Exhibit 4.8

                           RENAISSANCE HOLDINGS, INC.

                              AMENDED AND RESTATED
                            1997 STOCK INCENTIVE PLAN

         1. Purpose. The purpose of this Amended and Restated 1997 Stock
Incentive Plan (the "Plan") is to enable Renaissance Holdings, Inc., an Oregon
Corporation (the "Company") to attract and retain the services of (1) selected
employees, officers and directors of the Company or of any subsidiary of the
Company ("Subsidiary") and (2) selected nonemployee agents, consultants,
advisors and independent contractors of the Company or any Subsidiary.

         2. Shares Subject to the Plan. Subject to adjustment as provided below
and in Section 7, the shares to be offered under the Plan shall consist of
Common Stock of the Company, and the total number of shares of Common Stock that
may be issued under the Plan shall not exceed [2,850,000] shares. The shares
issued under the Plan may be authorized and unissued shares or reacquired
shares. If an option granted under the Plan expires, terminates or is canceled,
the unissued shares subject to such option shall again be available under the
Plan.

         3. Effective Date and Duration of Plan.

         (a) Effective Date. The Plan shall become effective as of August 11,
1997 (the "Effective Date"). No option granted under the Plan shall become
exercisable, however, until the Plan is approved by the affirmative vote of the
holders of a majority of the shares of Common Stock represented at a
shareholders meeting at which a quorum is present and any such awards under the
Plan prior to such approval shall be conditioned on and subject to such
approval. Subject to this limitation, options may be granted and shares may be
awarded as bonuses or sold under the Plan at any time after the Effective Date
and before termination of the Plan.

         (b) Duration. The Plan shall continue in effect until all shares
available for issuance under the Plan have been issued and all restrictions on
such shares have lapsed. The Board of Directors may suspend or terminate the
Plan at any time except with respect to options subject to restrictions then
outstanding under the Plan. Termination shall not affect any outstanding
options, any right of the Company to repurchase shares or the forfeitability of
shares issued under the Plan.

         4. Administration.

            (a) Board of Directors. The Plan shall be administered by the Board
of Directors of the Company, which shall determine and designate from time to
time the individuals to whom awards shall be made, the amount of the awards and
the other terms and conditions of the awards. Subject to the provisions of the
Plan, the Board of Directors may from time to time adopt and amend rules or
regulations relating to administration of the Plan, advance the lapse of any
waiting period, accelerate any exercise date, waive or modify any restriction
applicable to shares (except those restrictions imposed by law) and make all
other determinations in the judgment of the Board of Directors necessary or
desirable for the administration of the Plan. The interpretation and
construction of the provisions of the Plan and related agreements by the Board
of Directors shall be final and conclusive. The Board of Directors may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any related agreement in the manner and to the extent it shall deem expedient
to carry the Plan into effect, and it shall be the sole and final judge of such
expediency.

         (b) Committee. The Board of Directors may delegate to a committee of
the Board of Directors or specified officers of the Company, or both (the
"Committee") any or all authority for administration of the Plan. If authority
is delegated to a Committee all references to the Board of Directors in the Plan
shall mean and relate to such Committee' except (i) as otherwise provided by the
Board of Directors and (ii) that only the Board of Directors may amend or
terminate the Plan as provided in Sections 3 and 8.

         5. Types of Awards; Eligibility. The Board of Directors may, from time
to time, take the following actions, separately or in combination, under the
Plan: (i) grant Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as provided in Sections
6(a) and 6(b); (ii) grant options other than incentive Stock Options
("Non-Statutory Stock Options") as provided in Sections 6(a) and 6(c); and (iii)
issue shares of Common Stock as compensation or for such other consideration as
the Board of Directors shall deem appropriate. Any such awards may be made to
employees, including employees who are officers or directors, and to other
individuals described in Section 1 who the Board of Directors believes have made
or will make an important contribution to the Company or any Subsidiary;
provided, however, that only employees of the Company shall be eligible to
receive Incentive Stock Options under the Plan. The Board of Directors shall
select the individuals to whom awards shall be made and shall specify the action
taken with respect to each individual to whom an award is made. At the
discretion of the Board of Directors, an individual may be given an election to
surrender an award in exchange for the grant of a new award.

         6. Option Grants.

         (a) General Rules Relating to Options.

                  (i) Terms of Grant. The Board of Directors may grant options
         under the Plan. With respect to each option grant, the Board of
         Directors shall determine the number of shares subject to the option,
         the price paid for the option (if any, subject to the restrictions
         described in this Section 6), the exercise price, the period of the
         option, the time or times at which the option may be exercised and
         whether the option is an Incentive Stock Option or a Non-Statutory
         Stock Option.

                  (ii) Exercise of Options. Except as provided in Section
         6(a)(iv) or as determined by the Board of Directors, no option granted
         under the Plan may be exercised unless at the time of such exercise the
         optionee is employed by or in the service of the Company or any
         Subsidiary and shall have been so employed or provided such service
         continuously since the date such option was granted. Absence on leave
         or on account of illness or disability, as described in 6(a)(iv)(A),
         shall not, however be deemed an interruption of employment or service
         for this purpose, provided the optionee was employed or in the service
         of the Company or any Subsidiary on the day one year before the date on
         which the option is exercised. Unless otherwise determined by the Board
         of Directors, vesting of options shall not continue during an absence,
         on leave, (including an extended illness) or on account of disability.
         Except as otherwise provided herein, options granted under the Plan may
         be exercised from time to time over the period stated in each option in
         such amounts and at such times as shall be prescribed by the Board of
         Directors provided that options shall not be exercised for fractional
         shames. Unless otherwise determined by the Board of Directors, if the
         optionee does not exercise an option in any one year with respect to
         the full number of shares to which the optionee is entitled in that
         year, the optionee's rights shall be cumulative and the optionee may
         purchase those shares in any subsequent year during the term of the
         option.

                  (iii) Nontransferability. Each Incentive Stock Option and,
         unless otherwise determined by the Board of Directors, each other
         option granted under the Plan by its terms shall be nonassignable and
         nontransferable by the optionee, either voluntarily or by operation of
         law, except by will or by the laws of descent and distribution of the
         state or country of the optionee's domicile at the time of death.

                  (iv) Termination of Employment or Service.

                           (A) General Rule. Unless otherwise determined by the
                  Board of Directors, in the event the employment or service of
                  the optionee with the Company or a Subsidiary terminates for
                  any reason other than because of physical disability or death
                  as provided in subsections 6(a)(iv)(B) and (C), the option may
                  be exercised at any time prior to the expiration date of
                  option to the expiration of 90 days after the date of such
                  termination, whichever the shorter period, but only if and to
                  the extent the optionee was entitled to exercise the option at
                  the date of such termination.

                           (B) Termination Because of Total Disability. Unless
                  otherwise determined by the Board of Directors, in the event
                  of the termination of employment or service because of total
                  disability, the option may be exercised at any time prior to
                  the expiration date of the option or the expiration of 12
                  months after the date of termination, whichever is the shorter
                  period, but only if and to the extent the optionee was
                  entitled to exercise the option at the date of such
                  termination. The term "total disability" means a medically
                  determinable mental or physical impairment which is expected
                  to result in death or which has lasted or is expected to last
                  for a continuous period of 12 months or more and which causes
                  the optionee to be unable, in the opinion of the Company and
                  two independent physicians, to perform his or her duties as an
                  employee, director, officer or consultant of the Company and
                  to be engaged in any substantial gainful activity. Total
                  disability shall be deemed to have occurred on the first day
                  after the Company and the two independent physicians have
                  furnished their opinion of total disability to the Company.

                           (C) Termination Because of Death. Unless otherwise
                  determined by the Board of Directors, in the event of the
                  death of an optionee while employed by or providing service to
                  the Company or a Subsidiary, the option may be exercised at
                  any time prior to the expiration date of the option, or the
                  expiration of 12 months from the date of death, whichever is
                  the shorter period, but only if and to the extent the optionee
                  was entitled to exercise the option at the date of death and
                  only by the person or persons to whom such optionee's rights
                  under the option shall pass by the optionee's will or by the
                  laws of descent and distribution of the state or country of
                  domicile at the time of death.

                           (D) Amendment of Exercise Period Application to
                  Termination. The Board of Directors at the time of grant or,
                  with respect to an option that is not an Incentive Stock
                  Option, at any time thereafter may extend the 90-day and
                  12-month exercise periods any length of time not longer than
                  the original expiration date of the option and may increase
                  the portion of an option that is exercisable, subject to such
                  terms and conditions as the Board of Directors may determine.

                           (E) Failure to Exercise Option. To the extent that
                  the option of any deceased optionee or of any optionee whose
                  employment or service terminates is not exercised within the
                  applicable period, all further rights to purchase shares
                  pursuant to such option shall cease and terminate.

                  (v) Purchase of Shares. Unless the Board of Directors
         determines otherwise, shares may be acquired pursuant to an option
         granted under the Plan only upon receipt by the Company of notice in
         writing from the optionee of the optionee's intention to exercise,
         specifying the number of shares as to which the optionee desires to
         exercise the option and the date on which the optionee desires to
         complete the transaction, and if required in order to comply with the
         Securities Act of 1933, as amended, containing a representation that it
         is the optionee's present intention to acquire the shares for
         investment and not with a view to distribution. Unless the Board of
         Directors determines otherwise, on or before the date specified for
         completion of the purchase of shares pursuant to an option, the
         optionee must have paid the Company the full purchase price of such
         shares in cash or, with the consent of the Board of Directors, in whole
         or in part, in Common Stock of the Company valued at fair market value
         and other forms of consideration. The Board of Directors shall make a
         good faith determination of the fair market value of Common Stock
         provided in payment of the purchase price. If the Common Stock of the
         Company is not publicly traded on the date the option is exercised, the
         Board of Directors may consider any valuation methods it deems
         appropriate and may, but is not required to, obtain one or more
         independent appraisals of the Company. If the Common Stock of the
         Company is publicly traded on the date the option is exercised, the
         fair market value of Common Stock provided in payment of the purchase
         price shall be the closing price of the Common Stock as reported in The
         Wall Street Journal on the last day preceding the date the option is
         exercised or such other reported value of the Common Stock as shall be
         specified by the Board of Directors. No shares shall be issued until
         full payment for the shares has been made. With the consent of the
         Board of Directors (which, in the case of an Incentive Stock Option,
         shall be given only at the time of option grant), an optionee may
         request the Company to apply automatically the shares to be received
         upon the exercise of a portion of a stock-option (even though stock
         certificates have not yet been issued) to satisfy the purchase price
         for additional portions of the option. Each optionee who has exercised
         an option shall immediately upon notification of the amount due, if
         any, pay to the Company in cash amounts necessary to satisfy any
         applicable federal, state and local tax withholding requirements. If
         additional withholding is or becomes required beyond any amount
         deposited before delivery of the certificates, the optionee shall pay
         such amount to the Company on demand. If the optionee fails to pay the
         amount demanded, the Company may withhold that amount from other
         amounts payable by the Company to the optionee, including salary,
         subject to applicable law. With the consent of the Board of Directors
         an optionee may satisfy this obligation, in whole or in part, by having
         the Company withhold from the shares to be issued upon the exercise
         that number of shares that would satisfy the withholding amount due or
         by delivering to the Company Common Stock to satisfy the withholding
         amount. Upon the exercise of an option, the number of shares reserved
         for issuance under the Plan shall be reduced by the number of shares
         issued upon exercise of the option.

                  (vi) Accelerated Vesting Upon Change in Control or IPO.
         Notwithstanding anything to the contrary contained herein (or in the
         terms of option agreements pursuant to this Plan), any and all options
         awarded under this Plan after the Effective Date and prior to June 10,
         1999, shall become fully exercisable upon the occurrence of a Change in
         Control or an IPO (each as defined below). This subparagraph shall be
         inapplicable to options awarded after June 10, 1999. For purposes of
         this Plan, "Change in Control" shall mean the occurrence of any of the
         following events:

                           (A) The approval by the shareholders of the Company
                  of:

                                    (1) any consolidation, merger or plan of
                           share exchange involving the Company (a "Merger") as
                           a result of which the holders of outstanding
                           securities of the Company ordinarily having the right
                           to vote for the election of directors ("Voting
                           Securities") immediately prior to the Merger do not
                           continue to hold at least 50% of the combined voting
                           power of the outstanding Voting Securities of the
                           surviving or continuing corporation immediately after
                           the Merger, disregarding any Voting Securities issued
                           or retained by such holders in respect of securities
                           of any other parry to the Merger;

                                    (2) any sale, lease, exchange or other
                           transfer (in one transaction or a series of related
                           transactions) of all, or substantially all, the
                           assets of the Company; or

                                    (3) the adoption of any plan or proposal for
                           the liquidation or dissolution of the Company; or

                           (B) At any time during a period of two consecutive
                  years, individuals who at the beginning of such period
                  constituted the Board ("Incumbent Directors") shall cease for
                  any reason to constitute at least a majority thereof;
                  provided, however, that the term "Incumbent Director" shall
                  also include each new director elected during such two-year
                  period whose nomination or election was approved by two-thirds
                  of the Incumbent Directors then in office.

                  For purposes of this Plan, "IPO" shall mean the initial public
                  offering of the Company's common stock of any class registered
                  under the Securities Act of 1933, as amended, on Form S-1 (or
                  any equivalent registration form) pursuant to which the common
                  stock sold in the IPO represents at least 15% of the
                  outstanding shares of common stock of the Company immediately
                  after the IPO (on a fully diluted basis assuming the exercise
                  of all outstanding options and warrants and conversion of all
                  outstanding convertible securities), provided that following
                  such IPO, the common stock so offered shall be listed or
                  admitted for trading on a national securities exchange or
                  nationally recognized automated interdealer quotation system.

         (b) Incentive Stock Options. Incentive Stock Options shall be subject
to the following additional terms and conditions:

                           (i) Limitation on Amount of Grants. No employee may
                  be granted Incentive Stock Options under the Plan if the
                  aggregate fair market value, on the date of grant, of the
                  Common Stock with respect to which Incentive Stock Options are
                  exercisable for the first time by that employee during any
                  calendar year under the Plan and under all incentive stock
                  option plans (within the meaning of Section 422 of the Code)
                  of the Company or any parent or Subsidiary exceeds $100,000.

                           (ii) Limitations on Grants to 10 Percent
                  Shareholders. An incentive Stock Option may be granted under
                  the Plan to an employee possessing more than 10 percent of the
                  total combined voting power of all classes of stock of the
                  Company or of any parent or Subsidiary only if the option
                  price is at least 110 percent of the fair market value, as
                  described in Section 6(b)(iv), of the Common Stock subject to
                  the option on the date it is granted and the option by its
                  terms is not exercisable after the expiration of five years
                  from the date it is granted.

                           (iii) Duration of Options. Subject to Sections
                  6(a)(ii) and 6(b)(ii), Incentive Stock Options granted under
                  the Plan shall continue in effect for the period fixed by the
                  Board of Directors, except that no Incentive Stock Option
                  shall be exercisable after the expiration of 10 years from the
                  date it is granted.

                           (iv) Option Price. The option price per share shall
                  be determined by the Board of Directors at the time of grant.
                  Except as provided in Section 6(b)(ii), the option price shall
                  not be less than 100 percent of the fair market value of the
                  Common Stock covered by the Incentive Stock Option at the date
                  the option is granted. The Board of Directors shall make a
                  good faith determination of the fair market value. If the
                  Common Stock of the Company is not publicly traded on the date
                  the option is granted, the Board of Directors may consider any
                  valuation methods it deems appropriate and may, but is not
                  required to, obtain one or more independent appraisals of the
                  Company. If the Common Stock of the Company is publicly traded
                  on the date the option is exercised, the fair market value
                  shall be deemed to be the closing price of the Common Stock as
                  reported in The Wall Street Journal on the day preceding the
                  date the option is granted, or, if there has been no sale on
                  that date, on the last preceding date on which a sale occurred
                  or such other value of the Common Stock as shall be specified
                  by the Board of Directors.

                           (v) Limitation on Time of Grant. No Incentive Stock
                  Option shall be granted on or after the tenth anniversary of
                  the date of the last action by the Board of Directors
                  approving an increase in the number of shares available for
                  issuance under the Plan, which action was subsequently
                  approved within 12 months by the shareholders.

                           (vi) Conversion of Incentive Stock Options. The Board
                  of Directors may at any time without consent of the optionee
                  convert an Incentive Stock Option to a Non-Statutory Stock
                  Option.

         (c) Non-Statutory Stock Options. Non-Statutory Stock Options shall be
subject to the following terms and conditions in addition to those set forth in
Section 6(a) above:

                           (i) Option Price. The option price for Non-Statutory
                  Stock Options shall be determined by the Board of Directors at
                  the time of grant and may be any amount determined by the
                  Board of Directors.

                           (ii) Duration of Options. Non-Statutory Stock Options
                  granted under the Plan shall continue in effect for the period
                  fixed by the Board of Directors.

         7. Changes in Capital Structure.

         (a) Stock Splits; Stock Dividends. If the outstanding Common Stock of
the Company is hereafter increased or decreased or changed into or exchanged for
a different number or kind of shares or other securities of the Company by
reason of any stock split, combination of shares or dividend payable in shares,
recapitalization or reclassification, appropriate adjustment shall be made by
the Board of Directors in the number and kind of shares available for grants
under the Plan. In addition, the Board of Directors shall make appropriate
adjustment in the number and kind of shares as to which outstanding options or
portions thereof then unexercised, shall be exercisable so that the optionee's
proportionate interest before and after the occurrence of the event is
maintained. Notwithstanding the foregoing, the Board of Directors shall have no
obligation to effect any adjustment that would or might result in the issuance
of fractional shares, and any fractional shares resulting from adjustment may be
disregarded or provided for in any manner determined by the Board of Directors.
Any such adjustments made by the Board of Directors shall be conclusive.

         (b) Rights issued by Another Corporation. The Board of Directors may
also grant options under the Plan having terms, conditions and provisions that
vary from those specified in this Plan provided that any such awards are granted
in substitution for, or in connection with the assumption of, existing options,
stock appreciation rights, stock bonuses, cash bonuses, restricted stock and
performance units granted, awarded or issued by another corporation and assumed
or otherwise agreed to be provided for by the Company pursuant to or by reason
of a transaction.

         8. Amendment of Plan. The Board of Directors may at any time, and from
time to time, modify or amend the Plan in such respects as it shall deem
advisable because of changes in the law while the Plan is in effect or for any
other reason. Except as provided in Sections 6(a)(iv) and 7, however, no change
in an award already granted shall be made without the written consent of the
holder of such award.

         9. Approvals. The obligations of the Company under the Plan are subject
to the approval of state and federal authorities or agencies with jurisdiction
in the matter. The Company will use its best efforts to take steps required by
state or federal law or applicable regulations including rules and regulations
of the Securities and Exchange Commission and any stock exchange on which the
Company's shares may then be listed, in connection with the grants under the
Plan. The foregoing notwithstanding, the Company shall not be obligated to issue
or deliver Common Stock under the Plan if such issuance or delivery would
violate applicable state or federal securities laws.

         10. Employment and Service Rights. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of the Company or any subsidiary or interfere in any
way with the right of the Company or any subsidiary by whom such employee is
employed to terminate such employee's employment at any time, for any reason,
with or without cause, or to decrease such employee's compensation or benefits,
or (ii) confer upon any person engaged by the Company any right to be retained
or employed by the Company or to the continuation, extension, renewal, or
modification of any compensations contract, or arrangement with or by the
Company.

         11. Rights as a Shareholder. The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any Common Stock until the
date of issue to the recipient of a stock certificate for such shares. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.

         12. Stock Bonuses. The Board of Directors may award shares under the
Plan as stock bonuses. Shares awarded as a bonus shall be subject to the terms,
conditions, and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability and forfeiture
of the shares awarded, together with such other restrictions as may be
determined by the Board of Directors. If shares are subject to forfeiture, all
dividends or other distributions paid by the Company with respect to the shares
shall be retained by the Company until the shares are no longer subject to
forfeiture, at which time all accumulated amounts shall be paid to the
recipient. The Board of Directors may require the recipient to sign an agreement
as a condition of the award, but may not require the recipient to pay any
monetary consideration other than amounts necessary to satisfy tax withholding
requirements. The agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of Directors. The
certificates representing the shares awarded shall bear any legends required by
the Board of Directors. The Company may require any recipient of a stock bonus
to pay to the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements. If the
recipient fails to pay the amount demanded, the Company may withhold that amount
from other amounts payable by the Company to the recipient, including salary or
fees for services subject to applicable law. With the consent of the Board of
Directors, a recipient may deliver Common Stock to the Company to satisfy this
withholding obligation. Upon the issuance of a stock bonus, the number of shares
reserved for issuance under the Plan shall be reduced by the number of shares
issued.

         13. Restricted Stock. The Board of Directors may issue shares under the
Plan for such consideration (including promissory notes and services) as
determined by the Board of Directors. Shares issued under the Plan shall be
subject to the terms, conditions and restrictions determined by the Board of
Directors. The restrictions may include restrictions concerning transferability,
repurchase by the Company and forfeiture of the shares issued, together with
such other restrictions as may be determined by the Board of Directors. If
shares are subject to forfeiture or repurchase by the Company, all dividends or
other distributions paid by the Company with respect to the shares, shall be
retained by the Company until the shares are no longer subject to forfeiture or
repurchase, at which time all accumulated amounts shall be paid to the
recipient. All Common Stock issued pursuant to this paragraph 13 shall be
subject to a purchase agreement, which shall be executed by the Company and the
prospective recipient of the shares prior to the delivery of certificates
representing such shares to the recipient. The purchase agreement may contain
any terms, conditions, restrictions, representations and warranties required by
the Board of Directors. The certificates representing the shares shall bear any
legends required by the Board of Directors. The Company may require any
purchaser of restricted stock to pay to the Company in cash upon demand amounts
necessary to satisfy any applicable federal, state or local tax withholding
requirements. If the purchaser fails to pay the amount demanded, the Company may
withhold that amount from other amounts payable by the Company to the purchaser,
including salary, subject to applicable law. With the consent of the Board of
Directors, a purchaser may deliver Common Stock to the Company to satisfy this
withholding obligation. Upon the issuance of restricted stock, the number of
shares reserved for issuance under the Plan shall be reduced by the number of
shares issued.

         14. Stock Appreciation Rights.

         a.       Grant. Stock appreciation rights may be granted under the Plan
                  by the Board of Directors, subject to such rules, terms, and
                  conditions as the Board of Directors prescribes.

         b.       Exercise.

                  i.       Generally. Each stock appreciation right shall
                           entitle the holder, upon exercise, to receive from
                           the Company in exchange therefor an amount equal in
                           value to the excess of the fair market value on the
                           date of exercise of one share of Common Stock of the
                           Company over its fair market value on the date of
                           grant (or, in the case of a stock appreciation right
                           granted in connection with an option, the excess of
                           the fair market value of one share of Common Stock of
                           the Company over the option price per share under the
                           option to which the stock appreciation right
                           relates), multiplied by the number of shares covered
                           by the stock appreciation right or the option, or
                           portion thereof, that is surrendered. No stock
                           appreciation right shall be exercisable at a time
                           that the amount determined under this subparagraph is
                           negative. Payment by the Company upon exercise of a
                           stock appreciation right may be made if Common Stock
                           valued at fair market value in cash, or partly in
                           Common Stock and partly in cash all as determined by
                           the Board of Directors.

                  ii.      Time of Exerciseability. A stock appreciation might
                           shall be exercisable only at the time or times
                           established by the Board of Directors. If a stock
                           appreciation right is granted in connection with an
                           option, the following rules shall apply: (1) the
                           stock appreciation right shall be exercisable only to
                           the extent and on the same conditions that the
                           related option could be exercised; (2) the stock
                           appreciation rights shall be exercisable only when
                           the fair market value of the stock exceeds the option
                           price of the related option; (3) the stock
                           appreciation right shall be for no more than 100
                           percent of the excess of the fair market value of the
                           stock at the time of exercise over the option price;
                           (4) upon exercise of the stock appreciation right,
                           the option or portion thereof to which the stock
                           appreciation right relates terminates; and (5) upon
                           exercise of the option, the related stock
                           appreciation right or portion thereof terminates.

                  iii.     Termination. The Board of Directors may withdraw any
                           stock appreciation right granted under the Plan at
                           any time and may impose any conditions upon the
                           exercise of a stock appreciation right or adopt rules
                           and regulations from time to time affecting the
                           rights of holders of stock appreciation rights. Such
                           rules and regulations may govern the right to
                           exercise stock appreciation rights granted prior to
                           adoption or amendment of such rules and regulations
                           as well as stock appreciation rights granted
                           thereafter.

                  iv.      Valuation. For purposes of this paragraph 14, the
                           fair market value of the Common Stock shall be
                           determined as of the date the stock appreciation
                           right is exercised, under the methods set forth in
                           paragraph 6(b)(iv).

                  v.       Fractional Shames. No fractional shares shall be
                           issued upon exercise of a stock appreciation right.
                           In lieu thereof, cash may be paid in an amount equal
                           to the value of the fraction or, if the Board of
                           Directors shall determine, the number of shares may
                           be rounded downward to the next whole share.

                  vi.      Nontransferabilty. Each stock appreciation right
                           granted in connection with an Incentive Stock Option,
                           and unless otherwise determined by the Board of
                           Directors, each other stock appreciation right
                           granted under the Plan, by its terms shall be
                           nonassignable and nontransferable by the holder,
                           either voluntarily or by operation of law, except by
                           will or by the laws of descent and distribution of
                           the state or country of the holder's domicile at the
                           time of death, and each stock appreciation right by
                           its terms shall be exercisable during the holder's
                           lifetime only by the holder.

                  vii.     Taxes. Each participant who has exercised a stock
                           appreciation right shall, upon notification of the
                           amount due, pay to the Company in cash amounts
                           necessary to satisfy any applicable federal, state
                           and local tax withholding requirements. If the
                           participant fails to pay the amount demanded, the
                           Company may withhold that amount from other amounts
                           payable by the Company to the participant including
                           salary, subject to applicable law. With the consent
                           of the Board of Directors a participant may satisfy
                           this obligation, in whole or in part, by having the
                           Company withhold from any shares to be issued upon
                           the exercise that number of shares that would satisfy
                           the withholding amount due or by delivering Common
                           Stock to the Company to satisfy the withholding
                           amount.

                  viii.    Shares Available. Upon the exercise of a stock
                           appreciation right for shares, the number of shares
                           reserved for issuance under the Plan shall be reduced
                           by the number of shares issued. Cash payments of
                           stock appreciation rights shall not reduce the number
                           of shares of Common Stock reserved for issuance under
                           the Plan.

         Adopted: August 11, 1997; amended and restated plan adopted on June 10,
1999.


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                             HOUSEHOLD INTERNATIONAL

                          1998 KEY EXECUTIVE BONUS PLAN