<PAGE>

                                                                   EXHIBIT 10.20
                                                                   =============



                          WYNDHAM INTERNATIONAL, INC.

                              1997 INCENTIVE PLAN

                           (As Amended and Restated
                             as of June 29, 1999)
<PAGE>

                          WYNDHAM INTERNATIONAL, INC.

                              1997 INCENTIVE PLAN

                           (As Amended and Restated
                             as of June 29, 1999)


                               TABLE OF CONTENTS
                               -----------------
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                                                                            ----
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ARTICLE I - DEFINITIONS.....................................................  1
     1.01     Affiliate.....................................................  1
     1.02     Agreement.....................................................  1
     1.03     Award or Awards...............................................  2
     1.04     Board.........................................................  2
     1.05     Code..........................................................  2
     1.06     Committee.....................................................  2
     1.07     Deferred Unit Award...........................................  2
     1.08     Dividend Equivalent Rights....................................  2
     1.09     Effective Date................................................  2
     1.10     Exchange Act..................................................  2
     1.11     Fair Market Value.............................................  2
     1.12     Independent Director..........................................  3
     1.13     Company.......................................................  3
     1.14     Stock.........................................................  3
     1.15     Share Award...................................................  3
     1.16     Participant...................................................  3
     1.17     Plan..........................................................  3
     1.18     Restricted Unit Award.........................................  3

ARTICLE II - PURPOSES.......................................................  3

ARTICLE III - ADMINISTRATION................................................  4

ARTICLE IV - ELIGIBILITY....................................................  5

ARTICLE V - SHARES SUBJECT TO PLAN..........................................  6
     5.01     Shares Issued.................................................  6
     5.02     Substitute Awards.............................................  7

ARTICLE VI - OPTIONS........................................................  7
     6.01     Award.........................................................  7
</TABLE>

                                      (i)
<PAGE>

<TABLE>
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     6.02     Option Price..................................................  7
     6.03     Stock Options Granted to Independent Directors................  8
     6.04     Maximum Option Period.........................................  8
     6.05     Nontransferability............................................  8
     6.06     Transferable Options..........................................  9
     6.07     Employee Status...............................................  9
     6.08     Exercise......................................................  9
     6.09     Payment.......................................................  9
     6.10     Shareholder Rights............................................ 10

ARTICLE VII - SHARE AWARDS.................................................. 11

ARTICLE VIII - RESTRICTED UNIT AWARDS....................................... 11
     8.01     Award......................................................... 11
     8.02     Vesting....................................................... 11
     8.03     Performance Objectives........................................ 12
     8.04     Employee Status............................................... 12
     8.05     Shareholder Rights............................................ 12
     8.06     Nontransferability............................................ 13

ARTICLE IX - DEFERRED UNIT AWARDS........................................... 13
     9.01     Elections to Receive Deferred Unit Awards in Lieu of
                Compensation................................................ 13
     9.02     Terms and Conditions.......................................... 13
     9.03     Form of Payment............................................... 13
     9.04     Shareholder Rights............................................ 14
     9.05     Nontransferability............................................ 14

ARTICLE X - DIVIDEND EQUIVALENT RIGHTS...................................... 14
     10.01    Awards........................................................ 14
     10.02    Payment....................................................... 15
     10.03    Shareholder Rights............................................ 15
     10.04    Nontransferability............................................ 15

ARTICLE XI - CHANGE IN CONTROL PROVISIONS................................... 16

ARTICLE XII - ADJUSTMENT UPON CHANGE IN STOCK............................... 17
     12.01    Adjustments................................................... 17
     12.02    Mergers or Other Corporate Transactions....................... 17

ARTICLE XIII - COMPLIANCE WITH LAW.......................................... 18

ARTICLE XIV - GENERAL PROVISIONS............................................ 19
     14.01    Effect on Employment and Service.............................. 19
     14.02    Unfunded Plan................................................. 19
</TABLE>

                                     (ii)
<PAGE>

<TABLE>
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     14.03    Rules of Construction......................................... 20

ARTICLE XV - AMENDMENT...................................................... 20

ARTICLE XVI - EFFECTIVE DATE OF PLAN........................................ 20

ARTICLE XVII - GOVERNING LAW................................................ 21
</TABLE>

                                     (iii)
<PAGE>

                          WYNDHAM INTERNATIONAL, INC.

                              1997 INCENTIVE PLAN

                 (As Amended and Restated as of June 29, 1999)


     The name of the plan is the Wyndham International, Inc. 1997 Incentive Plan
(the "Plan").  The purpose of the Plan is to encourage and enable the officers,
employees, Independent Directors and other key persons (including consultants)
of Wyndham International, Inc. (the "Company") and its Affiliates upon whose
judgment, initiative and efforts the Company largely depends for the successful
conduct of its business to acquire a proprietary interest in the Company.  It is
anticipated that providing such persons with a direct stake in the Company's
welfare will assure a closer identification of their interests with those of the
Company, thereby stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company.

                            ARTICLE I - DEFINITIONS
                            -----------------------

     1.01  Affiliate means any "subsidiary" or "parent" corporation (within the
           ---------
meaning of Section 424 of the Code) of the Company or means any corporation or
other entity (other than the Company) in any unbroken chain of corporations or
other entities beginning with the Company if each of the corporations or
entities (other than the last corporation or entity in the unbroken chain) owns
stock or other interests possessing 50 percent or more of the economic interest
or the total combined voting power of all classes of stock or other interests in
one of the other corporations or entities in the chain.

     1.02  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.
<PAGE>

     1.03  Award or Awards, except when referring to a particular category of
           -----    ------
grant under the Plan, shall include Options, Share Awards, Restricted Unit
Awards, Deferred Unit Awards, or awards of Dividend Equivalent Rights.

     1.04  Board means the Board of Directors of the Company.
           -----
     1.05  Code means the Internal Revenue Code of 1986, and any amendments
           ----
thereto.

     1.06  Committee means the Compensation Committee of the Board.  Each member
           ---------
of the Committee shall be an "outside director" within the meaning of Section
162(m) of the Code and the regulations promulgated thereunder and a "non-
employee director" within the meaning of Rule 16b-3(b)(3)(i) promulgated under
the Exchange Act.

     1.07  Deferred Unit Award means an award granted pursuant to Article IX
           -------------------
which entitles the holder to defer receipt of current cash compensation in
exchange for a right to receive shares of Stock in the future at the price or
prices set forth in the Agreement.

     1.08  Dividend Equivalent Rights means an award granted pursuant to Article
           --------------------------
X which entitles the holder to receive compensation based on cash dividends and
distributions payable with respect to shares of Stock.

     1.09  Effective Date means the date on which the Plan is approved by
           --------------
shareholders as set forth in Article XVII.

     1.10  Exchange Act means the Securities Exchange Act of 1934, as amended
           ------------
and as in effect on the date of this Agreement.

     1.11  Fair Market Value means, on any given date, the closing price of a
          -----------------
share of Stock, as reported on the New York Stock Exchange.  In any case, if no
sale of shares of Stock

                                       2
<PAGE>

is made on the New York Stock Exchange on that date, then Fair Market Value
shall be determined as of the next preceding day on which there was a sale of
such security.

     1.12  Independent Director means a member of the Board who is not also an
           --------------------
employee of the Company or any Affiliate.

     1.13  Company means Wyndham International, Inc.
           -------

     1.14  Stock means the Class A common stock of the Company.
           -----

     1.15  Share Award means shares of Stock awarded to a Participant under
           -----------
Article VII as incentive compensation or in lieu of current cash compensation.

     1.16  Participant means an employee of the Company or an Affiliate, a
           -----------
member of the Board, or an individual whose efforts contribute to the
performance or success of the Company or an Affiliate, who satisfies the
requirements of Article IV and is selected by the Committee to receive an Award
under the Plan.

     1.17  Plan means the Wyndham International, Inc. 1997 Incentive Plan.
           ----

     1.18  Restricted Unit Award means an Award granted pursuant to Article VIII
           ---------------------
which entities the holder to receive a payment of shares of Stock upon the
satisfaction of the vesting restriction period or performance goals.

                             ARTICLE II - PURPOSES
                             ---------------------

     The Plan is intended to assist the Company and its Affiliates in recruiting
and retaining individuals with ability and initiative 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.

                                       3
<PAGE>

     The Plan is intended to permit the grant of Options which do not qualify
under Section 422 of the Code as incentive stock options.  The Plan is also
intended to permit the grant of Share Awards, Restricted Unit Awards, Deferred
Unit Awards and Dividend Equivalent Rights.  The proceeds received by the
Company from the sale of shares of Stock pursuant to this Plan shall be used for
general corporate purposes.  Each Option or other Award may be exercised,
terminated, canceled, forfeited, transferred or otherwise disposed of only in
units consisting of shares of Stock.

                         ARTICLE III - ADMINISTRATION
                         ----------------------------

     The Plan shall be administered by the Committee.  The Committee shall have
authority to grant any Awards upon such terms (not inconsistent with the
provisions of this Plan) as the Committee 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 on the transferability or
forfeitability of any Award.  The Committee may in connection with the death,
disability or other termination of employment of a Participant or a Change in
Control of the Company accelerate the time at which any Option may be exercised
or, the time at which a Restricted Unit Award may become transferable or
nonforfeitable.  In addition, the Committee 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 Committee shall not be construed as limiting any power or authority
of the Committee.  Any decision made, or action taken, by the Committee or in
connection with the administration of

                                       4
<PAGE>

this Plan shall be final and conclusive. No member of the Committee shall be
liable for any act done in good faith with respect to this Plan or any Agreement
or Award. All expenses of administering this Plan shall be borne by the Company.

     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 "covered employees" within the
meaning of Section 162(m) of the Code or subject to the reporting and other
provisions of Section 16 of the Exchange Act.  Any such delegation by the
Committee shall include a limitation as to the amount of Awards that may be
granted during the period of the delegation and shall contain guidelines as to
the determination of the exercise price of any Option, the conversion ratio or
price of other Awards and the vesting criteria.  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
                           ------------------------

     Any employee of the Company or an Affiliate (including a corporation or
other entity that becomes an Affiliate after the adoption of this Plan) or a
person whose efforts contribute to the performance or success of the Company or
an Affiliate (including a corporation or other entity that becomes an Affiliate
after the adoption of this Plan), including a consultant, is eligible to
participate in this Plan if the Committee, 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.
Independent Directors of the Company are also eligible to participate in this
Plan.

                                       5
<PAGE>

                      ARTICLE V - SHARES SUBJECT TO PLAN
                      ----------------------------------

     5.01  Shares Issued.  Subject to adjustment as provided in Section 13.01,
           -------------
the aggregate number of shares of Stock available from time to time for all
Awards under this Plan shall be such aggregate number of shares as does not
exceed the sum of (i) 3,000,000 shares; plus (ii) as of the beginning of each
calendar quarter, beginning with October 1, 1997, 10 percent of any net increase
since the beginning of the preceding calendar quarter in the total number of
shares of Stock actually outstanding (assuming all units of partnership interest
in the Patriot American Hospitality Partnership, L.P. and the Wyndham
International Operating Partnership, L.P. that are subject to redemption rights
are converted into shares of Stock)]; reduced by (iii) the aggregate number of
shares of Stock subject to Awards under this Plan. For purposes of this
limitation, if any portion of an Award is forfeited, canceled, reacquired by the
Company, satisfied without the issuance of Stock or otherwise terminated, the
shares of Stock underlying such portion of the Award shall be added back to the
shares of Stock available for issuance under the Plan.  Notwithstanding the
foregoing, the maximum number of shares of Stock for which Restricted Unit
Awards, Share Awards and Deferred Unit Awards may be granted under this Plan
during the term of the Plan shall not exceed forty percent (40%) of the shares
of Stock issuable under the Plan, and the maximum number of shares of Stock with
respect to which Awards may be granted during any calendar year period to any
Participant shall not exceed 1,500,000 shares, subject to adjustment as provided
in Section 12.01.

     Shares of Stock to be delivered under the Plan shall be made available by
the Company from authorized and unissued shares of Stock issued by the Company
directly to the holder.

                                       6
<PAGE>

     5.02  Substitute Awards.  The Committee may grant Awards under the Plan in
           -----------------
substitute for stock and stock-based awards held by employees of another
employer who become employees of the Company or an Affiliate as the result of a
merger or consolidation of the employer with the Company or an Affiliate, or the
acquisition by the Company or an Affiliate of property or stock of the employer.
The Administrator may direct that the substitute awards be granted on such terms
and conditions as the Administrator consider appropriate in the circumstances
whether or not specifically authorized under the Plan.  Unless otherwise
provided by the Administrator, any grants of shares of Stock under this Section
5.02 shall not count against the shares of Stock available for issuance under
the Plan under Section 5.01.

                             ARTICLE VI - OPTIONS
                             --------------------

     6.01  Award. In accordance with the provisions of Article IV, the Committee
           -----
will designate each individual to whom an Option is to be granted and will
specify the number of shares of Stock covered by such awards.

     6.02  Option Price.  The price per share of Stock purchased on the exercise
           ------------
of an Option shall be determined by the Committee on the date of grant;
provided, however, that the price per share of Stock purchased on the exercise
of any Option shall not be less than one hundred percent (100%) of the Fair
Market Value of a share of Stock on the date of grant of such Option.  Except as
provided in Section 12.01, the Option price may not be reduced after the date of
grant.  The foregoing sentence is not intended to, and shall not be interpreted
to, prohibit the Committee from authorizing the exchange of outstanding Options
for new Options

                                       7
<PAGE>

for fewer shares at a reduced exercise price so long as the exchange is made on
a comparable value basis (as determined under a generally recognizable option
pricing model).

     6.03  Stock Options Granted to Independent Directors.  Prior to 1999, each
           ----------------------------------------------
Independent Director who was serving as Director of the Company on each annual
meeting of shareholders, beginning with the 1997 annual meeting, was
automatically granted on such day a non-qualified stock option to acquire 10,000
shares of Stock, subject to adjustments as provided in Section 12.01.  The
exercise price per share of Stock covered by an Option granted under this
Section 6.03 shall be equal to the Fair Market Value of a share of Stock on the
date of grant.

     The Committee, in its discretion, may grant additional Options to
Independent Directors.  Any such grant may vary among individual Independent
Directors.  Unless otherwise determined by the Committee, an Option granted
under Section 6.03 shall be exercisable in full as of the grant date.

     6.04  Maximum Option Period.  The maximum period in which an Option may be
           ---------------------
exercised shall be determined by the Committee on the date of grant and may not
exceed ten years from the date such Option was granted.

     6.05  Nontransferability. Except as provided in Section 6.06, each Option
           ------------------
granted under this Plan shall be nontransferable except by will or by the laws
of descent and distribution.  During the lifetime of the Participant to whom the
Option is granted, the Option may be exercised only by the Participant.  No
right or interest of a Participant in any Option shall be liable for, or subject
to, any lien, obligation, or liability of such Participant.

                                       8
<PAGE>

     6.06  Transferable Options.  Section 6.05 to the contrary notwithstanding,
           --------------------
the Committee may provide in an Agreement regarding a given Option that an
Option that is not an incentive stock option may be transferred by a Participant
to the Participant's children, grandchildren, spouse, one or more trusts for the
benefit of such family members or a partnership in which such family members are
the only partners; provided, however, that the Participant may not receive any
consideration for the transfer.  The holder of an Option transferred pursuant to
this section shall be bound by the same terms and conditions that governed the
Option during the period that it was held by the Participant.

     6.07  Employee Status.  In the event that the terms of any Option provide
           ---------------
that it may be exercised only during employment or within a specified period of
time after termination of employment, the Committee may decide 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.

     6.08  Exercise.  Subject to the provisions of this Plan and the applicable
           --------
Agreement, an Option 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 Committee
shall determine.  An Option granted under this Plan may be exercised with
respect to any number of whole shares less than the full number for which the
Option could be exercised.  A partial exercise of an Option shall not affect the
right to exercise the Option from time to time in accordance with this Plan and
the applicable Agreement with respect to the remaining shares subject to the
Option.

     6.09  Payment.  Unless otherwise provided by the Agreement, payment of the
           -------
Option price shall be made in cash or a cash equivalent acceptable to the
Committee.  If the

                                       9
<PAGE>

Agreement provides, payment of all or part of the option price may be made by
surrendering to the Company previously owned whole shares of Stock (which the
Participant has held for at least six months prior to the delivery of such
shares of Stock or which the Participant purchased on the open market and for
which the Participant has good title, free and clear of all liens and
encumbrances). If shares of Stock are used to pay all or part of the Option
price, the sum of the cash, cash equivalent, and the Fair Market Value
(determined as of the day preceding the date of exercise) of the shares of Stock
surrendered must not be less than the option price of the shares of Stock for
which the Option is being exercised. If the Agreement provides, payment of all
or part of the option price may be made by the Participant delivering to the
Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company to pay the purchase price; provided that
in the event the Participant chooses to pay the purchase price as so provided,
the Participant and the broker shall comply with such procedures and enter into
such agreements of indemnity and other agreements as the Committee shall
prescribe as a condition of such payment procedure. If the Agreement provides
and if the Board has authorized the loan of funds to the Participant for the
purpose of enabling or assisting the Participant to exercise his Option, payment
of the option price may be made by the Participant with a promissory note,
provided that at least so much of the exercise price as represents the par value
of the shares of Stock shall be paid other than with a promissory note.

     6.10  Shareholder Rights.  No Participant shall have any rights as a
           ------------------
shareholder with respect to shares of Stock subject to his Option until the date
of exercise of such Option.

                                      10
<PAGE>

                          ARTICLE VII - SHARE AWARDS
                          --------------------------

     In accordance with the provisions of Article IV, the Committee will
designate each individual to whom a Share Award is to be made and will specify
the number of shares of Stock covered by such award.  A Share Award shall be
granted as incentive compensation or in lieu of current cash compensation
otherwise payable to a Participant and shall be free of any vesting
restrictions.  The Company shall issue or cause to be issued shares of Stock to
a Participant who receives a Share Award.

                     ARTICLE VIII - RESTRICTED UNIT AWARDS
                     -------------------------------------

     8.01  Award. In accordance with the provisions of Article IV, the Committee
           -----
will designate each individual to whom a Restricted Unit Award is to be made and
will specify the number of shares of Stock covered by such award. Such an award
shall entitle the Participant to receive a payment of shares of Stock upon the
satisfaction of the vesting restriction period or satisfaction of performance
objectives; provided, however, that the Committee may permit a Participant to
elect, pursuant to an advance written election delivered to the Company no later
than the date prescribed to the Committee, to defer receipt of some or all of
the shares of Stock.

     8.02  Vesting.  The Committee, on the date of the award, shall prescribe
           -------
that a Participant's rights in the Restricted Unit Award shall be forfeitable or
otherwise restricted for a period of time or subject to such conditions as may
be set forth in the Agreement.  The period of restriction shall be at least
three years; provided, however, that the minimum period of restriction shall be
at least one year in the case of a Restricted Unit Award that will become
transferable and nonforfeitable on account of the satisfaction of performance
objectives

                                      11
<PAGE>

prescribed by the Committee. During the restriction period, the Committee may
provide that the Participant's Restricted Unit Award be credited with Dividend
Equivalent Rights.

     8.03  Performance Objectives.  In accordance with Section 8.02, the
           ----------------------
Committee may prescribe that Restricted Unit Awards will become vested,
transferable, or both, based on objectives stated with respect to the Company's,
an Affiliate's, or an operating unit's return on equity, funds from operations,
cash available for distribution, earnings per share, total earnings, earnings
growth, return on capital, return on assets, or Fair Market Value of the shares
of Stock.  If the Committee, on the date of the award, prescribes that a
Restricted Unit Award shall become nonforfeitable and transferable only upon the
attainment of performance objectives stated with respect to one or more of the
foregoing criteria, the shares of Stock subject to such Restricted Unit Award
shall become nonforfeitable and transferable only to the extent that the
Committee certifies that such objectives have been achieved.

     8.04  Employee Status.  In the event that the terms of any Restricted Unit
           ---------------
Award provide that shares of Stock may become transferable and nonforfeitable
thereunder only after completion of a specified period of employment, the
Committee 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.

     8.05  Shareholder Rights.  No Participant shall, as a result of receiving a
           ------------------
Restricted Unit Award, have any rights as a shareholder until and to the extent
that the Restricted Unit Award is settled by the issuance of shares of Stock.
After the Restricted Unit Award is settled in shares of Stock, a Participant
will have all the rights of a shareholder with respect to such

                                      12
<PAGE>

shares of Stock. The Company shall issue, or cause to be issued, shares of Stock
to the Participant.

     8.06  Nontransferability.  A Restricted Unit Award shall be nontransferable
           ------------------
except by will or by the laws of descent and distribution.  No right or interest
of a Participant in any Restricted Unit Award shall be liable for, or subject
to, any lien, obligation, or liability of such Participant.

                       ARTICLE IX - DEFERRED UNIT AWARDS
                       ---------------------------------

     9.01  Elections to Receive Deferred Unit Awards in Lieu of Compensation.
           -----------------------------------------------------------------
The Committee may, in its sole discretion, permit a Participant to elect,
pursuant to an advance written election delivered to the Company no later than
the date specified by the Committee, to defer receipt of all or a portion of the
cash compensation otherwise due to such Participant. The amount of the deferred
compensation shall be converted to a Deferred Unit Award using the Fair Market
Value of the shares of Stock on the date immediately prior to the date the cash
compensation would otherwise be paid.

     9.02  Terms and Conditions.  At the time the Participant makes a deferred
           --------------------
compensation election, the Committee shall direct the Company to enter into an
Agreement with the Participant which sets forth the terms and conditions of
deferral, including the timing of payment and any vesting schedule.  During the
term of deferral, the Participant's Deferred Unit Award will be credited with
Dividend Equivalent Rights.

     9.03  Form of Payment.  Deferred Unit Award shall be settled in shares of
           ---------------
Stock, in a single installment or installments.  A fractional share of a
Deferred Unit shall be settled in cash.  The Company shall issue, or cause to be
issued, shares of Stock to the Participant.

                                      13
<PAGE>

     9.04  Shareholder Rights.  No Participant shall, as a result of receiving a
           ------------------
Deferred Unit Award, have any rights as a shareholder until and to the extent
that the Deferred Unit Award is settled by the issuance of shares of Stock.
After the Deferred Unit Award is settled in shares of Stock, a Participant will
have all the rights of a shareholder with respect to such shares of Stock.

     9.05  Nontransferability.  A Deferred Unit Award shall be nontransferable
           ------------------
except by will or by the laws of descent and distribution.  No right or interest
of a Participant in any Deferred Unit Award shall be liable for, or subject to,
any lien, obligation, or liability of such Participant.

                    ARTICLE X - DIVIDEND EQUIVALENT RIGHTS
                    --------------------------------------

     10.01 Awards.  In accordance with the provisions of Article IV, the
           ------
Committee will designate each individual to whom an award of Dividend Equivalent
Rights is to be made.  An award of Dividend Equivalent Rights entitles the
recipient to receive credits based on cash dividends that would have been paid
on the shares of Stock specified in the award of Dividend Equivalent Rights (or
other award to which it relates) if such shares had been issued to and held by
the recipient.  An award of Dividend Equivalent Rights may be granted hereunder
to any Participant as a component of another award or as a freestanding award.
The terms and conditions of Dividend Equivalent Rights shall be specified in the
Agreement.  Dividend equivalents credited to the holder of a Dividend Equivalent
Rights may be paid currently or may be deemed to be reinvested in additional
shares of Stock, which may thereafter accrue additional equivalents.  Any such
reinvestment shall be at Fair Market Value on the date of reinvestment or such
other price as may then apply under a dividend reinvestment plan

                                      14
<PAGE>

sponsored by the Company, if any. Dividend Equivalent Rights granted as a
component of another award may provide that such Dividend Equivalent Rights
shall be settled upon exercise, settlement, or payment of, or lapse of
restrictions on, such other award, and that such Dividend Equivalent Rights
shall expire or be forfeited or annulled under the same conditions as such other
award. Dividend Equivalent Rights granted as a component of another award may
also contain terms and conditions different from such other award.

     10.02 Payment.  In the discretion of the Committee and as provided in the
           -------
Agreement, Dividend Equivalent Rights may be settled in cash, shares of Stock,
or a combination thereof, in a single installment or installments.

     10.03 Shareholder Rights. No Participant shall, as a result of receiving an
           ------------------
award of Dividend Equivalent Rights, have any rights as a shareholder until and
to the extent that the award of Dividend Equivalent Rights is earned and settled
by the issuance of shares of Stock. After an award of Dividend Equivalent Rights
is earned, if settled completely or partially in shares of Stock, a Participant
will have all the rights of a shareholder with respect to such shares of Stock.
The Company shall issue, or cause to be issued, shares of Stock to the
Participant.

     10.04 Nontransferability.  Unless otherwise provided in the Agreement,
           ------------------
Dividend Equivalent Rights granted under this Plan shall be nontransferable
except by will or by the laws of descent and distribution.  No right or interest
of a Participant in any Dividend Equivalent Rights shall be liable for, or
subject to, any lien, obligation, or liability of such Participant.

                                      15
<PAGE>

                   ARTICLE XI - CHANGE IN CONTROL PROVISIONS
                   -----------------------------------------
     (a)   A "Change in Control" with respect to the Company shall be deemed to
have taken place if any of the following events occurs:

           (i)    Any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), other than an Affiliate, a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly, of securities of the Company representing 25% or
more of the combined voting power of the Company's then outstanding securities;
or

           (ii)   individuals who, as of July 2, 1997, constitute the Board and
any new director (other than a director designated by a person who has entered
into an agreement with the Company to effect a transaction described in clauses
(i) or (iii) of this paragraph) whose election by the Board or nomination for
election by the Company's shareholders was approved by a vote of at least eighty
percent (80%) of the directors then still in office who either were directors as
of July 2, 1997 or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority of the Board; or

           (iii)  the shareholders of the Company approve a merger or
consolidation of the Company with or into any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least sixty percent (60%) of the combined voting power of
the voting securities of the Company or such surviving entity outstanding
immediately after

                                      16
<PAGE>

such merger or consolidation, or the shareholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all the Company's assets.

     (b)   Upon the occurrence of a Change in Control, unless otherwise provided
in an Agreement, each Participant shall have immediate vesting of, and the
immediate right to, exercise all outstanding Options, and any risk of forfeiture
included in any Restricted Unit Award and Dividend Equivalent Rights shall
lapse.

     (c)   Notwithstanding the foregoing, this Article XI shall cease to apply
after June 29, 1999.

                 ARTICLE XII - ADJUSTMENT UPON CHANGE IN STOCK
                 ---------------------------------------------

     12.01 Adjustments. The maximum number of shares of Stock as to which awards
           -----------
may be granted under this Plan, the terms of outstanding awards and the per
individual limitations on the number of shares of Stock for which Options or
other Awards may be granted, shall be adjusted as the Committee shall determine
to be equitably required in the event that (a) the Company (i) effects one or
more stock dividends, stock 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.

     12.02 Mergers or Other Corporate Transactions. Upon consummation of a
           ---------------------------------------
consolidation, merger, or sale of all or substantially all of the assets of the
Company in which outstanding shares of Stock are exchanged for securities, cash,
or other property of an

                                      17
<PAGE>

unrelated corporation or business entity, or in the event of a liquidation of
the Company (in each case, a "Transaction"), the Board, or the board of
directors of any corporation assuming the obligations of the Company, may, in
its discretion, take any one or more of the following actions, as to outstanding
Awards: (i) provide that such Awards shall be assumed or equivalent awards shall
be substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), (ii) upon written notice to the Participants, provide that all Awards
will terminate immediately prior to the consummation of the Transaction. In the
event that, pursuant to clause (ii) above, Awards will terminate immediately
prior to the consummation of the Transaction, all Awards, other than Options,
shall be fully settled in cash or in kind at such appropriate consideration as
determined by the Committee in its sole discretion after taking into account the
consideration payable per share of Stock pursuant to the business combination
(the "Merger Price") and all Options shall be fully settled, in cash or in kind,
in an amount equal to the difference between (A) the Merger Price times the
number of shares of Stock subject to such outstanding Options (to the extent
then exercisable at prices not in excess of the Merger Price) and (B) the
aggregate exercise price of all such outstanding Options; provided, however,
that each Participant shall be permitted, within a specified period determined
by the Committee prior to the consummation of the Transaction, to exercise all
outstanding Options, including those that are not then exercisable, subject to
the consummation of the Transaction.

                      ARTICLE XIII - COMPLIANCE WITH LAW
                       AND APPROVAL OF REGULATORY BODIES
                       ---------------------------------

     No Option shall be exercisable, no shares of Stock shall be issued, no
certificates for shares of Stock 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

                                      18
<PAGE>

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
Stock may be listed. The Company shall have the right to rely on an opinion of
its counsel as to such compliance. Any share certificate issued to evidence a
share of Stock when a Share Award is granted, or for which an Option is
exercised or a Restricted Unit Award or Deferred Unit Award settled, may bear
such legends and statements as the Committee may deem advisable to assure
compliance with federal and state laws and regulations. No Option shall be
exercisable, no Share Award shall be granted, no share of Stock shall be issued,
no certificate for shares of Stock shall be delivered, and no payment shall be
made under this Plan until the Company has obtained such consent or approval as
the Committee may deem advisable from regulatory bodies having jurisdiction over
such matters.

                       ARTICLE XIV - GENERAL PROVISIONS
                       --------------------------------

     14.01 Effect on Employment and Service.  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 or service of the Company or an Affiliate or in any way affect any right
and power of the Company or an Affiliate to terminate the employment or service
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

                                      19
<PAGE>

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 the 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.

                            ARTICLE XV - AMENDMENT
                            ----------------------

     The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment may become effective until shareholder approval is
obtained if (i) the amendment increases the aggregate number of shares of Stock
that may be issued under the Plan, (ii) the amendment changes the class of
individuals eligible to become Participants or (iii) the amendment materially
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 award outstanding at the time such amendment is made.  Nothing in this
Article XV shall limit the Board's authority to take any action pursuant to
Section 12.02.

                     ARTICLE XVI - EFFECTIVE DATE OF PLAN
                     ------------------------------------

     Options, Restricted Unit Awards, Deferred Unit Awards and Dividend
Equivalent Rights may be granted under this Plan upon its adoption by the Board,
provided that no such Award shall be effective or exercisable unless this Plan
is approved by the holders of a majority of the votes present or represented and
entitled to be cast by the Company's shareholders, voting either in person or by
proxy, at a duly held shareholders' meeting.  Share

                                      20
<PAGE>

Awards may be granted under this Plan upon the later of its adoption by the
Board or its approval by shareholders in accordance with the preceding sentence.

                         ARTICLE XVII - GOVERNING LAW
                         ----------------------------

     The Plan and all Awards and action taken thereunder shall be governed by,
and construed in accordance with, the laws of the State of Delaware, applied
without regard to conflict of law principles.