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                                                                    EXHIBIT 10.9

                            PRENTISS PROPERTIES TRUST
                            1996 SHARE INCENTIVE PLAN

                                    ARTICLE I

                                   DEFINITIONS

1.01. Administrator means, while the Company is a Non-Public Company, the
Board. While the Company is a Public Company, the term "Administrator" means the
Committee and any delegate of the Committee that is appointed in accordance with
Article III.

1.02. Affiliate means any entity under common control with the Company, within
the meaning of Code section 414(b) or (c) and any "subsidiary" or "parent"
corporation (within the meaning of Section 424 of the Code) of the Company,
including an entity that becomes an Affiliate after the adoption of this Plan.

1.03. Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of an award of Performance Shares or Restricted Shares or of an
Option, SAR or Incentive Award granted to such Participant.

1.04. Board means the Board of Trustees of the Company.

1.05. Code means the Internal Revenue Code of 1986, as amended and as in effect
from time to time.

1.06. Committee means the Compensation Committee of the Board which shall be
comprised solely of two or more Non-Employee Trustees. The Committee shall be
appointed by the Board.

1.07. Company means Prentiss Properties Trust.

1.08. Corresponding SAR means an SAR that is granted in relation to a particular
Option and that can be exercised only upon the surrender to the Company,
unexercised, of that portion of the Option to which the SAR relates.

1.09. Exchange Act means the Securities Exchange Act of 1934, as amended and as
in effect from time to time.

1.10. Fair Market Value means, on any given date, the current fair market value
of a Share as determined pursuant to subsection (a) or (b) below.

       (a) While the Company is a Non-Public Company, Fair Market Value shall be
determined by the Board using any reasonable method in good faith.


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       (b) While the Company is a Public Company, Fair Market Value shall be
determined as follows: if the Shares are not listed on an established stock
exchange, the Fair Market Value shall be the reported "closing" price of a Share
in the New York over-the-counter market as reported by the National Association
of Securities Dealers, Inc. If the Shares are listed on an established stock
exchange or exchanges, Fair Market Value shall be deemed to be the highest
closing price of a Share reported on that stock exchange or exchanges or, if no
sale of Shares shall be made on any stock exchange on that day, then the next
preceding day on which there was a sale.

1.11. Incentive Award means an award which, subject to such terms and conditions
as may be prescribed by the Administrator, entitles the Participant to receive a
cash payment from the Company or an Affiliate.

1.12. Initial Value means, with respect to a Corresponding SAR, the option price
per share of the related Option and, with respect to an SAR granted
independently of an Option, the Fair Market Value of one Share on the date of
grant.

1.13. Non-Employee Trustee means a Trustee who satisfies the requirements for a
"Non-Employee Director" within the meaning of Securities and Exchange Commission
Rule 16b-3(b)(3).

1.14. Non-Public Company means an entity that has never sold securities pursuant
to an effective registration statement on Form S-11 filed pursuant to the
Securities Act of 1933, as amended.

1.15. Option means a share option granted under the Plan that entitles the
holder to purchase from the Company a stated number of Shares at the price set
forth in an Agreement.

1.16. Participant means an employee of the Company or an Affiliate, including an
employee who is a Trustee, who satisfies the requirements of Article IV and is
selected by the Administrator to receive an award of Performance Shares or
Restricted Shares, an Option, an SAR, or a combination thereof.

1.17. Performance Shares means an award which, in accordance with, and subject
to, an Agreement, will entitle the Participant, or his estate or beneficiary in
the event of the Participant's death, to receive cash or a Share Award or a
combination thereof.

1.18. Plan means the Prentiss Properties Trust 1996 Share Incentive Plan.

1.19. Public Company means an entity that has sold securities pursuant to an
effective registration statement on Form S-11 filed pursuant to the Securities
Act of 1933, as amended.


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1.20. Restricted Shares means Shares awarded to a Participant under Article IX
that are nontransferable and subject to a substantial risk of forfeiture. Shares
shall cease to be Restricted Shares when, in accordance with the terms of
Article IX and the applicable Agreement, they become transferable and free of
substantial risks of forfeiture.

1.21. SAR means a share appreciation right that entitles the holder to receive,
with respect to each Share encompassed by the exercise of such SAR, the amount
determined by the Administrator and specified in an Agreement. In the absence of
such specification, the holder shall be entitled to receive, with respect to
each Share encompassed by the exercise over the Initial Value. References to
"SARs" include both Corresponding SARs and SARs granted independently of
Options, unless the context requires otherwise.

1.22. Shares means the common shares of the Company.

1.23. Share Award means Shares issued to a Participant under Article X.

1.24. Trustee means a member of the Board.

                                   ARTICLE II

                                    PURPOSES

        The Plan is intended to assist the Company and its Affiliates in
recruiting and retaining key employees by enabling such persons to participate
in the future success of the Company and its Affiliates and to associate their
interests with those of the Company and its shareholders. The Plan is intended
to permit the grant of Restricted Share Awards, Options not qualifying under
Section 422 of the Code, SARs, Incentive Award and the award of Performance
Shares. The proceeds received by the Company from the sale of Shares pursuant to
this Plan shall be used for general corporate purposes.

                                   ARTICLE III

                                 ADMINISTRATION

        The Plan shall be administered by the Administrator. The Administrator
shall have authority to award Performance Shares and to grant Restricted Share
Awards, Incentive Awards, Options and SARs upon such terms (not inconsistent
with the provisions of this Plan), as the Administrator may consider
appropriate. Such terms may include conditions (in addition to those contained
in this Plan), on the exercisability of all or any part of an Option or SAR or
on the transferability or forfeitability of Restricted Shares, Performance
Shares or Incentive Awards. Notwithstanding any such conditions, the
Administrator may, in its discretion, accelerate the time at which any Option or
SAR may be exercised. In addition, the Administrator shall have complete
authority to interpret all provisions of this Plan; to prescribe the form of
Agreements; to adopt, amend, and rescind rules and regulations pertaining to the
administration of the Plan; and to make all other determinations necessary or
advisable for the administration of this Plan. The express grant in the Plan of
any specific power to the Administrator shall not be construed as limiting any
power or authority of the Administrator. Any decision made, or action taken, by
the Administrator or in connection with the administration of this Plan shall be
final and conclusive. Neither the Administrator nor any member of the Committee
shall be liable for any act done in good faith with respect to this Plan or any
Agreement, Option, SAR, Incentive Award, Restricted Share Award, or any award of
Performance Shares. All expenses of administering this Plan shall be borne by
the Company.

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        The Committee, in its discretion, may delegate to one or more officers
of the Company all or part of the Committee's authority and duties with respect
to grants and awards to individuals who are not subject to the reporting and
other provisions of Section 16 of the Exchange Act. The Committee may revoke or
amend the terms of a delegation at any time but such action shall not invalidate
any prior actions of the Committee's delegate or delegates that were consistent
with the terms of the Plan.

                                   ARTICLE IV

                                   ELIGIBILITY

4.01. General. Any employee of the Company or an Affiliate is eligible to
participate in this Plan if the Administrator, in its sole discretion,
determines that such person has contributed significantly or can be expected to
contribute significantly to the profits or growth of the Company or an
Affiliate. A Trustee of the Company who is an employee of the Company or an
Affiliate may be selected to participate in this Plan.

4.02. Grants. The Administrator will designate individuals to whom awards of
Restricted Shares and Performance Shares are to be made and to whom Incentive
Awards, Options and SARs are to be granted and will specify the number of Shares
subject to each award or grant. An Option may be granted with or without a
related SAR. An SAR may be granted with or without a related Option. All awards
of Restricted Shares and Performance Shares and all Options and SARs granted
under this Plan shall be evidenced by Agreements which shall be subject to the
applicable provisions of this Plan and to such other provisions as the
Administrator may adopt. No Participant may be granted, in any calendar year,
Options for more than 390,000 Shares or SARs for more than 390,000 Shares. For
purposes of the preceding sentence, an Option and Corresponding SAR shall be
treated as a single award. No Participant may be awarded, in any calendar year,
awards of Restricted Shares, for more than 50,000 Shares. The preceding sentence
shall not limit the issuance of Share Awards in settlement of awards of
Performance Shares. No Participant may be awarded, in any calendar year,
Performance Shares with respect to more than 50,000 Shares.


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                                    ARTICLE V

                             SHARES SUBJECT TO PLAN

5.01. Maximum Number of Shares. Upon the award of Shares in accordance with an
award of Restricted Shares and the settlement of Performance Shares, the Company
may issue Shares from its authorized but unissued Shares. Upon the exercise of
any Option or SAR, the Company may deliver to the Participant (or the
Participant's broker if the Participant so directs), Shares from its authorized
but unissued Shares. The Company may issue shares from its authorized but
unissued shares in accordance with Section 5.02. The maximum aggregate number of
Shares that may be issued under this Plan is 2,030,000 Shares, subject to
increase and adjustment as provided in this Article V and Article XII. The
maximum aggregate number of Shares issued under this Plan pursuant to awards of
Restricted Shares, or in full or partial settlement of awards of Performance
Shares, shall not exceed ten percent of the maximum aggregate number of shares
that may be issued during the term of the Plan under this Article V. If an
Option is terminated, in whole or in part, for any reason other than its
exercise or the exercise of a Corresponding SAR, the number of Shares allocated
to the Option or portion thereof may be reallocated to other Options, SARs,
awards of Restricted Shares, and Performance Shares to be granted under this
Plan. If an SAR is terminated, in whole or in part, for any reason other than
its exercise or the exercise of a related Option, the number of Shares allocated
to the SAR or portion thereof may be reallocated to other Options, SARs, awards
of Restricted Shares or Performance Shares to be granted under this Plan. To the
extent that an award of Performance Shares is forfeited, in whole or in part,
without the issuance of a Share Award, or to the extent that an award of
Restricted Shares is forfeited, the number of Shares allocated to the portion of
the forfeited Performance Share award or forfeited Restricted Share award may be
reallocated to other Options, SARs and awards of Restricted Shares, and
Performance Shares to be granted under this Plan.

5.02. Employer Options. Shares may be issued to employees of Prentiss Properties
Limited, Inc., Prentiss Properties Limited II, Inc. and Prentiss Properties
Management, L.P. (each an "Employer") upon the exercise of an option or a share
appreciation right, or the vesting or settlement of a restricted share award or
performance share award granted by an Employer and upon payment of the purchase
price to the Company. The purchase price per Share for Shares issued under this
Section 5.02 shall be the Fair Market Value on the day preceding the date the
Shares are issued. The holder of an option or a share appreciation right granted
by an Employer shall have none of the rights of a shareholder of the Company
with respect to such option until the purchase price is received by the Company
and the Shares are issued. The holder of a performance share award granted by an
Employer shall have none of the rights of a shareholder of the Company until
such award is settled in Shares, and the holder of a restricted share award
granted by an Employer shall have all of the rights of a shareholder with
respect to Common Stock covered by an award of Restricted Shares, including the
right to receive dividends and to vote shares; provided, however, that (i) a
Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of Restricted Shares, (ii) the Company shall retain custody of the
certificates evidencing Restricted Shares, and (iii) the Participant will
deliver to the Company a stock power, endorsed in blank, with respect to each
award of Restricted Shares. The limitations of the preceding sentence shall not
apply after the Restricted Shares are, in accordance with the terms of the
applicable Agreement, transferable and no longer forfeitable.
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                                   ARTICLE VI

                                  OPTION PRICE

        The price per share for Shares purchased on the exercise of an Option
shall be determined by the Administrator on the date of grant; provided,
however, that the price per share for Shares purchased on the exercise of any
Option shall not be less than the Fair Market Value on the date the Option is
granted.

                                   ARTICLE VII

                          EXERCISE OF OPTIONS AND SARS

7.01 Maximum Option or SAR Period. The maximum period in which an Option or SAR
may be exercised shall be determined by the Administrator on the date of grant.

7.02. Nontransferability. Any Option or SAR granted under this Plan shall be
nontransferable except by will or by the laws of descent and distribution. In
the event of any such transfer, the Option and any Corresponding SAR that
relates to such Option must be transferred to the same person or persons. During
the lifetime of the Participant to whom the Option or SAR is granted, the Option
or SAR may be exercised only by the Participant. No right or interest of a
Participant in any Option or SAR shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.

                                  ARTICLE VIII

                               METHOD OF EXERCISE

8.01. Exercise. Subject to the provisions of Articles VII and XIII, an Option or
SAR may be exercised in whole at any time or in part from time to time at such
times and in compliance with such requirements as the Administrator shall
determine. An Option or SAR granted under this Plan may be exercised with
respect to any number of whole Shares less than the full number of whole Shares
for which the Option or SAR could be exercised. A partial exercise of an Option
or SAR shall not affect the right to exercise the Option or SAR from time to
time in accordance with this Plan and the applicable Agreement with respect to
the remaining Shares subject to the Option or related to the SAR. The exercise
of either an Option or Corresponding SAR shall result in the termination of the
other to the extent of the number of Shares with respect to which the Option or
Corresponding SAR is exercised.

8.02. Payment. Unless otherwise provided by the Agreement, payment of the Option
price shall be made in a single sum, in cash or a cash equivalent acceptable to
the Administrator. If the Agreement provides, payment of all or part of the
Option price may be made by surrendering Shares to the Company. If Shares are
used to pay all or part of the Option price, any Shares surrendered must have an
aggregate Fair Market Value (determined as of the day preceding the date of
exercise) that, together with any cash or cash equivalent paid, is not less than
the Option price for the number of Shares for which the Option is being
exercised.

8.03. Determination of Payment of Cash and/or Shares Upon Exercise of SAR. At
the Administrator's discretion, the amount payable as a result of the exercise
of an SAR may be settled in cash, cash equivalents acceptable to the
Administrator, by the surrender of Shares, or a combination thereof. A
fractional share shall not be deliverable upon the exercise of an SAR but a cash
payment will be made in lieu thereof.


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8.04. Forfeiture. If a Participant's employment with the Company or an Affiliate
is terminated, his or her Options and SARs shall be forfeited to the extent that
the Options and SARs were not exercisable on the date of the Participant's
termination of employment and to the extent that the Administrator does not
exercise its discretion to accelerate the time at which the Participant's
Options and SARs may be exercised. If a Participant's employment with the
Company or an Affiliate terminates due to the Participant's dishonesty, or other
similar reasons as determined by the Administrator, all of the Participant's
unexercised Options and SARs shall be forfeited, regardless of whether such
Options and SARs were exercisable on the date the Participant's employment
terminated. The Administrator has complete discretion to determine whether the
reason for a participant's termination of employment warrants the forfeiture of
all the Participant's unexercised Options and SARs.

8.05. Shareholder Rights. No Participant shall have any rights as a shareholder
with respect to Shares subject to his Option or SAR until the date of exercise
of such Option or SAR and the issuance of Shares thereunder.

                                   ARTICLE IX

                             RESTRICTED SHARE AWARDS

9.01. Awards. In accordance with the provisions of Section 4.01, the
Administrator will designate each individual to whom an award of Restricted
Shares is to be made and, subject to the provisions of Section 4.02, will
specify the number of Shares covered by each such award.

9.02. Vesting. Subject to the provisions of Section 9.03, the Shares covered by
an award of Restricted Shares shall remain nontransferable and forfeitable until
such conditions as the Administrator, in its discretion, may prescribe in the
Agreement have been satisfied. By way of example and not of limitation, such
conditions may include a Participant's continued employment for a specified
period or that the Company or the Participant achieve stated,
performance-related objectives such as return on capital, earnings per Share,
earnings growth, total earnings, Fair Market Value, funds from operations per
share, or return on assets. Such conditions also may include by way of example
and not of limitation, requirements that the Participant complete a specified
period of employment with the Company or any Affiliate. The determination as to
whether such conditions have been satisfied shall be made by the Administrator,
and such termination shall be conclusive.

9.03. Minimum Vesting Period. In cases where the Administrator has prescribed,
in the Agreement, that certain performance-related objectives must be satisfied
in order for Restricted Shares to become transferable and nonforfeitable, the
performance period shall be at least one year. In all other cases, Shares
covered by an award of Restricted Shares shall become transferable and
nonforfeitable no sooner than three years after the award date. The
Administrator, in its discretion, may accelerate the vesting of awards of
Restricted Shares for Participants whose employment with the Company or an
Affiliate terminates.


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9.04. Forfeiture. If a Participant's employment with the Company or an Affiliate
terminates, for any reason other than death or disability, the Participant shall
forfeit all Shares that have not become transferable and nonforfeitable on the
date of the Participant's termination of employment and to the extent that the
Administrator does not exercise its discretion to accelerate the vesting of the
Participant's awards of Restricted Shares. If a Participant's employment with
the Company or an Affiliate terminates due to the Participant's dishonesty, or
other similar reasons as determined by the Administrator, all of the
Participant's Shares shall be forfeited, regardless of whether such Shares were
vested on the date the Participant's employment terminated. The Administrator
has complete discretion to determine whether the reason for a participant's
termination of employment warrants the forfeiture of all the Participant's
Restricted Shares.

9.05. Shareholder Rights. In accordance with the terms of the Agreement, a
Participant will have all rights of a shareholder with respect to the Common
Stock covered by an award of Restricted Shares, including the right to receive
dividends and vote the shares; provided, however, that (i) a Participant may not
sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of
Restricted Shares, (ii) the Company shall retain custody of the certificates
evidencing Restricted Shares, and (iii) the participant will deliver to the
Company a stock power, endorsed in blank, with respect to each award of
Restricted Shares. The limitations set forth in the preceding sentence shall not
apply after the Restricted Shares are, in accordance with the terms of the
applicable Agreement, transferable and no longer forfeitable.

                                    ARTICLE X

                            PERFORMANCE SHARE AWARDS

10.01. Award. In accordance with the provisions of Section 4.01, the
Administrator will designate individuals to whom an award of Performance Shares
is to be granted and, subject to the provisions of Section 4.02, will specify
the number of Shares covered by the award.

10.02. Earning the Award. An award of Performance Shares, or portion thereof,
will be earned, and the Participant will be entitled to receive Shares pursuant
to a Share Award, a cash payment or a combination thereof, only upon the
achievement by the Participant, the Company, or an Affiliate of such
performance-related objectives as the Administrator, in its discretion, shall
prescribe on the date of grant. By way of example and not of limitation, such
performance-related objectives may be stated with respect to return on capital,
earnings per Share, earnings growth, total earnings, Fair Market Value funds
from operations per share, or return on assets. The determination as to whether
such objectives have been achieved shall be made by the Administrator, and such
determination shall be conclusive; provided, however, that the period in which
such performance is measured shall be at least one year. In addition, the
Administrator may, by way of example and not of limitation, require the
Participant to complete a specified period of employment with the Company or an
Affiliate.

10.03. Payment. In the discretion of the Administrator, the amount payable when
an award of Performance Shares is earned may be settled in cash, by the grant of
a Share Award or a combination of cash and a Share Award. A fractional share
shall not be deliverable when an award of Performance Shares is earned, but a
cash payment will be made in lieu thereof.


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10.04. Shareholder Rights. No Participant shall, as a result of receiving an
award of Performance Shares, have any rights as a shareholder until and to the
extent that the award of Performance Shares is earned and a Share Award is made.
If the Agreement so provides, a Participant may receive a cash payment equal to
the dividends that would have been payable with respect to the number of Shares
covered by the award between the date the Performance Shares are awarded and the
date a Share Award is made pursuant to the Performance Share award. A
Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of a Performance Share award or the right to receive Shares thereunder
other than by will or the laws of descent and distribution. After an award of
Performance Shares is earned and a Share Award is made, a Participant will have
all the rights of a shareholder with respect to the Shares so awarded.

                                   ARTICLE XI

                                INCENTIVE AWARDS

11.01. Award. In accordance with the provisions of Article IV, the Administrator
shall designate Participants to whom Incentive Awards are made. All Incentive
Awards shall be finally determined exclusively by the Administrator under the
procedures established by the Administrator.

11.02. Terms and Conditions. The Administrator, at the time an Incentive Award
is made, shall specify the terms and conditions which govern the award. Such
terms and conditions may prescribe, by way of example and not of limitation,
that the Incentive Award shall be earned only to the extent that the Company or
an Affiliate, during a performance period achieves performance-related
objectives stated with respect to the Company's, an Affiliate's or an operating
unit's return on equity, earnings per share, total earnings, earnings growth,
return on capital, return on assets or Fair Market Value or funds from
operations per share. Such terms and conditions also may include other
limitations on the payment of Incentive Awards including, by way of example and
not of limitation, requirements that the Participant complete a specified period
of employment with the Company or an Affiliate. The Administrator, at the time
an Incentive Award is made, shall also specify when amounts shall be payable
under the Incentive Award and whether amounts shall be payable in the event of
the Participant's death, disability, or retirement. No payment shall be made
under an Incentive Award except to the extent that the Administrator certifies
that the objectives governing such award have been achieved.

11.03. Nontransferability. Incentive Awards shall be nontransferable except by
will or by the laws of descent and distribution. No right or interest of a
Participant in an Incentive Award shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.

11.04. Shareholder Rights. No Participant shall, as a result of receiving an
Incentive Award, have any rights as a shareholder of the Company or any
Affiliate on account of such award.


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                                   ARTICLE XII

                        ADJUSTMENT UPON CHANGE IN SHARES

          The maximum number of Shares which may be issued pursuant to Options,
SARs, awards of Restricted Shares, the settlement of Performance Shares and in
accordance with Section 5.02, and the individual limits on the award of Options,
SARs, awards of Restricted Shares and Share Awards in a calendar year shall be
proportionately adjusted, and the terms of outstanding Options, SARs, awards of
Restricted Shares and Performance Shares and Incentive Awards shall be adjusted,
as the Committee shall determine to be equitably required in the event that (a)
the Company (i) effects one or more Share dividends, Share split-ups,
subdivisions or consolidations of Shares or (ii) engages in a transaction to
which Section 424 of the Code applies or (b) there occurs any other event which,
in the judgment of the Committee, necessitates such action. Any determination
made under this Article XII by the Committee shall be final and conclusive.

          The issuance by the Company of shares of any class, or securities
convertible into shares of any class, for cash or property, or for labor or
services, either upon direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the maximum number
of shares as to which Options, SARs, Restricted Shares and Performance Shares
may be granted or which may be issued in accordance with Section 5.02, the
individual limits on the award of Options, SARs, Restricted Shares, and
Performance Shares in a calendar year, or the terms of outstanding awards of
Options, SARs, Restricted Shares or Performance Shares or Incentive Awards.

          The Committee may award Performance Shares or Restricted Shares,
Options and SARs in substitution for performance shares, share awards (including
awards of restricted shares), stock options, stock appreciation rights, or
similar awards held by an individual who becomes an employee of the Company or
an Affiliate in connection with a transaction described in the first paragraph
of this Article XII. Notwithstanding any provision of the Plan (other than the
limitations of Article V), the terms of such substituted Options, SARs, awards
of Restricted Shares, or awards of Performance Shares shall be as the Committee,
in its discretion, determines is appropriate.

                                  ARTICLE XIII
                             COMPLIANCE WITH LAW AND
                          APPROVAL OF REGULATORY BODIES

        No Option or SAR shall be exercisable, no Shares shall be issued, no
certificates for Shares shall be delivered, and no payment shall be made under
this Plan except in compliance with all applicable federal and state laws and
regulations (including, without limitation, withholding tax requirements), any
listing agreement to which the Company is a party, and the rules of all domestic
stock exchanges on which the Company's Shares may be listed. The Company shall
have the right to rely on an opinion of its counsel as to such compliance. Any
certificate issued to evidence Shares when an award of Performance Shares is
settled in Shares, an award of Restricted Shares is made, or for which an Option
or SAR is exercised may bear such legends and statements as the Administrator
may deem advisable to assure compliance with federal and state laws and
regulations. No Option or SAR shall be exercisable, no award of Performance
Shares or Restricted Shares shall be granted, no Shares shall be issued, no
certificate for Shares shall be delivered, and no payment shall be made under
this Plan until the Company has obtained such consent or approval as the
Administrator may deem advisable from regulatory bodies having jurisdiction over
such matters.


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                                   ARTICLE XIV

                               GENERAL PROVISIONS

14.01. Effect on Employment. Neither the adoption of this Plan, its operation,
nor any documents describing or referring to this Plan (or any part thereof)
shall confer upon any individual any right to continue in the employ of the
Company or an Affiliate or in any way affect any right or power of the Company
or an Affiliate to terminate the employment of any individual at any time with
or without assigning a reason therefor.

14.02. Unfunded Plan. The Plan, insofar as it provides for grants, shall be
unfunded, and the Company shall not be required to segregate any assets that may
at any time be represented by grants under this Plan. Any liability of the
Company to any person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that may be created pursuant to this
Plan. No such obligation of the Company shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.

14.03. Rules of Construction. Headings are given to articles and sections of
this Plan solely as a convenience to facilitate reference. The reference to any
statute, regulation, or other provision of law shall be construed to refer to
any amendment to or successor of such provision of law.

14.04. Employee Status. For purposes of determining the applicability of Section
422 of the Code (relating to incentive stock options), or in the event that the
terms of any award of Performance Shares or Restricted Shares or the grant of
any Incentive Award, Option or SAR provide that Shares may be issued or become
transferable and nonforfeitable thereunder only after completion of a specified
period of employment or during employment, the Administrator may decide in each
case to what extent leaves of absence for governmental or military service,
illness, temporary disability, or other reasons shall not be deemed
interruptions of continuous employment.

14.05. Tax Withholding. Each Participant shall be responsible for satisfying any
income and employment tax withholding obligation attributable to participation
in this Plan. Unless otherwise provided by the applicable Agreement, any such
withholding tax obligation may be satisfied in cash (including from any cash
payable in settlement of an award of Performance Shares, an SAR or an Incentive
Award) or a cash equivalent acceptable to the Administrator. If provided in an
Agreement and in accordance with procedures established by the Administrator, a
Participant may surrender Shares in satisfaction of all or part of that tax
withholding obligation.

14.06. Notice. Unless specifically required by the terms of this Plan, notice to
the Company's shareholders, the Participants, or any other person or entity of
an action by the Board, the Committee, or the Administrator with respect to the
Plan is not required before or after such action occurs.


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                                    ARTICLE XV

                                    AMENDMENT

     The Board may amend from time to time or terminate the Plan; provided,
however, that no amendment may become effective until shareholder approval is
obtained if the amendment materially (a) increases the aggregate number of
Shares that may be issued under the Plan (other than an adjustment authorized
under Article XII); (b) changes the class of individuals eligible to become
Participants; or (c) increases the benefits that may be provided under the Plan.
No amendment shall, without a Participant's consent, adversely affect any rights
of such Participant under any outstanding award of Performance Shares or
Restricted Shares or under any Incentive Award, Option or SAR outstanding at the
time such amendment is made.


                                   ARTICLE XVI

                                DURATION OF PLAN

     No Performance Shares or Restricted Shares may be awarded and no Incentive
Award, Option or SAR may be granted under this Plan more than ten years after
the earlier of the date that the Plan is adopted by the Board or the date that
the Plan is approved by the Company's shareholders as provided in Article XVI.
Performance Shares and Restricted Shares awarded and Options and SARs granted
before that date shall remain valid in accordance with their terms.


                                  ARTICLE XVII

                             EFFECTIVE DATE OF PLAN

     Options, SARs and Incentive Awards may be granted under this Plan upon its
adoption by the Board, provided that no Option or SAR will be effective or
exercisable unless this Plan is approved (i) by a majority of the votes cast by
the Company's shareholders, either in person or by proxy, at a duly held
shareholders' meeting at which a quorum representing a majority of all
outstanding Shares is present either in person or by proxy, or (ii) by unanimous
consent of the Company's shareholders. Awards of Restricted Shares and
Performance Shares and the issuance of Shares in accordance with Section 5.02
may be made under this Plan after it is approved by the shareholders in
accordance with the preceding sentence.