participant the right to continue as an Eligible
       Person or Participant or in the employ or service of the Company or a
       subsidiary or affiliate of the Company, (ii) interfering in any way with
       the right of the Company or a subsidiary or affiliate of the Company to
       terminate any Eligible Person's or Participant's employment or service at
       any time, (iii) giving an Eligible Person or Participant any claim to be
       granted any Award under the Plan or to be treated uniformly with other
       Participants and employees, or (iv) conferring on a Participant any of
       the rights of a stockholder of the Company unless and until the
       Participant is duly issued or transferred shares of Stock in accordance
       with the terms of an Award or an Option is duly exercised. Except as
       expressly provided in the Plan and an Award document, neither the Plan
       nor any Award document shall confer on any person other than the Company
       and the Participant any rights or remedies thereunder.

              (o) Severability; Entire Agreement. If any of the provisions of
       this Plan or any Award document is finally held to be invalid, illegal or
       unenforceable (whether in whole or in part), such provision shall be
       deemed modified to the extent, but only to the extent, of such
       invalidity, illegality or unenforceability, and the remaining provisions
       shall not be affected thereby; provided, that, if any of such provisions
       is finally held to be invalid, illegal, or unenforceable because it
       exceeds the maximum scope determined to be acceptable to permit such
       provision to be enforceable, such provision shall be deemed to be
       modified to the minimum extent necessary to modify such scope in order to
       make such provision enforceable hereunder. The Plan and any Award
       documents contain the entire agreement of the parties with respect to the
       subject matter thereof and supersede all prior agreements, promises,
       covenants, arrangements, communications, representations and warranties
       between them, whether written or oral with respect to the subject matter
       thereof.

              (p) Plan Effective Date and Termination. The Plan shall become
       effective on October 1, 2001, subject to the requirement that the
       stockholders approve the Plan at the 2002 Annual Meeting of Stockholders
       by the affirmative votes of the holders of a majority of the voting
       securities of the Company present, or represented, and entitled to vote
       on the subject matter at a duly held meeting of stockholders. Unless
       earlier terminated by action of the Board of Directors, the Plan will
       remain in effect until such time as no Stock remains available for
       delivery under the Plan and the Company has no further rights or
       obligations under the Plan with respect to outstanding Awards under the
       Plan.



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