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                                                                    EXHIBIT 10.2
 
                               VISIO CORPORATION

                   1995 LONG-TERM INCENTIVE COMPENSATION PLAN
                  As Amended and Restated on January 22, 1997


                              SECTION 1.  PURPOSE

     The purpose of the Visio Corporation 1995 Incentive Compensation Plan (the
"Plan") is to enhance the long-term profitability and shareholder value of Visio
Corporation, a Washington corporation (the "Company"), by offering incentives
and rewards to those employees, consultants and agents of the Company and its
Subsidiaries (as defined in Section 2.26) who are key to the Company's growth
and success, and to encourage them to remain in the service of the Company and
its Subsidiaries and to acquire and maintain stock ownership in the Company.

                            SECTION 2.  DEFINITIONS

     For purposes of the Plan, the following terms shall be defined as set forth
below.  All references to "sections" shall be to the sections of the Plan.

     2.1  "Award" means an award or grant made to a Participant pursuant to the
Plan, including, without limitation, awards or grants of Options, Stock
Appreciation Rights, Stock Awards, Performance Awards, Other Stock-Based Awards
or any combination of the foregoing.

     2.2  "Board" means the Board of Directors of the Company.

     2.3  "Cause" means dishonesty, fraud, misconduct, unauthorized use or
disclosure of confidential information or trade secrets, or conviction or
confession of a crime punishable by law (except minor violations), in each case
as determined by the Plan Administrator, and its determination shall be
conclusive and binding.

     2.4  "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

     2.5  "Common Stock" means the common stock, par value $.01 per share, of
the Company.

     2.6  "Corporate Transaction" means any of the following events:

          (a) Approval by the holders of the Common Stock of any merger or
consolidation of the Company in which the Company is not the continuing or
surviving corporation or pursuant to which shares of the Common Stock are
converted into cash, securities or other property, other than a merger of the
Company in which the holders of the Common Stock immediately prior to the merger
have substantially the same proportionate ownership of common stock of the
surviving corporation immediately after the merger;

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          (b) Approval by the holders of the Common Stock of any sale, lease,
exchange or other transfer in one transaction or a series of related
transactions of all or substantially all of the Company's assets other than a
transfer of the Company's assets to a majority-owned subsidiary (as the term
"subsidiary" is defined in Section 8.3) of the Company; or

          (c) Approval by the holders of the Common Stock of any plan or
proposal for the liquidation or dissolution of the Company.

     2.7  "Disability" means a mental or physical impairment of the Holder that
is expected to result in death or that has lasted or is expected to last for a
continuous period of 12 months or more and that causes the Holder to be unable,
in the opinion of the Company and two independent physicians, to perform his or
her duties for the Company and to be engaged in any substantial gainful
activity.  Disability shall be deemed to have occurred on the first day after
the Company and the two independent physicians have furnished their opinion of
disability to the Plan Administrator.

     2.8  "Early Retirement" means retirement as that term is defined by the
Plan Administrator from time to time for purposes of the Plan.

     2.9  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     2.10 "Fair Market Value" means the average of the high and low per share
trading prices for the Common Stock as reported by the Nasdaq National Market
for a single trading day.

     2.11 "Good Reason" means the occurrence of any of the following events or
conditions:

          (a) a change in the Holder's status, title, position or
responsibilities (including reporting responsibilities) that, in the Holder's
reasonable judgment, represents a substantial reduction of the status, title,
position or responsibilities as in effect immediately prior thereto; the
assignment to the Holder of any duties or responsibilities that, in the Holder's
reasonable judgment, are inconsistent with such status, title, position or
responsibilities; or any removal of the Holder from or failure to reappoint or
reelect the Holder to any of such positions, except in connection with the
termination of the Holder's employment for Cause, for Disability or as a result
of his or her death, or by the Holder other than for Good Reason;

          (b) a reduction in the Holder's annual base salary;

          (c) the Successor Corporation's requiring the Holder (without the
Holder's consent) to be based at any place outside a 35-mile radius of his or
her place of employment prior to a Corporate Transaction, except for reasonably
required travel on Successor Corporation business that is not materially greater
than such travel requirements prior to the Corporate Transaction;

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           (d) the Successor Corporation's failure to (i) continue in effect any
material compensation or benefit plan (or the substantial equivalent thereof) in
which the Holder was participating at the time of a Corporate Transaction,
including, but not limited to, the Plan, or (ii) provide the Holder with
compensation and benefits at least equal (in terms of benefit levels and/or
reward opportunities) to those provided for under each employee benefit plan,
program and practice as in effect immediately prior to the Corporate Transaction
(or as in effect following the Corporate Transaction, if greater);

           (e) any material breach by the Successor Corporation of any provision
of the Plan; or

           (f) any purported termination of the Holder's employment or service
for Cause by the Successor Corporation that does not comply with the terms of
the Plan.

     2.12  "Grant Date" means (i) the date on which the Plan Administrator
adopted the resolution granting an Award; (ii) a date following the date on
which the Plan Administrator adopted the resolution, which is designated as the
date an Award is granted; or (iii) if a Pricing Period is used, the last day of
the Pricing Period."

     2.13  "Holder" means the Participant to whom an Award is granted, or, for a
Holder who has died, the personal representative of the Holder's estate, the
person(s) to whom the Holder's rights under the Award have passed by will or the
applicable laws of descent and distribution or the beneficiary designated
pursuant to Section 14.

     2.14  "Incentive Stock Option" means an option to purchase Common Stock
granted under Section 7 of the Plan with the intention that it qualify as an
"incentive stock option" as that term is defined in Section 422 of the Code.

     2.15  "Nonqualified Stock Option" means an Option to purchase Common Stock
granted under Section 7 of the Plan other than an Incentive Stock Option.

     2.16  "Option" means the right to purchase Common Stock granted under
Section 7 of the Plan.

     2.17  "Other Stock-Based Award" means an Award granted under Section 12 of
the Plan.

     2.18  "Participant" means an individual who is a Holder of an Award or, as
the context may require, any employee, consultant or agent of the Company or a
Subsidiary who has been designated by the Plan Administrator as eligible to
participate in the Plan.

     2.19  "Performance Award" means an Award granted under Section 11 of the
Plan the payout of which is subject to achievement through a performance period
of performance goals prescribed by the Plan Administrator.

     2.20  "Plan Administrator" means any committee of the Board designated to
administer the Plan under Section 3.1 of the Plan.

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     2.21  "Pricing Period" means the period beginning 15 consecutive trading
days preceding and ending 15 consecutive trading days following the date
designated in a resolution of the Plan Administrator as the date an Award is
granted or, if the Plan Administrator does not designate such a date in the
resolution, the date on which the Plan Administrator adopted the resolution."

     2.22  "Restricted Stock" means shares of Common Stock granted under Section
10 of the Plan the rights of ownership of which are subject to restrictions
prescribed by the Plan Administrator.

     2.23  "Retirement" means retirement as of the individual's normal
retirement date under the Company's Profit Sharing and Savings Plan or other
similar successor plan applicable to salaried employees.

     2.24  "Stock Appreciation Right" means an Award granted under Section 9 of
the Plan.

     2.25  "Stock Award" means an Award granted under Section 10 of the Plan.

     2.26  "Subsidiary," except as provided in Section 8.3 in connection with
Incentive Stock Options, means any entity that is directly or indirectly
controlled by the Company or in which the Company has a significant ownership
interest, as determined by the Plan Administrator, and any entity that may
become a direct or indirect parent of the Company.

     2.27  "Successor Corporation" has the meaning set forth in Section 15.2 of
the Plan.

                           SECTION 3.  ADMINISTRATION

3.1  Plan Administrator

     The Plan shall be administered by a committee or committees (which term
includes subcommittees) appointed by, and consisting of one or more members of,
the Board.  If and so long as the Company's Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, the Board shall consider, in
selecting the Plan Administrator and the membership of any committee acting as
Plan Administrator of this Plan with respect to any persons subject or likely to
become subject to Section 16 under the Exchange Act, the provisions regarding
(a) "outside directors," as contemplated by Section 162(m) of the Code, and (b)
"nonemployee directors," as contemplated by Rule 16b-3 under the Exchange Act.
The Board may delegate the responsibility for administering the Plan with
respect to designated classes of eligible Participants to different committees,
subject to such limitations as the Board deems appropriate.  Committee members
shall serve for such term as the Board may determine, subject to removal by the
Board at any time.

3.2  Administration and Interpretation by the Plan Administrator

     Except for the terms and conditions explicitly set forth in the Plan, the
Plan Administrator shall have exclusive authority, in its discretion, to
determine all matters relating to Awards under 

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the Plan, including the selection of individuals to be granted Awards, the type
of Awards, the number of shares of Common Stock subject to an Award, all terms,
conditions, restrictions and limitations, if any, of an Award and the terms of
any instrument that evidences the Award. The Plan Administrator shall also have
exclusive authority to interpret the Plan and may from time to time adopt, and
change, rules and regulations of general application for the Plan's
administration. The Plan Administrator's interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, shall be conclusive and binding on all
parties involved or affected. The Plan Administrator may delegate administrative
duties to such of the Company's officers as it so determines.

                     SECTION 4.  STOCK SUBJECT TO THE PLAN

4.1  Authorized Number of Shares

     Subject to adjustment from time to time as provided in Section 15.1 of the
Plan, a maximum of 2,540,000 shares of Common Stock shall be available for
issuance under the Plan, except that any shares of Common Stock that, as of the
date the Company becomes subject to the reporting requirements of the Exchange
Act, are available for issuance under the Company's 1990 Stock Option Plan
adopted by the Company's shareholders on November 26, 1990 (or that thereafter
become available for issuance under that plan in accordance with its terms as in
effect on such date) and that are not issued under that plan shall be added to
the aggregate number of shares available for issuance under the Plan.  Shares
issued under the Plan shall be drawn from authorized and unissued shares or
shares now held or subsequently acquired by the Company as treasury shares.

4.2  Limitations

     (a) Subject to adjustment from time to time as provided in Section 15.1,
not more than an aggregate of 420,000 shares shall be available for issuance
pursuant to grants of Stock Awards, Performance Awards or Other Stock-Based
Awards under the Plan.

     (b) Subject to adjustment from time to time as provided in Section 15.1,
not more than 150,000 shares of Common Stock may be made subject to Awards under
the Plan to any individual Participant in the aggregate in any one fiscal year
of the Company, except that the Company may make additional one-time grants of
up to 400,000 shares to newly hired Participants, such limitation to be applied
in a manner consistent with the requirements of, and only to the extent required
for compliance with, the exclusion from the limitation on deductibility of
compensation under Section 162(m) of the Code.

4.3  Reuse of Shares

     Any shares of Common Stock that have been made subject to an Award that
cease to be subject to the Award (other than by reason of exercise or payment of
the Award to the extent it is exercised for or settled in shares), including,
without limitation, in connection with the cancellation of an Award and the
grant of a replacement Award, shall again be available for issuance in
connection with future grants of Awards under the Plan; provided, however, that
for 

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purposes of Section 4.2, any such shares shall be counted in accordance with the
requirements of Section 162(m) of the Code. Shares that are subject to tandem
Awards shall be counted only once.

                            SECTION 5.  ELIGIBILITY

     Awards may be granted under the Plan to those officers, directors and key
employees of the Company and its Subsidiaries as the Plan Administrator from
time to time selects; provided that directors who are not also employees may not
be awarded Incentive Stock Options.  Awards may also be made to consultants and
agents who provide services to the Company and its Subsidiaries.

                               SECTION 6.  AWARDS

6.1  Form and Grant of Awards

     The Plan Administrator shall have the authority, in its sole discretion, to
determine the type or types of Awards to be made under the Plan.  Such Awards
may include, but are not limited to, Incentive Stock Options, Nonqualified Stock
Options, Stock Appreciation Rights, Stock Awards, Performance Awards and Other
Stock-Based Awards.  Awards may be granted singly, in combination or in tandem
so that the settlement or payment of one automatically reduces or cancels the
other.  Awards may also be made in combination or in tandem with, in replacement
of, as alternatives to, or as the payment form for, grants or rights under any
other employee or compensation plan of the Company.

6.2  Acquired Company Awards

     Notwithstanding anything in the Plan to the contrary, the Plan
Administrator may grant Awards under the Plan in substitution for awards issued
under other plans, or assume under the Plan awards issued under other plans, if
the other plans are or were plans of other entities ("Acquired Entities") (or
the parent of the Acquired Entity) and the new Award is substituted, or the old
award is assumed, by reason of a merger, consolidation, acquisition of property
or of stock, reorganization or liquidation (the "Acquisition Transaction").  In
the event that a written agreement pursuant to which the Acquisition Transaction
is completed is approved by the Board and said agreement sets forth the terms
and conditions of the substitution for or assumption of outstanding awards of
the Acquired Entity, said terms and conditions shall be deemed to be the action
of the Plan Administrator without any further action by the Plan Administrator,
except as may be required for compliance with Rule 16b-3 under the Exchange Act,
and the persons holding such Awards shall be deemed to be Participants and
Holders.

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                         SECTION 7.  AWARDS OF OPTIONS

7.1  Grant of Options

     The Plan Administrator is authorized under the Plan, in its sole
discretion, to issue Options as Incentive Stock Options or as Nonqualified Stock
Options, which shall be appropriately designated.

7.2  Option Exercise Price

     Subject to Section 6.2, the exercise price for shares purchased under an
Option shall be as determined by the Plan Administrator, but shall not be less
than 100% of the Fair Market Value of the Common Stock on the Grant Date with
respect to Incentive Stock Options.  With respect to Nonqualified Stock Options,
the exercise price may be based on the lowest price at which shares of Common
Stock are traded (as reported by the Nasdaq National Market) during the Pricing
Period.  However, the exercise price for Nonqualified Stock Options shall not in
any event be less than 85% of the Fair Market Value of the Common Stock on the
date on which the Plan Administrator adopted the resolution granting the Option.

7.3  Term of Options

     The term of each Option shall be as established by the Plan Administrator
or, if not so established, shall be 10 years from the Grant Date.

7.4  Exercise of Options

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option the time at which or the installments in which the
Option shall become exercisable, which provisions may be waived or modified by
the Plan Administrator at any time.

     To the extent that the right to purchase shares has accrued thereunder, an
Option may be exercised from time to time by written notice to the Company, in
accordance with procedures established by the Plan Administrator, setting forth
the number of shares with respect to which the Option is being exercised and
accompanied by payment in full as described in Section 7.5 of the Plan.  In no
case may an Option be exercised as to less than 100 shares at any one time (or
the lesser number of remaining shares covered by the Option).

7.5  Payment of Exercise Price

     The exercise price for shares purchased under an Option shall be paid in
full to the Company by delivery of consideration equal to the product of the
Option exercise price and the number of shares purchased.  Such consideration
must be paid in cash, bank certified or cashier's check or personal check
(unless at the time of exercise the Plan Administrator in a particular case
determines not to accept a personal check) for the Common Stock being purchased.

     The Plan Administrator can determine either at the time the Option is
granted or at any time before exercise that additional forms of payment will be
permitted.  To the extent permitted 

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by applicable laws and regulations (including, but not limited to, federal tax
and securities laws and regulations and state corporate law), and unless the
Plan Administrator determines otherwise, an Option may also be exercised, either
singly or in combination with one or more of the alternative forms of payment
authorized by this Section 7.5, by:

     (a) tendering (either actually or by attestation) shares of Common Stock
already owned by the Holder for at least six months (or any shorter period
necessary to avoid a charge to the Company's earnings for financial reporting
purposes) having a Fair Market Value on the day prior to the exercise date equal
to the aggregate Option exercise price; or (b) delivery of a properly executed
exercise notice, together with irrevocable instructions, to (i) a brokerage firm
designated by the Company to deliver promptly to the Company the aggregate
amount of sale or loan proceeds to pay the Option exercise price and any
withholding tax obligations that may arise in connection with the exercise and
(ii) the Company to deliver the certificates for such purchased shares directly
to such brokerage firm, all in accordance with the regulations of the Federal
Reserve Board.  To the extent permitted by the Plan Administrator, the exercise
price for shares purchased under an option may also be paid, either singly or in
combination with one or more of the alternative forms of payment authorized by
this Section 7.5, by (y) a promissory note authorized pursuant to Section 13 of
the Plan; or (z) such other consideration as the Plan Administrator may permit.

7.6  Post-Termination Exercises

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option whether the Option will continue to be exercisable, and
the terms and conditions of such exercise, if a Holder ceases to be employed by,
or to provide services to, the Company or its Subsidiaries, which provisions may
be waived or modified by the Plan Administrator at any time.  If not so
established in the instrument evidencing the Option, the Option will be
exercisable according to the following terms and conditions, which may be waived
or modified by the Plan Administrator at any time.  If the Holder's relationship
with the Company or its Subsidiaries ceases for any reason, then the portion of
the Holder's option which is not exercisable at the time of such cessation shall
terminate immediately upon such cessation, unless the Plan Administrator
determines otherwise.  In case of termination of the Holder's employment or
services other than by reason of death or Cause, the Option shall be
exercisable, to the extent of the number of shares purchasable by the Holder at
the date of such termination, only:  (a) within three years if the termination
of the Holder's employment or services are coincident with Retirement, Early
Retirement at the Company's request or Disability or (b) within three months
after the date the Holder ceases to be an employee, consultant or agent of the
Company or a Subsidiary if termination of the Holder's employment or services is
for any reason other than Retirement, Early Retirement at the Company's request
or Disability, but in no event later than the remaining term of the Option.  Any
Option exercisable at the time of the Holder's death may be exercised, to the
extent of the number of shares purchasable by the Holder at the date of the
Holder's death, by the personal representative of the Holder's estate entitled
thereto at any time or from time to time within three years after the date of
death, but in no event later than the remaining term of the Option.  In case of
termination of the Holder's employment or services for 

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Cause, the Option shall automatically terminate upon first notification to the
Holder of such termination, unless the Plan Administrator determines otherwise.

     If a Holder's employment or services with the Company are suspended pending
an investigation of whether the Holder shall be terminated for Cause, all of the
Holder's rights under any Option likewise shall be suspended during the period
of investigation.  A transfer of employment or services between or among the
Company and its Subsidiaries shall not be considered a termination of employment
or services.  Unless the Plan Administrator determines otherwise, a leave of
absence approved in accordance with Company procedures shall not be considered a
termination of employment or services, except that with respect to Incentive
Stock Options such leave of absence shall be subject to any requirements of
Section 422 of the Code.

                 SECTION 8.  INCENTIVE STOCK OPTION LIMITATIONS

     To the extent required by Section 422 of the Code, Incentive Stock Options
shall be subject to the following additional terms and conditions:

8.1  Dollar Limitation

     To the extent the aggregate Fair Market Value (determined as of the Grant
Date) of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time during any calendar year (under the Plan and all
other stock option plans of the Company) exceeds $100,000, such portion in
excess of $100,000 shall be treated as a Nonqualified Stock Option.  In the
event the Participant holds two or more such Options that become exercisable for
the first time in the same calendar year, such limitation shall be applied on
the basis of the order in which such Options are granted.

8.2  10% Shareholders

     If a Participant owns more than 10% of the total voting power of all
classes of the Company's stock, then the exercise price per share of an
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the Grant Date and the Option term shall not exceed five
years.

8.3  Eligible Employees

     Individuals who are not employees of the Company or one of its parent
corporations or subsidiary corporations may not be granted Incentive Stock
Options.  For purposes of this Section 8.3, "parent corporation" and "subsidiary
corporation" shall have the meanings attributed to those terms for purposes of
Section 422 of the Code.

8.4  Term

     The term of an Incentive Stock Option shall not exceed 10 years.

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8.5  Exercisability

     An Option designated as an Incentive Stock Option must be exercised within
three months after termination of employment for reasons other than death to
qualify for Incentive Stock Option tax treatment, except that in the case of
termination of employment due to Disability, such Option must be exercised
within one year after such termination.

                     SECTION 9.  STOCK APPRECIATION RIGHTS

9.1  Grant of Stock Appreciation Rights

     The Plan Administrator may grant a Stock Appreciation Right separately or
in tandem with a related Option.

9.2  Tandem Stock Appreciation Rights

     A Stock Appreciation Right granted in tandem with a related Option will
give the Holder the right to surrender to the Company all or a portion of the
related Option and to receive an appreciation distribution (in shares of Common
Stock or cash or any combination of shares and cash, as the Plan Administrator
shall determine at any time) in an amount equal to the excess of the Fair Market
Value on the date the Stock Appreciation Right is exercised over the exercise
price per share of the right, which shall be the same as the exercise price of
the related Option.  A tandem Stock Appreciation Right will have the same other
terms and provisions as the related Option.  Upon and to the extent a tandem
Stock Appreciation Right is exercised, the related Option will terminate.

9.3  Stand-Alone Stock Appreciation Rights

     A Stock Appreciation Right granted separately and not in tandem with an
Option will give the Holder the right to receive an appreciation distribution in
an amount equal to the excess of the Fair Market Value for the date the Stock
Appreciation Right is exercised over the exercise price per share of the right.
A stand-alone Stock Appreciation Right will have such terms as the Plan
Administrator may determine, except that the exercise price per share of the
right must be at least equal to 85% of the Fair Market Value on the date on
which the Plan Administrator adopted the resolution granting the Stock
Appreciation Right and the term of the right, if not otherwise established by
the Plan Administrator, shall be 10 years from the Grant Date.

9.4  Exercise of Stock Appreciation Rights

     Unless otherwise provided by the Plan Administrator in the instrument that
evidences the Stock Appreciation Right, the provisions of Section 7.6 of the
Plan relating to the termination of a Holder's employment or services shall
apply equally, to the extent applicable, to the Holder of a Stock Appreciation
Right.

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                           SECTION 10.  STOCK AWARDS

10.1  Grant of Stock Awards

      The Plan Administrator is authorized to make Awards of Common Stock to
Participants on such terms and conditions and subject to such restrictions, if
any (whether based on performance standards, periods of service or otherwise),
as the Plan Administrator shall determine, which terms, conditions and
restrictions shall be set forth in the instrument evidencing the Award.  The
terms, conditions and restrictions that the Plan Administrator shall have the
power to determine shall include, without limitation, the manner in which shares
subject to Stock Awards are held during the periods they are subject to
restrictions and the circumstances under which forfeiture of Restricted Stock
shall occur by reason of termination of the Holder's services.

10.2  Issuance of Shares

      Upon the satisfaction of any terms, conditions and restrictions prescribed
in respect to a Stock Award, or upon the Holder's release from any terms,
conditions and restrictions of a Stock Award, as determined by the Plan
Administrator, the Company shall deliver, as soon as practicable, to the Holder
or, in the case of the Holder's death, to the personal representative of the
Holder's estate or as the appropriate court directs, a stock certificate for the
appropriate number of shares of Common Stock.

10.3  Waiver of Restrictions

      Notwithstanding any other provisions of the Plan, the Plan Administrator
may, in its sole discretion, waive the forfeiture period and any other terms,
conditions or restrictions on any Restricted Stock under such circumstances and
subject to such terms and conditions as the Plan Administrator shall deem
appropriate.

                        SECTION 11.  PERFORMANCE AWARDS

11.1  Plan Administrator Authority

      Performance Awards may be denominated in cash, shares of Common Stock or
any combination thereof.  The Plan Administrator is authorized to grant
Performance Awards and shall determine the nature, length and starting date of
the performance period for each Performance Award and the performance objectives
to be used in valuing Performance Awards and determining the extent to which
such Performance Awards have been earned.  Performance objectives and other
terms may vary from Participant to Participant and between groups of
Participants.  Performance objectives shall be based on profits, profit growth,
profit-related return ratios, cash flow or total return to shareholders, whether
applicable to the Company or any relevant Subsidiary or business unit,
comparisons with competitor companies or groups and with stock market indices,
or any combination thereof, as the Plan Administrator shall determine, in its
sole discretion.  Additional performance measures may be used to the extent
their use would comply with the exclusion from the limitation on deductibility
of compensation under Section 162(m) of the Code.

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     Performance periods may overlap and Participants may participate
simultaneously with respect to Performance Awards that are subject to different
performance periods and different performance factors and criteria.  The Plan
Administrator shall determine for each Performance Award the range of dollar
values or number of shares of Common Stock (which may, but need not, be shares
of Restricted Stock pursuant to Section 10 of the Plan), or a combination
thereof, to be received by the Participant at the end of the performance period
if and to the extent that the relevant measures of performance for such
Performance Awards are met.  No Performance Awards having an aggregate maximum
dollar value in excess of $300,000 shall be granted to any individual
Participant in any one fiscal year of the Company, such limitations to be
applied in a manner consistent with the requirements of, and to the extent
required for compliance with, the exclusion from the limitation on deductibility
of compensation under Section 162(m) of the Code.

     The earned portion of a Performance Award may be paid currently or on a
deferred basis with such interest or earnings equivalent as may be determined by
the Plan Administrator.  Payment shall be made in the form of cash, whole shares
of Common Stock (which may, but need not, be shares of Restricted Stock pursuant
to Section 10 of the Plan), Options or any combination thereof, either in a
single payment or in annual installments, all as the Plan Administrator shall
determine.

11.2  Adjustment of Awards

      The Plan Administrator may adjust the performance goals and measurements
applicable to Performance Awards to take into account changes in law and
accounting and tax rules and to make such adjustments as the Plan Administrator
deems necessary or appropriate to reflect the inclusion or exclusion of the
impact of extraordinary or unusual items, events or circumstances, except that,
to the extent required for compliance with the exclusion from the limitation on
deductibility of compensation under Section 162(m) of the Code, no adjustment
shall be made that would result in an increase in the compensation of any
Participant whose compensation is subject to the limitation on deductibility
under Section 162(m) of the Code for the applicable year.  The Plan
Administrator also may adjust the performance goals and measurements applicable
to Performance Awards and thereby reduce the amount to be received by any
Participant pursuant to such Awards if and to the extent that the Plan
Administrator deems it appropriate.

11.3  Payout Upon Termination

      The Plan Administrator shall establish and set forth in each instrument
that evidences a Performance Award whether the Award will be payable, and the
terms and conditions of such payment, if a Holder ceases to be employed by, or
to provide services to, the Company or its Subsidiaries, which provisions may be
waived or modified by the Plan Administrator at any time.  If not so established
in the instrument evidencing the Performance Award, the Award will be payable
according to the following terms and conditions, which may be waived or modified
by the Plan Administrator at any time.  If during a performance period a
Participant's employment or services with the Company terminate by reason of the
Participant's Retirement, Early Retirement at the Company's request, Disability
or death, such Participant shall be entitled

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to a payment with respect to each outstanding Performance Award at the end of
the applicable performance period (a) based, to the extent relevant under the
terms of the Award, on the Participant's performance for the portion of such
performance period ending on the date of termination and (b) prorated for the
portion of the performance period during which the Participant was employed by
the Company, all as determined by the Plan Administrator. The Plan Administrator
may provide for an earlier payment in settlement of such Performance Award
discounted at a reasonable interest rate and otherwise in such amount and under
such terms and conditions as the Plan Administrator deems appropriate.

     Except as otherwise provided in Section 15 of the Plan or in the instrument
evidencing the Performance Award, if during a performance period a Participant's
employment or services with the Company terminate other than by reason of the
Participant's Retirement, Early Retirement at the Company's request, Disability
or death, then such Participant shall not be entitled to any payment with
respect to the Performance Awards relating to such performance period, unless
the Plan Administrator shall otherwise determine.  The provisions of Section 7.6
of the Plan regarding leaves of absence and termination for Cause shall apply to
Performance Awards.

                     SECTION 12.  OTHER STOCK-BASED AWARDS

     The Plan Administrator may grant other Awards under the Plan pursuant to
which shares of Common Stock (which may, but need not, be shares of Restricted
Stock pursuant to Section 10 of the Plan) are or may in the future be acquired,
or Awards denominated in stock units, including ones valued using measures other
than market value.  Such Other Stock-Based Awards may be granted alone or in
addition to or in tandem with any Award of any type granted under the Plan and
must be consistent with the Plan's purpose.

          SECTION 13.  LOANS, LOAN GUARANTEES AND INSTALLMENT PAYMENTS

     To assist a Holder (including a Holder who is an officer or director of the
Company) in acquiring shares of Common Stock pursuant to an Award granted under
the Plan, the Plan Administrator may authorize, either at the Grant Date or at
any time before the acquisition of Common Stock pursuant to the Award, (a) the
extension of a loan to the Holder by the Company, (b) the payment by the Holder
of the purchase price, if any, of the Common Stock in installments, or (c) the
guarantee by the Company of a loan obtained by the grantee from a third party.
The terms of any loans, installment payments or guarantees, including the
interest rate and terms of repayment, will be subject to the Plan
Administrator's discretion.  Loans, installment payments and guarantees may be
granted with or without security.  The maximum credit available is the purchase
price, if any, of the Common Stock acquired plus the maximum federal and state
income and employment tax liability that may be incurred in connection with the
acquisition.

                                      -13-
<PAGE>
 
                           SECTION 14.  ASSIGNABILITY

      No Option, Stock Appreciation Right, Performance Award or Other Stock-
Based Award granted under the Plan may be assigned, pledged or transferred by
the Holder other than by will or by the laws of descent and distribution and,
during the Holder's lifetime, such Awards may be exercised only by the Holder or
a permitted assignee or transferee of the Holder (as provided below).
Notwithstanding the foregoing, and to the extent permitted by Section 422 of the
Code, the Plan Administrator, in its sole discretion, may permit such
assignment, transfer and exercisability and may permit a Holder of such Awards
to designate a beneficiary who may exercise the Award or receive compensation
under the Award after the Holder's death; provided, however, that any such Award
so assigned, pledged or transferred shall be subject to all the same terms and
conditions contained in the instrument evidencing the award.

                            SECTION 15.  ADJUSTMENTS

15.1  Adjustment of Shares

      In the event that at any time or from time to time a stock dividend, stock
split, spin-off, combination or exchange of shares, recapitalization, merger,
consolidation, distribution to shareholders other than a normal cash dividend,
or other change in the Company's corporate or capital structure results in (a)
the outstanding shares, or any securities exchanged therefor or received in
their place, being exchanged for a different number or class of securities of
the Company or of any other corporation or (b) new, different or additional
securities of the Company or of any other corporation being received by the
holders of shares of Common Stock of the Company, then the Plan Administrator,
in its sole discretion, shall make such equitable adjustments as it shall deem
appropriate in the circumstances in (i) the maximum number of and class of
securities subject to the Plan as set forth in Section 4.1 of the Plan, (ii) the
maximum number and class of securities that may be made subject to Awards to any
individual Participant as set forth in Section 4.2 of the Plan, and (iii) the
number and class of securities that are subject to any outstanding Award and the
per share price of such securities, without any change in the aggregate price to
be paid therefor.  The determination by the Plan Administrator as to the terms
of any of the foregoing adjustments shall be conclusive and binding.

15.2  Corporate Transaction

      Except as otherwise provided in the instrument that evidences the Award,
in the event of any Corporate Transaction, each Option, Stock Appreciation Right
or Stock Award that is at the time outstanding shall automatically accelerate so
that each such Award shall, immediately prior to the specified effective date
for the Corporate Transaction, become 100% vested, except that such acceleration
will not occur if, in the opinion of the Company's accountants, it would render
unavailable "pooling of interest" accounting for a Corporate Transaction that
would otherwise qualify for such accounting treatment.

      Such Award shall not so accelerate, however, if and to the extent:  (a)
such Award is, in connection with the Corporate Transaction, either to be
assumed by the successor corporation or parent thereof (the "Successor
Corporation") or to be replaced with a comparable award for the 

                                      -14-
<PAGE>
 
purchase of shares of the capital stock of the Successor Corporation or (b) such
Award is to be replaced with a cash incentive program of the Successor
Corporation that preserves the spread existing at the time of the Corporate
Transaction and provides for subsequent payout in accordance with the same
vesting schedule applicable to such Award. The determination of Award
comparability under clause (a) above shall be made by the Plan Administrator,
and its determination shall be conclusive and binding.

      All such Awards shall terminate and cease to remain outstanding
immediately following the consummation of the Corporate Transaction, except to
the extent assumed by the Successor Corporation. Any such Awards that are
assumed or replaced in the Corporate Transaction pursuant to items (a) and (b)
of the preceding paragraph and do not otherwise accelerate at that time shall be
accelerated in the event the Holder's employment or services should subsequently
terminate within two years following such Corporate Transaction, unless such
employment or services are terminated by the Successor Corporation for Cause or
by the Holder voluntarily without Good Reason. Notwithstanding the foregoing, no
Incentive Stock Option shall become exercisable pursuant to this Section 15.2
without the Holder's consent, if the result would be to cause such Option not to
be treated as an Incentive Stock Option (whether by reason of the annual
limitation described in Section 8.1 of the Plan or otherwise).

15.3  Further Adjustment of Awards

      Without limiting the preceding Section 15.2 of the Plan, and subject to
the limitations set forth in Section 11 of the Plan, the Plan Administrator
shall have the discretion, exercisable at any time before a sale, merger,
consolidation, reorganization, liquidation or change in control of the Company,
as defined by the Plan Administrator, to take such further action as it
determines to be necessary or advisable, and fair and equitable to Participants,
with respect to Awards. Such authorized action may include (but shall not be
limited to) establishing, amending or waiving the type, terms, conditions or
duration of, or restrictions on, Awards so as to provide for earlier, later,
extended or additional time for exercise, payment or settlement or lifting
restrictions, differing methods for calculating payments or settlements,
alternate forms and amounts of payments and settlements and other modifications,
and the Plan Administrator may take such actions with respect to all
Participants, to certain categories of Participants or only to individual
Participants. The Plan Administrator may take such actions before or after
granting Awards to which the action relates and before or after any public
announcement with respect to such sale, merger, consolidation, reorganization,
liquidation or change in control that is the reason for such action.

15.4  Limitations

      The grant of Awards will in no way affect the Company's right to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

                       SECTION 16.  WITHHOLDING OF TAXES

      The Company may require the Holder to pay to the Company the amount of any
withholding taxes that the Company is required to withhold with respect to the
grant, exercise, 

                                      -15-
<PAGE>
 
payment or settlement of any Award and may withhold and retain shares of Common
Stock in such amounts as are equivalent in Fair Market Value to the withholding
obligation. Subject to the Plan and applicable law and unless the Plan
Administrator determines otherwise, the Holder may satisfy withholding
obligations, in whole or in part, by paying cash, by electing to have the
Company withhold and retain shares of Common Stock or by transferring shares of
Common Stock to the Company, in such amounts as are equivalent to the Fair
Market Value of the withholding obligation.

                 SECTION 17.  AMENDMENT AND TERMINATION OF PLAN

17.1  Amendment of Plan

      The Plan may be amended by the shareholders of the Company.  The Board may
also amend the Plan in such respects as it shall deem advisable; however, to the
extent required for compliance with Section 422 of the Code or any applicable
law or regulation, shareholder approval will be required for any amendment that
will (a) increase the total number of shares as to which Options may be granted
or which may be used in payment of Stock Appreciation Rights, Performance Awards
or Other Stock-Based Awards under the Plan or that may be issued as Restricted
Stock, (b) modify the class of persons eligible to receive Options, or (c)
otherwise require shareholder approval under any applicable law or regulation.

17.2  Termination of Plan

      The Company's shareholders or the Board may suspend or terminate the Plan
at any time.  The Plan will have no fixed expiration date; provided, however,
that no Incentive Stock Options may be granted more than 10 years after the
Plan's effective date.

17.3  Consent of Holder

      The amendment or termination of the Plan shall not, without the consent of
the Holder of any Award under the Plan, impair or diminish any rights or
obligations under any Award theretofore granted under the Plan.

                              SECTION 18.  GENERAL

18.1  Notification

      The Plan Administrator shall promptly notify a Participant of an Award,
and a written grant shall promptly be executed and delivered by or on behalf of
the Company.

18.2  Continued Employment or Services; Rights in Awards

      Neither the Plan, participation in the Plan as a Participant nor any
action of the Plan Administrator taken under the Plan shall be construed as
giving any Participant or employee of the Company any right to be retained in
the employ of the Company or limit the Company's right to terminate the
employment or services of the Participant.

                                      -16-
<PAGE>
 
18.3  Registration; Certificates for Shares

      The Company shall be under no obligation to any Participant to register
for offering or resale under the Securities Act of 1933, as amended, or register
or qualify under state securities laws, any shares of Common Stock, security or
interest in a security paid or issued under, or created by, the Plan. The
Company may issue certificates for shares with such legends and subject to such
restrictions on transfer and stop-transfer instructions as counsel for the
Company deems necessary or desirable for compliance by the Company with federal
and state securities laws.

18.4  No Rights as a Shareholder

      No Option, Stock Appreciation Right, Performance Award or Other Stock-
Based Award shall entitle the Holder to any dividend, voting or other right of a
shareholder unless and until the date of issuance under the Plan of the shares
that are the subject of such Awards, free of all applicable restrictions.

18.5  Compliance With Laws and Regulations

      Notwithstanding anything in the Plan to the contrary, the Board, in its
sole discretion, may bifurcate the Plan so as to restrict, limit or condition
the use of any provision of the Plan to Participants who are officers or
directors subject to Section 16 of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other Participants.
Additionally, in interpreting and applying the provisions of the Plan, any
Option granted as an Incentive Stock Option pursuant to the Plan shall, to the
extent permitted by law, be construed as an "incentive stock option" within the
meaning of Section 422 of the Code.

18.6  No Trust or Fund

      The Plan is intended to constitute an "unfunded" plan.  Nothing contained
herein shall require the Company to segregate any monies or other property, or
shares of Common Stock, or to create any trusts, or to make any special deposits
for any immediate or deferred amounts payable to any Participant, and no
Participant shall have any rights that are greater than those of a general
unsecured creditor of the Company.

18.7  Severability

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

                                      -17-
<PAGE>
 
                          SECTION 19.  EFFECTIVE DATE

     The Plan's effective date is the date on which it is adopted by the Board,
so long as it is approved by the Company's shareholders at any time within 12
months of such adoption or, if earlier, and to the extent required for
compliance with Rule 16b-3 under the Exchange Act, at the next annual meeting of
the Company's shareholders after adoption of the Plan by the Board.

     Adopted by the Board of Directors on May 17, 1995 and approved by the
Company's shareholders on June 20, 1995.

     Amended and Restated by the Board of Directors on October 22, 1996.

     Amended by the Board of Directors on December 5, 1996, amended and restated
by the Board of Directors on January 22, 1997 and approved by the Company's
shareholders on February 26, 1997.

     Stock Subject To Plan as set forth is Section 4 reflects the three-for-two
stock split effective October 17, 1995 and the two-for-one stock split effective
August 8, 1997.

                                      -18-