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                                                                    EXHIBIT 10.2


                           GOLDEN STAR RESOURCES LTD.

                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                   (EFFECTIVE DATE OF AMENDMENT APRIL 3, 2002)

1.       PURPOSE

1.1      The purpose of the 1997 Stock Option Plan (the "Plan") is to advance
         the interests of Golden Star Resources Ltd. (the "Corporation") by
         encouraging equity participation in the Corporation by selected key
         employees, consultants and directors of the Corporation or subsidiaries
         of the Corporation through the acquisition of common shares without par
         value ("Shares") in the Corporation. Any reference herein to the
         Corporation or any subsidiary of the Corporation shall be deemed to
         refer to any predecessor or successor corporation thereto.

         It is the further purpose of this Plan to permit the granting of awards
         that will constitute performance-based compensation for certain
         executive officers, as described in section 162(m) of the United States
         Internal Revenue Code of 1986, as amended (the "Code"), and regulations
         promulgated thereunder.

         As of the effective date of the Plan, the 1992 Employees' Stock Option
         Plan and the 1992 Non-Discretionary Directors' Stock Option Plan
         (collectively, the "1992 Plans") will be terminated subject to the
         assumption under the Plan of outstanding options granted under the 1992
         Plans.

2.       ADMINISTRATION OF THE PLAN

2.1      The Plan will be administered by a specifically designated independent
         committee ("Independent Committee") of the Board of Directors of the
         Corporation (the "Board of Directors"), except that with respect to
         options granted to non-employee directors of the Corporation, the Board
         of Directors shall serve as the Committee, and, where applicable, any
         reference herein to the Independent Committee shall be deemed to refer
         to the Board of Directors. The Independent Committee shall consist of
         such two or more directors of the Corporation as the Board of Directors
         may designate from time to time, all of whom shall be and remain
         directors of the Corporation. To the extent necessary to comply with
         Code section 162(m) or Rule 16b-3 under the Securities Exchange Act of
         1934 (the "Exchange Act"), as amended ("Rule 16b-3"), each member of
         the Independent Committee shall be intended to be an "outside director"
         within the meaning of Code section 162(m) or a "non-employee director"
         within the meaning of Rule 16b-3. The Independent Committee is
         authorized to interpret and to implement the Plan and all Plan
         agreements and may from time to time amend or rescind rules and
         regulations required for carrying out the Plan. The Independent
         Committee shall have the authority to exercise all of the powers
         granted to it under the Plan, to make any determination necessary or
         advisable in administering the Plan and to correct any defect, supply
         any



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         omission and reconcile any inconsistency in the Plan. Any such
         interpretation or construction of any provision of the Plan shall be
         final and conclusive. Notwithstanding the foregoing, the Board of
         Directors may resolve to administer the Plan with respect to all of the
         Plan or certain participants and/or awards made or to be made under the
         Plan. To the extent that the Board of Directors determines to
         administer the Plan, all references herein to the Independent Committee
         shall be deemed to refer to the Board of Directors.

         All administrative costs of the Plan shall be paid by the Corporation.
         No member of the Independent Committee shall be liable for any action
         or determination made in good faith with respect to the Plan or any
         option granted under it.

3.       PARTICIPATION

3.1      Options may be granted under the Plan to persons who are directors or
         key employees (including officers, whether or not directors, and
         part-time employees) of, or independent consultants to, the Corporation
         or any of its subsidiaries who, by the nature of their positions or
         jobs, are in the opinion of the Independent Committee in a position to
         contribute to the success of the Corporation or any of its subsidiaries
         or who, by virtue of their length of service to the Corporation or to
         any of its subsidiaries are, in the opinion of the Independent
         Committee, worthy of special recognition. Designation of a participant
         in any year shall not require the designation of such person to receive
         an option in any other year. The Independent Committee shall consider
         such factors as it deems pertinent in selecting participants and in
         determining the amount and terms of their respective options.

         Options shall also be granted to non-employee directors of the
         Corporation in accordance with Section 11 of the Plan.

3.2      Subject to applicable regulatory approval, options may also be granted
         under the Plan in exchange for outstanding options granted by the
         Corporation, whether such outstanding options are granted under the
         Plan, under any other stock option plan of the Corporation or under any
         stock option agreement with the Corporation. Options granted under the
         1992 Plans which are outstanding upon the effectiveness of the Plan
         will be assumed and will be deemed to be governed by the Plan as of
         such date.

3.3      Options may also be granted under the Plan in substitution for
         outstanding options of another corporation in connection with a plan of
         arrangement, amalgamation, merger, consolidation, acquisition of
         property or shares, or other reorganization between or involving such
         other corporation and the Corporation or any of its subsidiaries.

4.       NUMBER OF SHARES RESERVED UNDER THE PLAN

4.1      The number of Shares reserved for issuance under the Plan is limited as
         follows:

         (a)      the maximum number of Shares issuable pursuant to the exercise
                  of options granted under the Plan shall be 9,000,000
                  (including such number of Shares



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                  issuable upon exercise of options granted under the 1992 Plan
                  as of the effective date of the Plan) provided, however, if,
                  after the effective date of the Plan, any Shares covered by an
                  option granted under the Plan, or to which such an option
                  relates, are forfeited, or if an option has expired,
                  terminated or been cancelled for any reason whatsoever (other
                  than by reason of exercise), then the Shares covered by such
                  option shall again be, or shall become, Shares with respect to
                  which options may be granted hereunder;

         (b)      the number of Shares that may be reserved from time to time
                  under the Plan for issuance to Insiders (as defined below) of
                  the Corporation shall be limited to that number which is equal
                  to the difference between (i) 10% of the outstanding number of
                  Shares from time to time, and (ii) the number of Shares that
                  are reserved for issuance to Insiders pursuant to stock
                  options granted under other stock option plans or arrangements
                  of the Corporation;

         (c)      the total number of Shares issuable within any one-year period
                  to all Insiders of the Corporation pursuant to the exercise of
                  vested options granted under the Plan or pursuant to any other
                  share compensation arrangements of the Corporation shall not
                  exceed 10% of the Outstanding Issue;

         (d)      the total number of Shares reserved for issuance to any one
                  optionee pursuant to options granted under the Plan or other
                  stock option plans or arrangements of the Corporation shall
                  not exceed 5% of the outstanding number of Shares from time to
                  time; and

         (e)      the total number of Shares issuable within any one-year period
                  to an Insider and, if applicable, such Insider's "associates"
                  (as defined under the Securities Act (Ontario) pursuant to the
                  exercise of vested options granted under the Plan or any other
                  share compensation arrangements of the Corporation shall not
                  exceed 5% of the Outstanding Issue.

         "Insiders" has the meaning set forth in the Toronto Stock Exchange's
         policy issued March 22, 1994 entitled "Employee Stock Option and Stock
         Purchase Plans, Options for Services and Related Matters."

         "Outstanding Issue", for the purposes of the Plan, is determined on the
         basis of the number of Shares that are outstanding immediately prior to
         the Shares issuance in question, excluding Shares issued pursuant to
         the Plan or the Corporation's other share compensation arrangements
         over the preceding one-year period. The maximum number of Shares set
         forth in Section 4.1(a) shall be appropriately adjusted in the event of
         any subdivision or consolidation of the Shares or in the discretion of
         the Independent Committee, to reflect any other corporate event or
         change in the Shares.



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5.       NUMBER OF OPTIONED SHARES PER OPTIONEE

5.1      Subject to Section 4.1 hereof, the maximum number of Shares subject to
         options granted to any one participant under the Plan in any one
         calendar year shall not exceed 400,000 (subject to adjustment in the
         event of any subdivision or consolidation of the Shares). Subject to
         these limitations and Section 11, however, the determination regarding
         the number of optioned Shares that may be granted to each optionee
         pursuant to an option will be made by the Independent Committee and
         will take into consideration the optionee's present and potential
         contribution to the success of the Corporation.

6.       PRICE

6.1      The exercise price per optioned Share shall be determined by the
         Independent Committee at the time the option is granted, but such price
         shall not be less than the fair market value per Share on the date of
         grant. For the purposes of the Plan, "fair market value" per Share
         shall mean the closing price of the Shares on the stock exchange or
         other market on which the Shares principally traded on the day
         immediately preceding the date of grant.

7.       EXERCISE OF OPTIONS

7.1      The period during which an option may be exercised (the "Option
         Period") shall be determined by the Independent Committee at the time
         the option is granted and may be up to 10 years from the date the
         option is granted, except as the same may be reduced pursuant to the
         provisions of Sections 8 and 9 hereof and except as provided in Section
         11 hereof.

7.2      In order to ensure that the Corporation will receive the benefits
         contemplated in exchange for the options granted hereunder, no option
         shall be exercisable until it has vested. Subject to Section 11.1
         hereof, the vesting schedule for each option shall be specified in an
         option agreement as provided for in Section 12 hereof; provided,
         however, that the Independent Committee shall have the right with
         respect to any one or more optionees to accelerate the time at which an
         option may be exercised. Notwithstanding the foregoing provisions of
         this Section 7.2, if there is a Change of Control, as defined below,
         then all options outstanding shall become immediately exercisable.

         For purposes of this Plan, a "Change of Control" shall mean the
         occurrence of any of the following: (i) the sale, lease, transfer,
         conveyance or other disposition, in one or a series of related
         transactions, of all or substantially all of the assets of the
         Corporation to any "person" or "group" (as such terms are used in
         Sections 13(d)(3) and 14(d)(2) of the Exchange Act), (ii) any person or
         group, is or becomes the "beneficial owner" (as defined in Rules 13d-3
         and 13d-5 under the Exchange Act, except that a person shall be deemed
         to have "beneficial ownership" of all shares that any such person has
         the right to acquire, whether such right is exercisable immediately or
         only after the passage of time), directly or indirectly, of more than
         50% of the total voting power of the voting stock of the Corporation,
         including by way of merger, consolidation or otherwise or (iii) during
         any period of two consecutive years, individuals who at the beginning
         of such period



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         constituted the Board of Directors (together with any new directors
         whose election by such Board of Directors whose nomination for election
         by the shareholders of the Corporation was approved by a vote of a
         majority of the directors of the Corporation, then still in office, who
         were either directors at the beginning of such period or whose election
         or nomination for election was previously so approved) cease for any
         reason to constitute a majority of the Board of Directors, then in
         office.

7.3      Options shall be exercisable, either all or in part, at any time after
         vesting. If less than all of the Shares included in the vested portion
         of any option are purchased, the remainder may be purchased, subject to
         the option's terms, at any subsequent time prior to the expiration of
         the Option Period.

7.4      Except as set forth in Sections 8 and 9 hereof, no option may be
         exercised unless the optionee is at the time of such exercise an
         employee or director of, or consultant to, the Corporation or any of
         its subsidiaries and shall have continuously served in any one or more
         of such capacities since the grant of the option. Absence on leave,
         with the approval of the Independent Committee, shall not be considered
         an interruption of service for any purpose of the Plan.

7.5      The exercise of any option will be contingent upon receipt by the
         Corporation of payment for the full purchase price of the Shares being
         purchased in cash by way of certified cheque or bank draft or by way of
         proceeds of any loan made by the Corporation to the optionee pursuant
         to Section 10 hereof. No optionee or his or her legal representatives,
         legatees or distributees will be, or will be deemed to be, a holder of
         any Shares subject to an option under the Plan, unless and until
         certificates for such Shares are issued to him, her or them under the
         terms of the Plan.

7.6      No option granted under the Plan shall be an "incentive stock option"
         within the meaning of Code section 422.

8.       TERMINATION OF EMPLOYMENT

8.1      Except as provided in Section 11 hereof, if an optionee ceases to be
         employed by, or provide services to, the Corporation or any of its
         subsidiaries for any reason (other than death), or shall receive notice
         from the Corporation or any of its subsidiaries of the termination of
         his or her employment or services (such optionee being referred to in
         this Section 8.1 as a "Former Optionee"), the Former Optionee may only
         exercise each option held, to the extent that it has vested and not
         been exercised before such termination, until the earlier of:

         (a)      the date which is 30 days after the Former Optionee ceased to
                  be employed by, or provide services to, the Corporation or any
                  of its subsidiaries; and

         (b)      the expiry of the Option Period for the option (the "Option
                  Expiry Date");

         provided, however, that:



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         (c)      if the Former Optionee continues to be a director of the
                  Corporation or any of its subsidiaries after such termination
                  of employment, each option held will continue to be
                  exercisable until the earlier of:

                  (i)      the date which is 12 months after the Former Optionee
                           ceases to be such a director for any reason (other
                           than death), and

                  (i)      the Option Expiry Date, and

         (d)      each option held may continue to be exercisable for such
                  longer period than that provided for in this Section 8.1 if
                  and as may be determined by the Independent Committee and any
                  such determination by the Independent Committee may be made
                  retroactively effective in order to reinstate the
                  effectiveness of an option held by a Former Optionee that is
                  otherwise rendered unexercisable pursuant to the other
                  provisions of this Section 8.1; provided, however, that any
                  such determination by the Independent Committee shall be
                  subject to the following:

         (i)      such determination shall be made within three months after the
                  date that the Former Optionee ceased to be employed by, or
                  provide services to, the Corporation or any of its
                  subsidiaries;

         (ii)     such determination shall be subject to applicable regulatory
                  approvals; and

         (iii)    such longer exercise period determined by the Independent
                  Committee for any option shall not extend beyond the Option
                  Expiry Date for such option.

9.       DEATH OF OPTIONEE

9.1      In the event of the death of an optionee while in service or in the
         post-termination period described in Section 8, each option theretofore
         granted to him or her shall be exercisable until the earlier of:

         (a)      the expiry of the period within which the option may be
                  exercised after such death, which period may be up to one year
                  after such death and is to be specified in his or her option
                  agreement, and

         (b)      the Option Expiry Date;

         provided, however, that the option is only exercisable in such event:

         (c)      by the person or persons to whom the optionee's rights under
                  the option shall pass by the optionee's will or by the laws of
                  descent and distribution, and

         (d)      to the extent that the option has vested and not been
                  exercised prior to the Optionee's death.



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10.      LOANS TO EMPLOYEES

10.1     An interest free loan will be made available to optionees who are
         employees of the Corporation or any of its subsidiaries at the time the
         loan is made, the proceeds of which loan may only be used directly for
         the exercise of options granted under the Plan to the optionee.

         The optionee shall pledge the subject shares as security for timely
         repayment of the loan and the Corporation's sole recourse for repayment
         and recovery of the loan shall be against the pledged shares. Until the
         loan is repaid, the pledged shares will be held by a trustee designated
         by the Corporation. The term of the loan shall be five years from the
         date of the loan, provided that the due date for the loan shall not in
         any event extend beyond that date which is ten years from the date of
         grant of the particular option, and, provided further, that the loan
         shall be repaid within 30 days of the earlier of the date upon which
         the optionee ceases to be an employee of the Corporation or any of its
         subsidiaries for any reason (other than death), or the date upon which
         the optionee receives notice from the Corporation or any of its
         subsidiaries of the termination of his or her employment. If the option
         has not been exercised by the optionee prior to his or her death, the
         loan provisions shall not be available for the exercise of the option
         pursuant to Section 9 hereof after his or her death.

11.      AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS

11.1     Each person who becomes a non-employee director of the Corporation will
         automatically be granted, as of the date such person first becomes a
         non-employee director, an option to purchase 40,000 Shares, provided
         that, within the one year prior to the date he or she became a
         non-employee director, he or she had not been granted any other stock
         option by the Corporation (or an affiliate). On each anniversary a
         person became a non-employee director of the Corporation if he or she
         continues to be a non-employee director of the Corporation, he or she
         will automatically be granted, as of the anniversary date, an option to
         purchase 10,000 Shares. For purposes of this Section 11, a non-employee
         director is any person who is a member of the Board of Directors and
         who is not an employee or consultant of the Corporation or any of its
         subsidiaries. All options granted under this Section 11.1 shall be
         exercisable for a period of 10 years from the date the option is
         granted (except as provided in Section 11.3) and shall vest immediately
         upon grant.

11.2     Notwithstanding the provisions for automatic grants of options set
         forth in section 11.1 hereof, if any particular automatic grant of an
         option would violate the requirements of Section 4.1 or 5.1 hereof,
         then the grant of such option shall be postponed until such time as
         when the option may be granted without any violation of Section 4.1 or
         5.1 hereof.

11.3     With respect to options granted under this Section 11, if an optionee
         shall cease to be a director of the Corporation for any reason (other
         than death), he or she may exercise each option held, to the extent
         that it has vested and not been exercised, until the earlier of:



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         (a)      the date which is 12 months after the optionee ceases to be a
                  director; and

         (b)      the expiry of the Option Period for the option (the "Option
                  Expiry Date").

12.      OPTION AGREEMENT

12.1     Upon the grant of an option to an optionee, the Corporation and the
         optionee shall enter into an option agreement setting out the number of
         optioned Shares granted to the optionee and incorporating the terms and
         conditions of the Plan and any other requirements of regulatory bodies
         having jurisdiction over the securities of the Corporation and such
         other terms and conditions as the Independent Committee may determine
         are necessary or appropriate, subject to the Plan's terms.

13.      ADJUSTMENT IN SHARES SUBJECT TO THE PLAN

13.1     The option exercise price and the number of Shares to be purchased by
         an optionee upon the exercise of an option will be adjusted, with
         respect to the then unexercised portion thereof, by the Independent
         Committee from time to time (on the basis of such advice as the
         Independent Committee considers appropriate, including, if considered
         appropriate by the Independent Committee, a certificate of auditors of
         the Corporation) in the event and in accordance with the provisions and
         rules set out in this Section 13. Any dispute that arises at any time
         with respect to any adjustment pursuant to such provisions and rules
         will be conclusively determined by the Independent Committee, and any
         such determination will be binding on the Corporation, the optionee and
         all other affected parties.

         (a)      In the event that a dividend is declared upon the Shares
                  payable in Shares (other than in lieu of dividends paid in the
                  ordinary course), the number of Shares then subject to any
                  option shall be adjusted by adding to each such Share the
                  number of Shares which would be distributable thereon if such
                  Share had been outstanding on the date fixed for determining
                  shareholders entitled to receive such stock dividend.

         (b)      In the event that the outstanding Shares are changed into or
                  exchanged for a different number or kind of Shares or other
                  securities of the Corporation or of another corporation,
                  whether through an arrangement, amalgamation or other similar
                  procedure or otherwise, or a share recapitalization,
                  subdivision or consolidation, then there shall be substituted
                  for each Share subject to any option the number and kind of
                  Shares or other securities of the Corporation or another
                  corporation into which each outstanding Share shall be so
                  changed or for which each such Share shall be exchanged.

         (c)      In the event that there is any change, other than as specified
                  above in this Section 13, in the number or kind of outstanding
                  Shares or of any securities into which such Shares shall have
                  been changed or for which they shall have been



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                  exchanged, then, if the Independent Committee, in its sole
                  discretion, determines that such change equitably requires an
                  adjustment to be made in the number or kind of Shares, such
                  adjustment shall be made by the Independent Committee and be
                  effective and binding for all purposes.

         (d)      In the event that the Corporation distributes by way of a
                  dividend, or otherwise, to all or substantially all holders of
                  Shares, property, evidences of indebtedness or shares or other
                  securities of the Corporation (other than Shares) or rights,
                  options or warrants to acquire Shares or securities
                  convertible into or exchangeable for Shares or other
                  securities or property of the Corporation, other than as a
                  dividend in the ordinary course, then, if the Independent
                  Committee, in its sole discretion, determines that such action
                  equitably requires an adjustment in the option exercise price
                  or number of Shares subject to any option, or both, such
                  adjustment shall be made by the Independent Committee and
                  shall be effective and binding for all purposes.

13.2     In the case of any such substitution or adjustment as provided for in
         this Section 13, the exercise price in respect of each option for each
         Share covered thereby prior to such substitution or adjustment will be
         proportionately and appropriately varied, such variation shall
         generally require that the number of Shares or securities covered by
         the option after the relevant event multiplied by the varied option
         exercise price be equal to the number of Shares covered by the option
         prior to the relevant event multiplied by the original option exercise
         price.

13.3     No adjustment or substitution provided for in this Section 13 shall
         require the Corporation to issue a fractional share in respect of any
         option. Fractional shares shall be eliminated.

13.4     The grant of an option shall not affect in any way the right or power
         of the Corporation to effect adjustments, reclassifications,
         reorganizations, arrangements or changes of its capital or business
         structure, or to amalgamate, merge, consolidate, dissolve or liquidate,
         or to sell or transfer all or any part of its business or assets.

14.      TRANSFERABILITY

14.1     All benefits, rights and options accruing to any optionee in accordance
         with the terms and conditions of the Plan shall not be assignable other
         than as specifically provided in Section 9 in the event of the death of
         the optionee. During the lifetime of an optionee, all benefits, rights
         and options shall not be transferable and may only be exercised by the
         optionee.

15.      EMPLOYMENT

15.1     Nothing contained in the Plan shall confer upon any optionee any right
         with respect to employment or continuance of employment with, or the
         provision of services to, the Corporation or any of its subsidiaries,
         or interfere in any way with the right of the



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<PAGE>

         Corporation or any of its subsidiaries to terminate the optionee's
         employment or services at any time. Participation in the Plan by an
         optionee is voluntary.

16.      RECORD KEEPING

16.1     The Corporation shall maintain a register in which shall be recorded:

         (a)      the name and address of each optionee; and

         (b)      the number of Shares subject to an option granted to an
                  optionee and the number of Shares subject to the option
                  remaining outstanding.

17.      SECURITIES REGULATION AND TAX WITHHOLDING

17.1     Where the Independent Committee determines it is necessary or desirable
         to effect exemption from registration or distribution of the Shares
         under securities laws applicable to the securities of the Corporation,
         an optionee shall be required, upon the acquisition of any Shares
         pursuant to the Plan, to acquire the Shares with investment intent
         (i.e., for investment purposes) and not with a view to their
         distribution, and to present to the Independent Committee an
         undertaking to that effect in a form acceptable to the Independent
         Committee. The Board of Directors and the Independent Committee may
         take such other action or require such other action or agreement by
         such optionee as may from time to time be necessary to comply with
         applicable securities laws. This provision shall in no way obligate the
         Corporation to undertake the registration or qualification of any
         options or the Shares under any securities laws applicable to the
         securities of the Corporation.

17.2     The Board of Directors and the Corporation may take all such measures
         as they deem appropriate to ensure that the Corporation's obligations
         under the withholding provisions under income and tax laws applicable
         to the Corporation and other provisions of applicable laws are
         satisfied with respect to the issuance of Shares pursuant to the Plan
         or the grant or exercise of options under the Plan.

17.3     Issuance, transfer or delivery of certificates for Shares purchased
         pursuant to the Plan may be delayed, at the discretion of the
         Independent Committee, until the Independent Committee is satisfied
         that the applicable requirement of securities and income tax laws have
         been met.

18.      AMENDMENT AND TERMINATION

18.1     The Board of Directors reserves the right to amend or to terminate the
         Plan at any time if and when it is advisable in the absolute discretion
         of the Board of Directors; provided, however, that no such amendment or
         termination shall adversely affect any outstanding options granted
         under the Plan without the consent of the optionee. Furthermore, to the
         extent any amendment would require shareholder approval under Code
         section 162(m), such amendment shall be effective upon the required
         approval of the shareholders of the



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         Corporation. Any amendment to the Plan shall also be subject to any
         necessary approvals of any stock exchange or regulatory body having
         jurisdiction over the securities of the Corporation and, where
         applicable, shareholders approval.

18.2     Subject to regulatory approval, where applicable, the Independent
         Committee may waive any conditions or rights under, amend any terms of,
         or alter, suspend, discontinue, cancel or terminate, any option
         theretofore granted, prospectively or retroactively; provided, however,
         that any such waiver, amendment, alteration, suspension,
         discontinuance, cancellation or termination that would impair the
         rights of any optionee or any holder or beneficiary of any option
         theretofore granted shall not to that extent be effective without the
         consent of the affected optionee, holder or beneficiary.

19.      NO REPRESENTATION OR WARRANTY

19.1     The Corporation makes no representation or warranty as to the future
         market value of any Shares issued in accordance with the provisions of
         the Plan.

20.      NECESSARY APPROVALS

20.1     The obligation of the Corporation to issue and to deliver any Shares in
         accordance with the Plan is subject to any necessary or desirable
         approval of any regulatory authority having jurisdiction over the
         securities of the Corporation. If any Shares cannot be issued to any
         optionee for whatever reason, the obligation of the Corporation to
         issue such Shares shall terminate and any option exercise price paid to
         the Corporation shall be returned to the optionee.

21.      GENERAL PROVISIONS

21.1     Nothing contained in the Plan shall prevent the Corporation or any
         subsidiary thereof from adopting or continuing in effect other
         compensation arrangements, which may, but need not, provide for the
         grant of options (subject to shareholder approval if such approval is
         required), and such arrangements may be either generally applicable or
         applicable only in specific cases.

21.2     The validity, construction, and effect of the Plan and any rules and
         regulations relating to the Plan and any option agreement shall be
         determined in accordance with the laws of the State of New York.

21.3     If any provision of the Plan or any option is or becomes or is deemed
         to be invalid, illegal, or unenforceable in any jurisdiction or as to
         any person or option, or would disqualify the Plan or any option under
         any law deemed applicable by the Independent Committee, such provision
         shall be construed or deemed amended to conform to the applicable laws,
         or if it cannot be construed or deemed amended without, in the
         determination of the Independent Committee, materially altering the
         intent of the Plan or the option, such provision shall be stricken as
         to such jurisdiction, person or option and the remainder of the Plan
         and any such option shall remain in full force and effect.



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21.4     Neither the Plan nor any option shall create or be construed to create
         a trust or separate fund of any kind or a fiduciary relationship
         between the Corporation or any subsidiary thereof and an optionee or
         any other person.

21.5     Headings are given to the Sections of the Plan solely as a convenience
         to facilitate reference. Such headings shall not be deemed in any way
         material or relevant to the construction or interpretation of the Plan
         or any provision thereof.

22.      TERM OF THE PLAN

22.1     The Plan shall be effective as of the date of its approval by the
         shareholders of the Corporation, subject to receipt of all necessary
         regulatory approvals.

22.2     No option shall be granted under the Plan after June 10, 2007. Unless
         otherwise expressly provided in the Plan or in an applicable option
         agreement, any option granted hereunder may, and the authority of the
         Board of Directors or the Independent Committee to amend, alter,
         adjust, suspend, discontinue, or terminate any such option or to waive
         any conditions or rights under any such option shall, continue after
         June 10, 2007.



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