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                                                                  Exhibit 10-5.1

                                 DEB SHOPS, INC.
                         INCENTIVE STOCK OPTION PLAN AS
                              AMENDED AND RESTATED
                            EFFECTIVE JANUARY 1, 2002

I. NAME AND PURPOSE

         A. Name. This Plan is an amendment and restatement of the Amended and
Restated DEB Shops, Inc. 1995 Incentive Stock Option Plan and shall hereafter be
referred to as the Deb Shops, Inc. Incentive Stock Option Plan, As Amended and
Restated Effective January 1, 2002.

         B. Purpose. The purpose of the Plan is to provide favorable
opportunities for certain, select key employees and non-employee directors of
DEB Shops, Inc. (the "Corporation") to purchase shares of the Corporation's
Common Stock, thereby encouraging them to acquire proprietary interests in the
Corporation's Common Stock. Further, on account of the Plan, such key employees
and non-employee directors should have an increased incentive to contribute to
the Corporation's future success and prosperity, thus enhancing the value of the
Corporation for the benefit of its shareholders. The availability and offering
of stock options under the Plan supports and increases the Corporation's
possibility to attract and retain individuals of exceptional talent upon whom,
in large measure, the sustained progress, growth and profitability of the
Corporation depends. The Plan is also intended to permit grants of stock options
that will constitute "performance-based compensation" as that term is used for
purposes of Code Section 162(m), at the discretion of the Committee.

         C. Stock Options to be Granted. Options granted under this Plan are
intended to be Incentive Stock Options within the meaning of Code Section 422(b)
(as hereinafter defined); however, Nonqualified Stock Options (as hereinafter
defined) may also be granted within the limitations of the Plan as described
herein.

II. DEFINITIONS

         For Plan purposes, except where the context indicates otherwise, the
following terms shall have the meanings set forth below:

         "Board" shall mean the Board of Directors of the Corporation.

         "Code" shall mean the Internal Revenue Code of 1986, as amended, and
the rules and regulations promulgated thereunder.

         "Committee" shall mean the Stock Option Committee, or such other
committee or committees of the Board (and the Board itself), that shall be
designated by the Board to administer the Plan. The Committee shall be composed
of three (3) or more persons as from time to time are appointed to serve by the
Board. Only members of the Board shall serve on the Committee. To the extent
that the Committee is empowered to grant options to Section 16 Officers or
persons whose compensation might have limits on deductibility under Code Section
162(m), the Board may, at its discretion, appoint a separate committee
consisting solely of three (3) or more Non-Employee Directors to administer the
Plan with respect to those persons. Any such committee designated by the Board
is referred to as the "Committee."


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         "Common Stock" shall mean the Common Stock, $0.01 par value, of the
Corporation.

         "Corporation" shall mean and include DEB Shops, Inc., a Pennsylvania
corporation, and any parent or subsidiary of DEB Shops, Inc., as defined in
Code ss.425(e) and (f).

         "Covered Employee" means any person who is a "covered employee" for
purposes of Code Section 162(m).

         "Incentive Stock Option" or "ISO" shall mean a stock option granted or
exercised under the Plan that is intended to meet and comply with the terms and
conditions for an incentive stock option as set forth in Code ss.422.

         "Fair Market Value" shall mean the closing sale price of the Common
Stock as quoted on the NASDAQ National Market system; provided, that if no sale
of Common Stock has occurred on that day, the "Fair Market Value" shall mean the
closing price as reported on the NASDAQ National Market for the next preceding
day on which a sale occurred. During such time as the Common Stock is not listed
in the NASDAQ National Market, "Fair Market Value" shall be the mean between the
closing dealer "bid" and "asked" prices for the Common Stock, and if no "bid"
and "asked" prices are quoted, "Fair Market Value" shall be determined by
reference to such prices on the next preceding day on which such prices were
quoted. In the event that the Common Stock is not listed in the NASDAQ National
Market, and no closing "bid" and "asked" prices are available, "Fair Market
Value" shall be established by the Committee acting in good faith.

         "Non-Employee Director" means a member of the Board who is a
"non-employee director" as that term is defined in paragraph (b)(3) of Rule
16b-3 (as defined herein) and an "outside director" as that term is defined in
Treasury Regulations Section 1.162-27, promulgated under the Code.

         "Nonqualified Stock Option" or "NQSO" shall mean a stock option other
than an Incentive Stock Option (which may include an Option intended to be
treated as an ISO but which does not meet the requirements of the Code to be so
treated).

         "Optionee" shall mean any employee or non-employee member of the Board
who has been granted one or more ISOs or NQSOs under the Plan.

         "Plan" means The Deb Shops, Inc. Incentive Stock Option Plan as Amended
and Restated Effective January 1, 2002.

         "Rule 16b-3" means Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended, or any successor rule.

         "Tax Date" means the date as of which the exercise by any person of
rights granted under the Plan is treated as giving rise to taxable compensation
income.

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         "Ten Percent Share Owner" shall mean an employee or non-employee
director who owns more than ten percent (10%) of the Common Stock of the
Corporation as such amount is calculated under Code ss.422(b)(6).

III. ADMINISTRATION

         A. The Committee. The Committee shall be vested with full authority to
make such rules and regulations as it deems necessary or desirable to administer
the Plan and to interpret the provisions of the Plan, unless otherwise
determined by the Board. Accordingly, the Committee shall have full power to
grant ISOs and NQSOs to delegate administrative responsibilities and to perform
all other acts it believes to be reasonable and proper.

         B. Discretion of the Committee. Subject to the provisions of the Plan,
the determination of those eligible to receive ISOs and/or NQSOs, and the
amount, type and timing of each ISO and NQSO and the terms and conditions of the
respective Option Documents (as hereinafter defined) shall rest in the sole
discretion of the Committee.

         C. Interpretation of the Plan. The Board, or the Committee, may correct
any defect, supply any omission or reconcile any inconsistency in the Plan, or
in any granted ISO or NQSO, in the manner and to the extent it shall deem
necessary to carry the Plan into effect.

         D. Decisions of the Committee. Any decision made, or action taken, by
the Committee arising out of or in connection with the interpretation and
administration of the Plan shall be final and conclusive, unless otherwise
determined by the Board.

         E. Exchange of Option. The Committee may, in its sole discretion, grant
to an Optionee in exchange for surrender and cancellation of an outstanding ISO
or NQSO, an ISO or NQSO (the "Replacement Option") providing for the purchase of
not more than the number of shares of Common Stock so surrendered and canceled
and having an exercise price equal to at least the Fair Market Value of the
shares on the date of grant of the Replacement Option and containing such other
terms and conditions as the Committee may prescribe.

IV. SHARES SUBJECT TO THE PLAN

         The total number of shares of Common Stock available for grants of ISOs
and/or NQSOs under the Plan shall be three million (3,000,000), subject to
adjustment in accordance with Section VII of the Plan, which shares may be
either authorized but unissued or reacquired shares of Common Stock. If an ISO
or an NQSO or any portion thereof shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares covered by such
ISO or NQSO shall be available for future grant.

V. ELIGIBILITY

         Consistent with the Plan's purpose, ISOs and/or NQSOs may be granted to
the Corporation's employees (including officers of the Corporation) who are
performing or have been engaged to perform services of special importance to the
management, operation or development of the Corporation and to any member of the
Board; provided, however, that ISOs may only be granted to employees of the
Corporation.

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VI. STOCK OPTION TERMS AND CONDITIONS

         All ISOs and NQSOs granted under the Plan shall be evidenced by written
documents (the "Option Documents") in such form as the Committee shall from time
to time approve. The Option Documents and each ISO and/or NQSO shall comply with
and be subject to the following terms and conditions and such other terms and
conditions which the Committee shall from time to time require that are not
inconsistent with the terms of the Plan including, but not limited to, the
following provisions:

         A. Price. Each Option Document shall state the price at which ISOs
and/or NQSOs may be purchased (the "Option Price"). The Option Price per share
for any Optionee shall not be less than one hundred percent (100%) of the Fair
Market Value of a share of Common Stock on the date of grant; provided, however,
that the Option Price per share for an ISO granted to an Optionee who is a Ten
Percent Share Owner shall not be less than one hundred ten percent (110%) of the
Fair Market Value of a share of Common Stock on the date of grant. The Option
Price shall be subject to adjustment only as provided in Section VII below.

         B. Period of the Grant. Each Option Document shall state the period
after which each ISO and/or NQSO expires, which periods shall not exceed ten
(10) years from the date of grant; provided, further, however, that an ISO that
is granted to an Optionee who is a Ten Percent Share Owner shall expire no later
than five (5) years from the date such ISO is granted.

         C. Time of Exercise. Each Option Document shall state the date on which
each ISO and/or NQSO may be exercised, except that no ISO or NQSO may be
exercised prior to the three hundred sixty-sixth (366th) day after such ISO or
NQSO was granted. The Committee may establish installment exercise terms for an
ISO or NQSO such that the option becomes fully exercisable in a series of
cumulating portions. The Committee may also accelerate the exercise of any ISO
or NQSO, at its discretion.

         D. Exercise.

            (1) An ISO or NQSO, or any portion thereof, shall be exercised by
delivery of a written notice of exercise to the Corporation and payment of the
full price of the shares being acquired pursuant to such exercise. Until the
shares of Common Stock subject to an ISO or NQSO are issued to an Optionee, he
or she shall have none of the rights of a shareholder.

            (2) Unless the shares to be purchased under an ISO or NQSO are
covered by a then current registration statement under the Securities Act of
1933, as amended ("Act"), each written notice of exercise shall contain the
Optionee's acknowledgment in such form and substance satisfactory to the
Corporation that:

                (i) such shares are being purchased for investment and not
distribution or resale, (other than a distribution or resale which in the
opinion of counsel satisfactory to the Corporation, may be made without
violating the registration provisions of the Act); and

                (ii) the Optionee has been advised and understands that the
shares purchased pursuant to such ISO or NQSO have not been registered under the
Act, are "restricted securities" within the meaning of Rule 144 under the Act
and are subject to restrictions on transfer, and that the Corporation is under
no obligation to register the shares purchased pursuant to an ISO or NQSO under
the Act or to take any action which would make available to the Optionee any
exemption from such registration.

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         E. Payment. The Option Price of an exercised ISO or NQSO, or portion
thereof, may be paid:

            (1) in United States dollars in cash or by check, bank draft or
money order payable to the order of the Corporation;

            (2) at the discretion of the Committee, through the delivery of
shares of Common Stock, with an aggregate Fair Market Value equal to the Option
Price, provided such tendered shares have been owned by the Optionee for at
least one (l) year prior to such exercise; or

            (3) by combination of both (1) and (2) above.

         In addition at the request of an Optionee and to the extent permitted
by applicable law, the Corporation may, in its sole discretion, selectively
approve arrangements with a brokerage firm under which such brokerage firm, on
behalf of the Optionee, shall pay to the Corporation the Option Price of the
ISOs and/or NQSOs being exercised, and the Corporation, pursuant to an
irrevocable notice from the Optionee, shall promptly deliver the shares of
Common Stock being purchased to such brokerage firm, or make such other
arrangement for the payment of the Option Price as the Committee may deem
appropriate, at its discretion, from time to time.

         F. Termination of Employment or Service. Except to the extent otherwise
provided in an Option Document, in the event an Optionee ceases to be employed
by the Corporation or ceases to serve as a member of the Board while he or she
is holding one or more ISOs and/or NQSOs, each such ISO or NQSO held shall
expire at the earlier of the expiration of the term of such ISO or NQSO or the
following:

            (1) up to three (3) months after termination due to discharge
without cause, retirement or death;

            (2) the date which is one (1) year after termination due to
permanent and total disability within the meaning of Code ss.22(e)(3), as
determined by the Committee;

            (3) unless the Committee shall determine otherwise, if due to any
other reasons, the date which is coincident with the date of termination.

Notwithstanding the foregoing, except to the extent specifically provided in the
Option Document, any portion of an ISO or NQSO that is not exercisable as of the
date that is immediately prior to the date of the Optionee's termination of
employment or service, shall expire immediately as of the date of the Optionee's
termination of employment or service and shall not thereafter be subject to
exercise.

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         G. Effect of Leaves of Absence. For the purposes of this section, it
shall not be considered a termination of employment or service when an Optionee
is placed by the Corporation on military leave, sick leave or such other type of
leave of absence that is considered as continuing intact the Optionee's
employment or service relationship; provided, however, for purposes of the Plan
and the ISOs and NQSOs granted hereunder, in the case of such leave of absence,
an employment relationship shall be deemed to continue until the later of the
date when such leave equals ninety (90) days or the date when the Optionee's
right to re-employment with the Corporation shall no longer be guaranteed either
by statute or contract.

         H. Aggregate Fair Market Value Limitation. Each Option Document shall
state the number of shares to which each ISO or NQSO pertains. With respect to
ISOs, the aggregate Fair Market Value (determined at the time the ISO is
granted) of shares of Common Stock with respect to which ISOs are exercisable
for the first time by an Optionee during any calendar year (including all ISOs
granted under the Plan and any other incentive stock option plan of the
Corporation) shall not exceed one hundred thousand dollars ($100,000).

         I. Premature Disposition. The Option Documents shall provide that any
Optionee who disposes of shares of Common Stock acquired on the exercise of an
ISO by sale or exchange either within two (2) years after the date of the grant
of the ISO under which the stock was acquired or within one (1) year after the
acquisition of such shares, shall notify the Corporation of such disposition and
of the amount realized upon such disposition.

         J. Other Provisions. The Option Documents shall contain such other
provisions, including, without limitation, restrictions upon the exercise of the
ISO or NQSO, as the Committee shall deem advisable or appropriate, and the
Committee shall have the right to amend the Option Documents as the Committee
shall determine is necessary or appropriate to effect the purposes of this Plan,
subject to the consent of the Optionee where such amendment would cause an ISO
to become a NQSO or would otherwise be unfavorable to the Optionee.

         K. Annual Grants. Notwithstanding anything contained herein to the
contrary, no person shall receive Options during any one calendar year for more
than 500,000 shares of Common Stock, subject to adjustment in accordance with
Section VII of the Plan.

VII. ADJUSTMENTS

         A. Share Adjustments.

            (1) In the event that the shares of Common Stock of the Corporation,
as presently constituted, shall be changed into or exchanged for a different
number or kind of shares of stock or other securities of the Corporation or of
another corporation (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares or
otherwise) or if the number of such shares of Common Stock shall be increased
through the payment of a stock dividend, then, subject to the provisions of
Paragraph C below, there shall be substituted for or added to each share of
Common Stock of the Corporation which was theretofore appropriated, or which
thereafter may become subject to either an ISO or NQSO under the Plan, the
number and kind of shares of stock or other securities into which each
outstanding share of the Common Stock of the Corporation shall be so changed or
for which each such share shall be exchanged or to which each such share shall
be entitled, as the case may be. Outstanding ISOs and NQSOs shall also be
appropriately amended as to price and other terms, as may be necessary to
reflect the foregoing events.

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            (2) If there shall be any other change in the number or kind of the
outstanding shares of the Common Stock of the Corporation, or of any stock or
other securities into which such stock shall have been changed, or for which it
shall have been exchanged, and if a majority of the disinterested members of the
Board shall, in their sole discretion, determine that such change equitably
requires an adjustment in any ISO or NQSO which was theretofore granted or which
may thereafter be granted under the Plan, then such adjustment shall be made in
accordance with such determination.

            (3) The grant of an ISO or NQSO pursuant to the Plan shall not
affect in any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge, to consolidate, to dissolve, to liquidate or to sell or
transfer all or any part of its business or assets.

         B. Corporate Changes.

         Except as the Committee may otherwise provide in an Option Document in
connection with the initial grant of an Option (or as may otherwise be agreed in
writing by the Corporation and an Optionee subsequent to the initial grant of an
Option):

            (1) A dissolution or liquidation of the Corporation shall cause each
outstanding ISO or NQSO to terminate.

            (2) In the event of a merger or consolidation in which the
Corporation is not the surviving corporation, each outstanding ISO and NQSO
shall terminate.

         C. Fractional Shares. Fractional shares resulting from any adjustment
pursuant to this Section VII may be settled as the Board or the Committee (as
the case may be) shall determine.

         D. Binding Determination. To the extent that the foregoing adjustments
relate to Common Stock or securities of the Corporation, such adjustments shall
be made by the Committee, whose determination in that respect shall be final,
binding and conclusive. Notice of any adjustment shall be given by the
Corporation to each holder of an ISO or NQSO which shall have been so adjusted.

         E. Reimbursement of the Corporation. Subject to the provisions of
Paragraph F, the Corporation will require that an Optionee or any other person
or entity receiving Common Stock upon exercise of an Option, as a condition of
the exercise of such ISO or NQSO, pay or reimburse any taxes which the
Corporation is required to withhold in connection with the exercise of such ISO
or NQSO. In addition, the Corporation shall be entitled to take any other action
or actions it deems to be necessary or appropriate in connection with its
withholding obligations arising out of any ISO or NQSO pursuant to applicable
federal, state, or local tax withholding rules or regulations.

         F. Payment by Optionee. An Optionee may, subject to the consent of the
Committee, satisfy the withholding obligation described in Paragraph E, in whole
or in part, by electing to have the Corporation withhold shares of Common Stock
(otherwise issuable upon the exercise of an ISO or NQSO) having a Fair Market
Value equal to the amount required to be withheld. An election by an Optionee to
have shares withheld for this purpose shall be subject to the following
restrictions:

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            (1) it shall be irrevocable;

            (2) it shall be subject to disapproval by the Committee;

            (3) if the Optionee is an officer of the Corporation within the
meaning of Section 16 of the Securities Exchange Act of 1934 (an "Officer"),
such election may not be made within six months of the grant of the Option
(except that this restriction shall not apply in the event of the death or
disability of the Optionee prior to the expiration of the six-month period);

            (4) if the Optionee is an Officer, such election must be made either
at least six (6) months prior to the Tax Date or in the ten-day "window period"
beginning on the third day following the release of the Corporation's quarterly
or annual summary statement of revenues and earnings; and

            (5) where the Tax Date of an Officer is deferred up to six (6)
months after the exercise of an Option, the full number of Option shares will be
issued or transferred upon exercise, but shall be unconditionally obligated to
tender back to the Corporation the proper number of shares of Common Stock on
the Tax Date.

VIII. LISTING AND REGISTRATION OF SHARES

         A. Restriction on Exercise of Options. No ISO or NQSO granted pursuant
to the Plan shall be exercisable in whole or in part if at any time the Board
shall determine in its discretion that the listing, registration or
qualification of the shares of Common Stock subject to such ISO or NQSO on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition of,
or in connection with, the granting of such ISO or NQSO or the issue of shares
thereunder, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board.

         B. Legend. If a registration statement under the Securities Act with
respect to the shares issuable upon exercise of any ISO or NQSO granted under
the Plan is not in effect at the time of exercise, as a condition of the
issuance of the shares, the person exercising such ISO or NQSO shall give the
Committee a written statement, satisfactory in form and substance to the
Committee, that such person is acquiring the shares for such person's own
account for investment and not with a view to distribution. The Corporation may
place upon any stock certificate for shares issuable upon exercise of such ISO
or NQSO the following legend or such other legend as the Committee may prescribe
to prevent disposition of the shares in violation of the Act or other applicable
law:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933 ('ACT') AND MAY
                  NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR
                  OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
                  STATEMENT WITH RESPECT TO THEM UNDER THE ACT OR A WRITTEN
                  OPINION OF COUNSEL FOR THE CORPORATION THAT REGISTRATION IS
                  NOT REQUIRED."

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IX. AMENDMENT AND TERMINATION OF PLAN

         A. Amendment. The Board, without further approval of the shareholders,
may at any time, and from time to time, suspend or terminate the Plan, in whole
or in part, or amend if from time to time, in such respects as the Board may
deem appropriate and in the best interests of the Corporation; provided,
however, that no such amendment shall be made, that would, without approval of
the Corporation's shareholders within twelve months before or after such action
in the manner required by state law:

            (1) materially increase the benefits accruing to an Optionee under
the Plan;

            (2) except as is provided for in accordance with Section VII under
the Plan, increase the maximum number of shares of Common Stock that may be
issued under the Plan or that may be subject to Options granted to any
individual employee during any one calendar year;

            (3) change the class of persons eligible to receive an ISO or
otherwise materially modify the requirements as to eligibility for participation
in the Plan;

            (4) reduce the minimum Option Price per share;

            (5) extend the period of granting ISOs; or

            (6) otherwise require the approval of shareholders in order to
maintain the exemption available under Rule 16b-3 (or any similar rule) under
the Securities Exchange Act of 1934 or in order for the Corporation to remain in
compliance with any rule or regulation of any securities exchange on which the
Corporation's equity securities are listed.

         B. Anti-Cutback. No amendment, suspension or termination of this Plan
shall in any manner affect any ISO or NQSO heretofore granted under the Plan,
without the consent of the Optionee or any person or entity validly claiming
under or through the Optionee.

         C. Required Changes. The Board may amend the Plan, subject to the
limitations cited above, in such manner that it deems necessary to permit the
granting of ISOs meeting the requirements of future amendments or issued
regulations, if any, to the Code.

X. GOVERNMENT AND OTHER REGULATIONS

         The obligation of the Corporation to issue, or transfer and deliver
shares of Common Stock to Optionees pursuant to the exercise of ISOs or NQSOs
granted under the Plan shall be subject to all applicable laws, regulations,
rules, orders and approval that shall then be in effect and required by
governmental entities and the NASDAQ National Market and/or the stock exchanges,
if any, on which the Corporation's Common Stock is traded.

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XI. MISCELLANEOUS PROVISIONS

         A. No Right to Continued Employment or Service. No person shall have
any claim or right to be granted an ISO or NQSO under the Plan, and neither the
grant of an ISO nor an NQSO hereunder shall be construed as giving an Optionee
the right to be retained in the employ of the Corporation. Further, the
Corporation expressly reserves the right at any time to dismiss an Optionee who
is an employee of the Corporation with or without cause, free from any
liability, or any claim under the Plan, except as specifically provided under
the Plan or in an ISO or NQSO granted prior to the termination of employment or
service which right to exercise such ISO or NQSO, if any, shall be limited in
accordance with the terms of the Plan and the applicable Option Documents.

         B. Non-Transferability. Except by will or the laws of descent and
distribution, no right or interest in any ISO or NQSO shall be assignable or
transferable, and no right or interest of any Optionee in any ISO or NQSO shall
be liable for, or subject to, any obligation or liability of such Optionee.

         C. Plan Expenses. Any expenses of administering the Plan shall be borne
by the Corporation.

         D. Use of Exercise Proceeds. The payment received from Optionees from
the exercise of ISOs and NQSOs under the Plan shall be used for the general
corporate purposes of the Corporation.

         E. Construction of Plan. The place of administration of the Plan shall
be in the Commonwealth of Pennsylvania, and the validity, construction,
interpretation, administration and effect of the Plan and its rules and
regulations, any rights relating to the Plans shall be determined solely in
accordance with he laws of the Commonwealth of Pennsylvania, when not otherwise
governed by applicable federal law.

         F. Interpretation. As may be appropriate, pronouns used in the Plan
shall be read and construed to refer to the masculine, feminine or neuter.
Likewise, words in the singular shall be read and construed to refer to the
plural.

         G. Indemnification. In addition to such rights of indemnification as
they may have as members of the Board, or the Committee, and only to the extent
that costs and expenses are not recovered under an insurance contract protecting
them with respect to any legal action described in this Paragraph G, the members
of the Committee shall be indemnified by the Corporation against all costs and
expenses reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be a party by reason of any action
take or failure to act under or in connection with the Plan or any ISO granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except a judgment based upon a finding of gross negligence,
recklessness, fraudulent or criminal acts, willful misconduct or bad faith;
provided that upon the institution of any such action, suit or proceeding, a
Committee member shall, in writing, give the Corporation notice thereof and an
opportunity, at its own expense, to handle and defend such action before such
Committee member undertakes to handle and defend it on his/her own behalf.

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XII. TERM OF PLAN AND EFFECTIVE DATES

         The Plan, as amended and restated herein, is effective January 1, 2002,
subject to the approval of the Plan within one year after such date by the
shareholders in the manner required by state law.

         If the shareholders shall not approve this Plan (as amended and
restated), the Plan shall remain in full force and effect as it was in effect
prior to this amendment and restatement, and any and all actions taken under the
Plan shall, to the extent inconsistent with the Plan, as it was in effect
without regard to this amendment and restatement, be null and void or shall, if
necessary, be deemed to have been fully rescinded.

         The Plan shall continue until it is terminated by the Board; provided,
however, that no ISOs shall be as awarded under the Plan after December 31,
2011.



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