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                                                                    EXHIBIT 10.1

                               F.N.B. CORPORATION

                               2001 INCENTIVE PLAN

The purposes of the 2001 Incentive Plan are to encourage Eligible Individuals to
increase their efforts to make F.N.B. Corporation and each of its Subsidiaries
more successful, to provide an additional inducement for such Eligible
Individuals to continue to provide services to the Corporation or a Subsidiary
as an employee, consultant, non-employee director, or independent contractor, to
reward such Eligible Individuals by providing an opportunity to acquire
incentive awards on favorable terms and to provide a means through which the
Corporation may attract able persons to enter the employment of or engagement
with the Corporation or one of its Subsidiaries. Such incentive awards may, in
the discretion of the Board or Committee, consist of Stock (subject to such
restrictions as the Board or Committee may determine or as provided herein),
Performance Units, Stock Appreciation Rights, Limited Stock Appreciation Rights,
Incentive Stock Options, Non-Qualified Stock Options, Phantom Stock, or any
combination of the foregoing, all as the Board or Committee, in each case, may
determine.

                                   DEFINITIONS

"Award" means an Incentive Stock Option, a Non-Qualified Stock Option,
Restricted Stock Award, Stock Appreciation Rights, Limited Stock Appreciation
Rights, Performance Units, or Phantom Stock granted hereunder.

"Award Agreement" means an agreement entered into between the Corporation and
the applicable Participant, setting forth the terms and provisions applicable to
the Award then being granted under this Plan, as further described in Section
2.5 of the Plan.

"Board" means the Board of Directors of the Corporation.

"Code" means the Internal Revenue Code of 1986, as amended. A reference to any
provision of the Code shall include reference to any successor provision of the
Code.

"Committee" means the Compensation Committee, if any, appointed by the Board. If
no Committee is appointed by the Board, the Board shall function in place of the
Committee.

"Corporation" means F.N.B. Corporation.

"Disabled Participant" means a Participant becoming disabled within the meaning
of Section 422(c)(6) of the Code.

"Eligible Employee" means any employee of the Corporation or one of its
Subsidiaries.

"Eligible Individual" means any Eligible Employee and any consultant,
non-employee director, or independent contractor of the Corporation or one of
its Subsidiaries.

"Fair Market Value" shall mean, as applicable, (i) the average of the bid and
ask prices of the Corporation's Stock on the date in question, as quoted by the
Nasdaq National Market System (or other over-the-counter nationally recognized
quotation service); (ii) if the Corporation's Stock is not traded on the Nasdaq
National Market but is registered on a national securities exchange, the closing
sales price of the Corporation's Stock on such national securities exchange;
(iii) if the Corporation's shares of Common Stock are not traded on a national
securities exchange or through any other nationally recognized quotation
service, the fair market value of the Corporation's Stock as determined by the
Board or the Committee, acting in good faith, under any method consistent with
the Code, or Treasury Regulations thereunder, as

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the Board or the Committee shall in its discretion select and apply at the time
of the grant of the Award concerned; or (iv) for purposes of Section 3.4 hereof
with respect to Limited Stock Appreciation Rights, the applicable value
determined in accordance with Paragraph (C) of such Section 3.4. Subject to the
foregoing, the Board or the Committee, in fixing the Fair Market Value, shall
have full authority and discretion and be fully protected in doing so.

"Incentive Stock Option" means an option that is intended to qualify as an
"Incentive Stock Option" within the meaning of section 422 of the Code. Any
Option which does not qualify under section 422 of the Code shall be treated as
a Non-Qualified Stock Option.

"Limited Stock Appreciation Right" means a Stock Appreciation Right granted
under Section 3.4.

"Non-Qualified Stock Option" means an option that is not an Incentive Stock
Option.

"Option" means an option to purchase Stock, including Restricted Stock, if the
Committee so determines, subject to the applicable provisions of Article 3,
awarded in accordance with the terms of the Plan and which may be an Incentive
Stock Option or a Non-Qualified Stock Option.

"Participant" means an Eligible Individual who has been selected by the
Committee to participate in the Plan in accordance with Section 2.2 of the Plan.

"Performance Unit" means a performance unit subject to the requirements of
Article 4 and awarded in accordance with the terms of the Plan.

"Phantom Stock" means a deferred compensation award subject to the requirements
of Article 6.

"Plan" means the F.N.B. Corporation 2001 Incentive Plan, as the same may be
amended, administered or interpreted from time to time.

"Restricted Stock" means Stock delivered under the Plan subject to the
requirements of Article 5 and such other restrictions as the Committee deems
appropriate or desirable.

"Stock" means the Common Stock of the Corporation.

"Stock Appreciation Right" means a right granted under Article 3 in conjunction
with the grant of an Option that entitles the holder to receive a cash payment
or an award of Stock, at the discretion of the Committee, in an amount equal to
the excess of the Fair Market Value of one share of Stock on such date of
exercise over the Option Price per share multiplied by the number of shares
covered by the right.

"Subsidiary" means any corporation in an unbroken chain of corporations
beginning with the Corporation, if each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing more than fifty percent
(50%) of the total combined voting power of all classes of stock in one of the
other corporations in the chain.

"Termination" means the termination of employment with the Corporation or any of
its Subsidiaries or the cessation of the provision of services to the
Corporation or any of its Subsidiaries by a non-employee director, consultant or
independent contractor.

                                    ARTICLE 2
                               PLAN ADMINISTRATION

SECTION 2.1   ADMINISTRATION. The Plan shall be administered by the Committee.
The Committee shall interpret the Plan and prescribe such rules, regulations and
procedures in connection with the operation of the Plan as it shall deem

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to be necessary and advisable for the administration of the Plan consistent with
the purposes of the Plan. Without limiting the foregoing, the Committee shall
have the authority and complete discretion to:

         (i)      Prescribe, amend and rescind rules and regulations relating to
                  the Plan;

         (ii)     Select Eligible Individuals to receive Awards under the Plan
                  as provided in Section 2.2 of the Plan;

         (iii)    Determine the form and terms of Awards;

         (iv)     Determine the number of shares or other consideration subject
                  to Awards under the Plan as provided in Articles 3, 4, 5 and 6
                  of the Plan;

         (v)      Determine whether Awards will be granted singly, in
                  combination or in tandem with, in replacement of, or as
                  alternatives to, other Awards under the Plan or grants or
                  awards under any other incentive or compensation plan of the
                  Corporation;

         (vi)     Construe and interpret the Plan, any Award Agreement in
                  connection with an Award and any other agreement or document
                  executed pursuant to the Plan;

         (vii)    Correct any defect or omission, or reconcile any inconsistency
                  in the Plan, any Award or any Award Agreement;

         (viii)   Determine whether a Participant is a Disabled Participant;

         (ix)     Accelerate or, with the consent of the Participant, defer the
                  vesting of any Award and/or the exercise date of any Award;

         (x)      Determine whether a Participant's Termination from the
                  Corporation or its Subsidiaries is voluntary and with the
                  written consent of the Corporation or its Subsidiaries;

         (xi)     Authorize any person to execute on behalf of the Corporation
                  any instrument required to effectuate the grant of an Award;

         (xii)    With the consent of the Participant reprice, cancel and
                  reissue, or otherwise adjust the terms of an Award previously
                  granted to the Participant;

         (xiii)   Determine when a Participant's period of employment is deemed
                  to be continued during an approved leave of absence, or
                  whether a Participant has engaged in the operation or
                  management of a business that is in competition with the
                  Corporation or any of its Subsidiaries;

         (xiv)    Determine, upon review of relevant information, the Fair
                  Market Value of the Stock; and

         (xv)     Make all other determinations deemed necessary or advisable
                  for the administration of the Plan.

The Committee may delegate to officers of the Corporation or any Subsidiary the
authority to perform administrative functions under the Plan subject to any
legal requirements that the Committee as a whole take action with respect to
such function.

The Committee shall keep records of action taken at its meetings. A majority of
the Committee shall constitute a quorum at any meeting, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee, shall be the acts of
the Committee.

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SECTION 2.2 ELIGIBILITY. Those Eligible Individuals who share the responsibility
for the management, growth or protection of the business of the Corporation or
any Subsidiary or who, in the opinion of the Committee, provide services
yielding significant benefits to the Corporation or any Subsidiary shall be
eligible to receive Awards as described herein.

Subject to the provisions of the Plan, the Committee shall have full and final
authority, in its discretion, to grant Awards as described herein and to
determine the Eligible Individuals to whom Awards shall be granted. In
determining the eligibility of any Eligible Individual, as well as in
determining the Award, the Committee shall consider the position and the
responsibilities of the Eligible Individual being considered, the nature and
value to the Corporation or a Subsidiary of his or her services, his or her
present and/or potential contribution to the success of the Corporation or a
Subsidiary and such other factors as the Committee may deem relevant.

SECTION 2.3 SHARES AVAILABLE UNDER THE PLAN. Subject to adjustment as set forth
in Section 2.6, the maximum number of shares of Stock that may be issued or
delivered and as to which Awards, other than Limited Stock Appreciation Rights
or Performance Units, may be granted under the Plan shall be 500,000 shares
plus, beginning in the calendar year following the year in which the Plan is
first adopted, annual amounts equal to 3% of the total issued and outstanding
shares of Stock as of the first day of such calendar year. The maximum number of
shares available under the Plan may be increased for any particular calendar
year at the discretion of the Committee by not more than one and one-half
percent (1-1/2%) of the number of shares of Stock outstanding as of the first
day of such calendar year, provided that the number of shares by which the
aggregate share limitation would otherwise be increased in the next calendar
year shall be decreased by the same number of shares as the applicable limit for
the current calendar year is increased pursuant to this sentence.
Notwithstanding anything to the contrary in this Section 2.3, in no event shall
more than 3,000,000 shares of Stock be cumulatively available for Awards of
Incentive Stock Options under the Plan. Subject to adjustment as set forth in
Section 2.6, the maximum number of shares of Stock with respect to which Awards
may be granted in any calendar year to any Participant under the Plan shall be
100,000 shares.

If any Award, other than Limited Stock Appreciation Rights or Performance Units,
granted under the Plan is canceled by mutual consent or terminates or expires
for any reason without having been exercised in full, or, if and to the extent
that an award of Phantom Stock is paid in cash rather than the issuance of
shares of Stock, the number of shares subject to such Award (or in the case of
Phantom Stock the number of shares of Stock for which payment was made in cash)
shall again be available for purposes of the Plan, except that, to the extent
that Stock Appreciation Rights granted in conjunction with an Option under the
Plan are exercised and the related Option surrendered, the number of shares
available for purposes of the Plan shall be reduced by the number of shares, if
any, of Stock issued or delivered upon exercise of such Stock Appreciation
Rights.

The shares that may be issued or delivered under the Plan may be either
authorized but unissued shares or repurchased shares or partly each.

SECTION 2.4 CORPORATION'S OBLIGATION TO DELIVER STOCK. The obligation of the
Corporation to issue or deliver shares of Stock under the Plan shall be subject
to (i) the effectiveness of a registration statement under the Securities Act of
1933, as amended, with respect to such shares, if deemed necessary or
appropriate by counsel for the Corporation; (ii) the condition that the shares
shall have been listed (or authorized for listing upon official notice of
issuance) upon each stock exchange on which such shares may then be listed; and
(iii) all other applicable laws, regulations, rules and orders which may then be
in effect.

SECTION 2.5 AWARD AGREEMENT. Each Award granted under the Plan shall be
evidenced by a written Award Agreement, in a form approved by the Committee.
Such Award Agreement shall be subject to and incorporate the express terms and
conditions, if any, required under the Plan or as required by the Committee for
the form of Award granted and such other terms and conditions as the Committee
may specify and shall be executed by the Chief Executive Officer, the President
(if other than the Chief Executive Officer) or any Vice President on behalf of
the Corporation and by the Participant to whom such Award is granted. With the
consent of the Participant to whom such Award is granted, the Board may at any
time and from time to time amend an outstanding Award Agreement in a manner
consistent with

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the Plan. Without consent of the Participant, the Board of Directors may at any
time and from time to time modify or amend Award Agreements with respect to
Options intended as of the date of grant to be Incentive Stock Options in such
respects as it deems necessary in order that Incentive Stock Options granted
under the Plan shall comply with the appropriate provisions of the Code and
regulations thereunder which are in effect from time to time with respect to
Incentive Stock Options.

SECTION 2.6 ADJUSTMENT AND SUBSTITUTION OF SHARES. If a dividend or other
distribution shall be declared upon the Stock payable in shares of Stock, the
number of shares of Stock then subject to any outstanding Option or by reference
to which the amount of any other Award is determined and the number of shares
which may be issued or delivered under the Plan shall be adjusted by adding
thereto the number of shares which would have been distributable thereon if such
shares had been outstanding on the date fixed for determining the stockholders
entitled to receive such stock dividend or distribution.

If the outstanding shares of Stock shall be changed into or exchangeable for a
different number or kind of shares of Stock or other securities of the
Corporation or another corporation, whether through reorganization,
reclassification, recapitalization, stock split-up, combination of shares,
merger or consolidation, then there shall be substituted for each share of Stock
subject to any then outstanding Award and for each share of Stock, which may be
issued or delivered under the Plan but is not then subject to an outstanding
Award, the number and kind of shares of Stock or other securities into which
each outstanding share of Stock shall be so changed or for which each such share
shall be exchangeable.

In the case of any adjustment or substitution as provided for in this Section
2.6, the aggregate Option Price for all shares subject to each then outstanding
Option prior to such adjustment or substitution shall be the aggregate option
price for all shares of Stock or other securities (including any fraction) to
which such shares shall have been adjusted or which shall have been substituted
for such shares. Any new option price per share shall be carried to at least
three decimal places with the last decimal place rounded upwards to the nearest
whole number.

No adjustment or substitution provided for in this Section 2.6 shall require the
Corporation to issue or sell a fraction of a share or other security.
Accordingly, all fractional shares or other securities that result from any such
adjustment or substitution shall be eliminated and not carried forward to any
subsequent adjustment or substitution.

If any such adjustment or substitution provided for in this Section 2.6 requires
the approval of stockholders in order to enable the Corporation to grant
Incentive Stock Options, then no such adjustment or substitution shall be made
without prior stockholder approval. Notwithstanding the foregoing, in the case
of Incentive Stock Options, if the effect of any such adjustment or substitution
would be to cause the Option to fail to continue to qualify as an Incentive
Stock Option or to cause a modification, extension or renewal of such Option
within the meaning of Section 424 of the Code, the Committee may elect that such
adjustment or substitution not be made but rather shall use reasonable efforts
to effect such other adjustment of each then outstanding Option as the Committee
in its sole discretion shall deem equitable and which will not result in any
disqualification, modification, extension or renewal (within the meaning of
Section 424 of the Code) of such Incentive Stock Option.

                                    ARTICLE 3
                      OPTIONS AND STOCK APPRECIATION RIGHTS

SECTION 3.1 GRANT OF STOCK OPTIONS, STOCK APPRECIATION RIGHTS, AND LIMITED STOCK
APPRECIATION RIGHTS. The Committee shall have authority, in its discretion, to
grant Incentive Stock Options, Non-Qualified Stock Options or to grant both
types of Options (but not in tandem). Notwithstanding the above, Incentive Stock
Options may only be granted to employees. The Committee also shall have the
authority, in its discretion, to grant Stock Appreciation Rights in conjunction
with Incentive Stock Options or Non-Qualified Stock Options with the effect
provided in Section 3.2(D). Stock Appreciation Rights granted in conjunction
with an Incentive Stock Option may only be granted at the time such Incentive
Stock Option is granted. Stock Appreciation Rights granted in conjunction with a
Non-Qualified Stock Option may be granted either at the time such Non-Qualified
Stock Option is granted or at any time thereafter during the term

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of such Non-Qualified Stock Option. The Committee shall also have the authority,
in its discretion, to grant Limited Stock Appreciation Rights in accordance with
the provisions of, and subject to the terms and conditions set forth in, Section
3.4.

No Participant shall be granted an Option or Options under the Plan
(disregarding canceled, terminated or expired stock options) for an aggregate
number of shares in excess of ten percent (10%) of the total number of shares
that may be issued or delivered under the Plan.

SECTION 3.2 TERMS AND CONDITIONS OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.
Options and Stock Appreciation Rights granted under the Plan shall be subject to
the following terms and conditions:

        (A)    The purchase price at which each Option may be exercised (the
               "Option Price") shall be such price as the Committee, in its
               discretion, shall determine except that, in the case of an
               Incentive Stock Option, the Option Price shall not be less than
               one hundred percent (100%) of the Fair Market Value per share of
               Stock covered by the Option on the date of grant (or in the case
               of an Incentive Stock Option granted to an Eligible Employee who,
               immediately prior to such grant, owns stock possessing more than
               ten percent (10%) of the total combined voting power of all
               classes of stock of the Corporation or any Subsidiary (a "Ten
               Percent Employee"), shall not be less than 110% of such Fair
               Market Value on the date of grant). For purposes of this Section
               3.2(A), a Participant (i) shall be considered as owning not only
               shares of the Stock owned individually, but also all shares that
               are at the time owned, directly or indirectly, by or for the
               spouse, ancestors, lineal descendants and brothers and sisters
               (whether by the whole or half blood) of such individual and (ii)
               shall be considered as owning proportionately any shares of Stock
               owned, directly or indirectly, by or for any corporation,
               partnership, estate or trust in which such individual shall be a
               stockholder, partner or beneficiary.

        (B)    The Option Price shall be payable in full in any one or more of
               the following ways, as shall be determined by the Committee to be
               applicable to any such Award:

               (i)     in cash; or

               (ii)    in shares of Stock (which are owned by the participant
                       free and clear of all liens and other encumbrances and
                       which are not subject to the restrictions set forth in
                       Article 5) having an aggregate Fair Market Value on the
                       date of exercise of the Option equal to the Option Price
                       for the shares being purchased; or

               (iii)   by requesting that the Corporation withhold such number
                       of shares of Stock then issuable upon exercise of the
                       Option as shall have an aggregate Fair Market Value equal
                       to the Option Price for the shares being acquired upon
                       exercise of the Option; or

               (iv)    by waiver of compensation due or accrued to the
                       Participant for services rendered; or

               (v)     provided that a public market for the Corporation's stock
                       exists:

                       (a) Through a "same day sale" commitment from the
                           Participant and a broker-dealer that is a member of
                           the National Association of Securities Dealers (an
                           "NASD Dealer") whereby the Participant irrevocably
                           elects to exercise the Option and to sell a portion
                           of the shares so purchased to pay the purchase price
                           (or a larger number of the shares so purchased), and
                           whereby the NASD Dealer irrevocably commits upon
                           receipt of such shares to forward the purchase price
                           directly to the Corporation (and any excess to the
                           Participant); or


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                       (b) Through a "margin" commitment from the Participant
                           and an NASD Dealer whereby the Participant
                           irrevocably elects to exercise the Option and to
                           pledge the shares so purchased to the NASD Dealer in
                           a margin account as security for a loan from the NASD
                           Dealer in the amount of the purchase price, and
                           whereby the NASD Dealer irrevocably commits upon
                           receipt of such shares to forward the purchase price
                           directly to the Corporation; or

               (vi)    by promissory note executed by the Participant,
                       evidencing his or her obligation to make future cash
                       payment thereof, secured by an applicable number of
                       shares of Stock or such other security as may be
                       determined by the Committee; provided, however, that in
                       no event may the Committee accept a promissory note for
                       an amount in excess of the difference between the
                       aggregate Option Price and the par value of the shares;
                       or

               (vii)   by any combination of the foregoing.

               If the Option Price is paid in whole or in part in shares of
               Stock, any portion of the Option Price representing a fraction of
               a share shall be paid in cash. The date of exercise of an Option
               shall be determined under procedures established by the
               Committee, and the Option Price shall be payable at such time or
               times as the Committee, in its discretion, shall determine. No
               shares shall be issued or delivered upon exercise of an Option
               until full payment of the Option Price has been made, provided
               that, for this purpose, tender of a promissory note shall
               constitute full payment of the principal amount of such
               promissory note. When full payment of the Option Price has been
               made and subject to the restrictions set forth in Article 5, the
               Participant shall be considered for all purposes to be the owner
               of the shares with respect to which payment has been made.
               Payment of the Option Price with shares shall not increase the
               number of shares of Stock which may be issued or delivered under
               the Plan as provided in Section 2.3.

         (C)   An Option may be exercised (i) at such time as the Option vests;
               or (ii) if and to the extent set forth in the applicable Award
               Agreement, prior to the date on which the Option vests provided
               that such Stock obtained shall be subject to the same
               requirements that are applicable to grants of Restricted Stock
               set forth in Article 5. No Incentive Stock Option shall be
               exercisable after the expiration of ten years (five years in the
               case of a Ten Percent Employee) from the date of grant. No
               Non-Qualified Stock Option shall be exercisable after the
               expiration of ten years and six months from the date of grant.
               Subject to this Section 3.2(C), 3.3(F), and 2.5, Options may be
               exercised at such times, in such amounts and subject to such
               restrictions as shall be determined by the Committee, in its
               discretion.

         (D)   Stock Appreciation Rights shall be exercisable to the extent that
               the related Option is exercisable and only by the same person or
               persons who are entitled to exercise the related Option. Stock
               Appreciation Rights shall entitle the Participant to surrender
               the related Option, or any portion thereof, and to receive from
               the Corporation in exchange therefor that number of shares of
               Stock having an aggregate Fair Market Value equal to the excess
               of the Fair Market Value of one share of Stock on such date of
               exercise over the Option Price per share, multiplied by the
               number of shares covered by the Option, or portion thereof, which
               is surrendered. Cash shall be paid in lieu of any fractional
               shares. The Committee shall have the authority, in its
               discretion, to determine that the obligation of the Corporation
               shall be paid in cash or part in cash and part in shares. The
               date of exercise of Stock Appreciation Rights shall be determined
               under procedures established by the Committee, and payment under
               this Section 3.2(D) shall be made by the Corporation as soon as
               practicable after the date of exercise. To the extent that an
               Option as to which Stock Appreciation Rights have been granted in
               conjunction therewith is exercised, the Stock Appreciation Rights
               shall be canceled.


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         (E)   No Option or Stock Appreciation Rights shall be transferable by a
               Participant other than by will, or if a Participant dies
               intestate, by the laws of descent and distribution of the state
               of domicile of the Participant at the time of death, and all
               Options and Stock Appreciation Rights shall be exercisable during
               the lifetime of a Participant only by the Participant.

         (F)   Unless otherwise determined by the Committee and set forth in the
               Award Agreement referred to in Section 2.5 or an amendment
               thereto, following the Termination of a Participant for any
               reason, such Participant must exercise any outstanding Option
               within one year from the date of Termination.

SECTION 3.3 RELOAD OPTIONS. Concurrently with the award of any Option under this
Plan or pursuant to an amendment of any outstanding stock option (such option is
hereinafter referred to as the "Underlying Option"), to any Participant in the
Plan, the Committee may grant a reload option (the "Reload Option") to such
Participant pursuant to which the Participant shall be entitled to purchase a
number of shares of Stock as specified below. A Reload Option shall be
exercisable for a number of shares of Stock equal to (i) the number of shares
delivered by the Participant to the Corporation to exercise the Underlying
Option pursuant to Section 3.2(B)(ii), (iii) or (v); and (ii) to the extent
authorized by the Committee, the number of shares used to satisfy any tax
withholding requirement incident to the exercise of the Underlying Option,
subject to the availability of shares of Stock under the Plan at the time of
such exercise. The grant of a Reload Option shall become effective upon the
exercise of an Underlying Option by delivering to the Corporation shares held by
the Participant pursuant to Section 3.2(B)(ii), (iii) or (v). Reload Options are
not intended to qualify as "Incentive Stock Options" under Section 422 of the
Code.

Each Award Agreement in connection with an Option granted under the Plan shall
state whether the Committee has authorized Reload Options with respect to the
Underlying Option covered by such agreement. Upon the exercise of an Underlying
Option, the Reload Option will be evidenced by an amendment to the stock option
agreement governing the Underlying Option.

The option price per share for a Reload Option shall be the Fair Market Value
per share of the Stock on the date the grant of the Reload Option becomes
effective.

Each Reload Option shall be fully exercisable subject to such limitations on
exercisability, if any, as may be imposed by the Committee in its discretion at
the time of the grant of the Underlying Option. The term of each Reload Option
shall be equal to the remaining option term of the Underlying Option.

No Reload Option shall be granted to a Participant when Options are exercised by
such Participant (or by such Participant's estate or personal representative)
pursuant to the terms of the Plan following the Participant's Termination.

Except as otherwise provided in this Section 3.3, the provisions of Article 3 of
the Plan applicable to Options shall apply equally to Reload Options.

SECTION 3.4 LIMITED STOCK APPRECIATION RIGHTS. Limited Stock Appreciation Rights
may be granted in connection with all or part of (i) an Incentive Stock Option
granted under this Plan at the time of the grant of such Option; or (ii) a
Non-Qualified Stock Option, at the time such Option is granted or at any time
thereafter during the term of such Option.

Limited Stock Appreciation Rights shall entitle the holder of an Option in
connection with which such Limited Stock Appreciation Rights are granted, upon
exercise of the Limited Stock Appreciation Rights, to surrender the Option, or
any applicable portion thereof, and any related Stock Appreciation Rights, to
the extent unexercised, and to receive an amount of cash determined pursuant to
this Section 3.4. Such Option, and any related Stock Appreciation Rights, shall,
to the extent so surrendered, thereupon cease to be exercisable.

Limited Stock Appreciation Rights shall be subject to the following terms and
conditions and to such other terms and conditions not inconsistent with the Plan
as shall from time to time be approved by the Committee.

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         (A)   Limited Stock Appreciation Rights shall be exercisable, subject
               to Section 3.4(B), during any one or more of the following
               periods:

               (i)        for a period of 60 days beginning on the date on which
                          shares of Stock are first purchased pursuant to a
                          tender offer or exchange offer (other than such an
                          offer by the Corporation), whether or not such offer
                          is approved or opposed by the Corporation and
                          regardless of the number of shares of Stock purchased
                          pursuant to such offer;

               (ii)       for a period of 60 days beginning on the date the
                          Corporation acquires knowledge that any person or
                          group deemed a person under Section 13(d)(3) of the
                          Exchange Act (other than any director of the
                          Corporation on November 1, 1989, any Affiliate or
                          Associate of any such director (with such terms having
                          the respective meanings set forth in Rule 12b-2 under
                          the Exchange Act as in effect on November 1, 1989),
                          any member of the family of any such director, any
                          trust (including the trustees thereof) established by
                          or for the benefit of any such persons, or any
                          charitable foundation, whether a trust or a
                          corporation (including the trustees and directors
                          thereof) established by or for the benefit of any such
                          persons), in a transaction or series of transactions
                          shall become the beneficial owner, directly or
                          indirectly (with beneficial ownership determined as
                          provided in Rule 13d-3, or any successor rule, under
                          the Exchange Act), of securities of the Corporation
                          entitling the person or group to 10% or more of all
                          votes (without consideration of the rights of any
                          class of stock to elect directors by a separate class
                          vote) to which all shareholders of the Corporation
                          would be entitled if the election of Directors were an
                          election held on such date;

               (iii)      for a period of 60 days beginning on the date of
                          filing under the Exchange Act of a Statement on
                          Schedule 13D, or any amendment thereto, by any person
                          or group deemed a person under Section 13(d)(3) of the
                          Exchange Act, disclosing an intention or possible
                          intention to acquire or change control of the
                          Corporation;

               (iv)       for a period of 60 days beginning on the date, during
                          any period of two consecutive years, when individuals
                          who at the beginning of such period constitute the
                          Board of the Corporation cease for any reason to
                          constitute at least a majority thereof, unless the
                          election, or the nomination for election by the
                          shareholders of the Corporation, of each new Director
                          was approved by a vote of at least two-thirds of the
                          Directors then still in office who were Directors at
                          the beginning of such period; and

               (v)        for a period of 60 days beginning on the date of
                          approval by the shareholders of the Corporation of an
                          agreement (a "reorganization agreement") providing for
                          (a) the merger or consolidation of the Corporation
                          with another corporation where the shareholders of the
                          Corporation, immediately prior to the merger or
                          consolidation, do not or will not beneficially own,
                          immediately after the merger or consolidation, shares
                          of the corporation issuing cash or securities in the
                          merger or consolidation entitling such shareholders to
                          50% or more of all votes (without consideration of the
                          rights of any class of stock to elect directors by a
                          separate class vote) to which all shareholders of such
                          corporation would be entitled in the election of
                          Directors or where the members of the Board of the
                          Corporation, immediately prior to the merger or
                          consolidation, do not or will not, immediately after
                          the merger or consolidation, constitute a majority of
                          the Board of the corporation issuing cash or
                          securities in the merger or consolidation or (b) the
                          sale or other disposition of all or substantially all
                          the assets of the Corporation.

         (B)   Limited Stock Appreciation Rights shall in no event be
               exercisable unless and until the holder of the Limited Stock
               Appreciation Rights shall have completed at least six months of
               continuous service with

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<PAGE>   10



               the Corporation or a Subsidiary, or both, immediately following
               the date upon which the Limited Stock Appreciation Rights shall
               have been granted.

         (C)   Upon exercise of Limited Stock Appreciation Rights, the holder
               thereof shall be entitled to receive an amount of cash in respect
               of each share of Stock subject to the related Option equal to the
               excess of the Fair Market Value of such share over the Option
               Price of such related Option. For purposes of Section 3.4 with
               respect to Limited Stock Appreciation Rights, Fair Market Value
               shall mean the higher of (i) the highest daily average of the bid
               and ask prices of the Corporation's Stock as quoted by the Nasdaq
               National Market System (or other over-the-counter nationally
               recognized quotation service) or as reported on such national
               securities exchange on which the Corporation's Stock is then
               registered, in each case during the 90-day period ending on the
               date of exercise of the applicable Limited Stock Appreciation
               Right; or (ii)(a) in the event of a tender offer or exchange
               offer for Stock the highest price paid for Stock pursuant to any
               tender offer or exchange offer in effect at any time during the
               90 days ending on the date of exercise of the applicable Limited
               Stock Appreciation Rights; (b) in the event of the acquisition by
               any person or group of beneficial ownership of securities of the
               Corporation entitling the person or group to 10% or more of all
               votes to which all shareholders of the Corporation would be
               entitled in the election of Directors or in the event of the
               filing of a Statement on Schedule 13D, or any amendment thereto,
               disclosing an intention or possible intention by any person or
               group to acquire control of the Corporation, the highest price
               per share paid for Stock shown on the Statement on Schedule 13D,
               or any amendment thereto, filed by the person or group becoming a
               10% beneficial owner or disclosing an intention or possible
               intention to acquire control of the Corporation; or (c) in the
               event of approval by shareholders of the Corporation of a
               reorganization agreement, the fixed or formula price specified in
               the reorganization agreement if such price is determinable as of
               the date of exercise of the Limited Stock Appreciation Rights.
               Any securities or property which are part or all of the
               consideration paid for Stock in a tender offer or exchange offer
               or under an approved reorganization agreement shall be valued at
               the higher of (x) the valuation placed on such securities or
               property by the person making the tender offer or exchange offer
               or by the corporation other than the Corporation issuing
               securities or property in the merger or consolidation or to whom
               the Corporation is selling or otherwise disposing of all or
               substantially all the assets of the Corporation or (y) the
               valuation placed on such securities or property by the Committee.

         (D)   To the extent that Limited Stock Appreciation Rights shall be
               exercised, the Option in connection with which such Limited Stock
               Appreciation Rights shall have been granted shall be deemed to
               have been exercised and any related Stock Appreciation Rights
               shall be canceled. To the extent that the Option in connection
               with which Limited Stock Appreciation Rights shall have been
               granted or any related Stock Appreciation Rights shall be
               exercised, the Limited Stock Appreciation Rights granted in
               connection with such Option shall be canceled.

                                    ARTICLE 4
                                PERFORMANCE UNITS

SECTION 4.1 PERFORMANCE PERIOD AND OBJECTIVES. The Committee shall determine a
performance period (the "Performance Period") of one or more years and shall
determine the performance objectives for grants of Performance Units.
Performance objectives may vary from Participant to Participant and shall be
based upon such performance criteria or combination of factors as the Committee
may deem appropriate, including, but not limited to, minimum earnings per share,
return on equity or performance by a subsidiary or division of the Corporation
or any of its Subsidiaries. Performance Periods may overlap and Participants may
participate simultaneously with respect to Performance Units for which different
Performance Periods are prescribed.

SECTION 4.2 ELIGIBILITY. At the beginning of a Performance Period, the Committee
shall determine for each Participant or group of Participants eligible for
Performance Units with respect to that Performance Period the range of


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<PAGE>   11


dollar values, if any, which may be fixed or may vary in accordance with such
performance or other criteria specified by the Committee, which shall be paid to
a Participant as an Award if the relevant measure of Corporation performance for
the Performance Period is met.

SECTION 4.3 SIGNIFICANT EVENT. If during the course of a Performance Period
there shall occur a significant event or events (a "Significant Event") as
determined by the Committee, including, but not limited to, a reorganization of
the Corporation, which the Committee expects to have a substantial effect on a
performance objective during such period, the Committee may revise such
objective.

SECTION 4.4 TERMINATION. If an Eligible Individual terminates service with the
Corporation or any of its Subsidiaries during a Performance Period because of
death, Participant Disability, retirement on or after age 62, or at an earlier
age with the consent of the Corporation, or a Significant Event, as determined
by the Committee, that Eligible Individual shall be entitled to payment in
settlement of each Performance Unit for which the Performance Period was
prescribed (i) based upon the performance objectives satisfied at the end of
such period; and (ii) prorated for the portion of the Performance Period during
which the Eligible Individual was employed or retained by the Corporation or any
of its Subsidiaries; provided, however, the Committee may provide for an earlier
payment in settlement of such Performance Unit in such amount or amounts and
under such terms and conditions as the Committee deems appropriate or desirable
with the consent of the Eligible Individual. If an Eligible Individual
terminates service with the Corporation or any of its Subsidiaries during a
Performance Period for any other reason, such Eligible Individual shall not be
entitled to any payment with respect to that Performance Period unless the
Committee shall otherwise determine.

SECTION 4.5 AWARD. Each Performance Unit shall be paid in cash either as a lump
sum payment or in annual installments, as the Committee shall determine, at the
time of grant of the Performance Unit or otherwise, commencing as soon as
practicable after the end of the relevant Performance Period.

                                    ARTICLE 5
                                RESTRICTED STOCK

SECTION 5.1 AWARD. Restricted Stock may be received by an Eligible Individual
either as an Award or as the result of an exercise of an Option or Stock
Appreciation Right, when such award has not vested. Restricted Stock shall be
subject to a restriction period (after which restrictions shall lapse) which
shall mean a period commencing on the date the Award is granted and ending on
such date or upon the achievement of such performance or other criteria as the
Committee shall determine (the "Restriction Period"). The Committee may provide
for the lapse of restrictions in installments where deemed appropriate.

SECTION 5.2 RESTRICTION PERIOD. Except as otherwise provided in this Article 5,
no shares of Restricted Stock received by an Eligible Individual shall be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of during
the Restriction Period; provided, however, that the Restriction Period for any
recipient of Restricted Stock shall expire and all restrictions on shares of
Restricted Stock shall lapse upon death, Disability, retirement on or after age
62 or an earlier age with the consent of the Corporation, or upon a Significant
Event, as determined by the Committee.

SECTION 5.3 TERMINATION. Except as otherwise provided in Section 5.2 above, if
an Eligible Individual terminates employment or service with the Corporation or
any of its Subsidiaries for any reason before the expiration of the Restriction
Period, all shares of Restricted Stock still subject to restriction shall,
unless the Committee otherwise determines, be forfeited by the recipient and
shall be reacquired by the Corporation, and in the case of Restricted Stock
purchased through the exercise of an Option, the Corporation shall refund the
purchase price paid on the exercise of the Option. Upon such forfeiture, such
forfeited shares of Restricted Stock shall again become available for award
under the Plan.


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<PAGE>   12


SECTION 5.4 RESTRICTED STOCK CERTIFICATES. The Committee may require, under such
terms and conditions as it deems appropriate or desirable, that the certificates
for Restricted Stock delivered under the Plan be held in custody by a bank or
other institution, or that the Corporation may itself hold such shares in
custody until the Restriction Period expires or until restrictions thereon
otherwise lapse, and may require, as a condition of any receipt of Restricted
Stock, that the recipient shall have delivered a stock power endorsed in blank
relating to the Restricted Stock.

SECTION 5.5 EXCHANGE OF SHARES. Nothing in this Article 5 shall preclude a
recipient of Restricted Stock from exchanging any shares of Restricted Stock
subject to the restrictions contained herein for any other shares of Stock that
are similarly restricted.

                                    ARTICLE 6
                                  PHANTOM STOCK

SECTION 6.1 AWARD. The Committee shall have authority, in its discretion, to
grant deferred compensation to an Eligible Individual by the award of Phantom
Stock, the value of which is related to the value of the Stock of the Company.

SECTION 6.2 VALUE. An Award of Phantom Stock shall entitle the Participant to
receive from the Corporation cash and/or shares of Stock having an aggregate
fair market value equal to the Fair Market Value of a share of Stock on such
date, or upon the occurrence of one or more events, as may be specified in the
Award Agreement for any Phantom Stock.

SECTION 6.3 TERMINATION. If the Participant is Terminated for any reason prior
to the vesting of the Phantom Stock Award, the Participant's rights with respect
to the Phantom Stock will terminate and be forfeited, and neither the
Participant nor his or her heirs, personal representatives, successors or
assigns shall have any future rights with respect to any such Phantom Stock.

                                    ARTICLE 7
                        CERTIFICATES FOR AWARDS OF STOCK

SECTION 7.1 STOCK CERTIFICATES. Subject to Section 5.4 and except as otherwise
provided in this Section 7.1, each Participant entitled to receive shares of
Stock under the Plan shall be issued a certificate for such shares. Such
certificate shall be registered in the name of the Eligible Individual and shall
bear an appropriate legend reciting the terms, conditions and restrictions, if
any, applicable to such shares and shall be subject to appropriate stop-transfer
orders. To the extent that the Plan provides for issuance of stock certificates
to reflect the issuance of shares of Stock, the issuance may be effected on a
non-certificated basis, to the extent not prohibited by applicable law or the
applicable rules of any stock exchange. If the issuance of shares under the Plan
is effected on a non-certificated basis, the issuance of shares to a Participant
shall be reflected by crediting (by means of a book entry) the applicable number
of shares of Stock to an account maintained by the Corporation in the name of
such Participant, which account may be an account maintained by the Corporation
for such Participant under any dividend reinvestment program offered by the
Corporation.

SECTION 7.2 COMPLIANCE WITH LAWS AND REGULATIONS. The Corporation shall not be
required to issue or deliver any certificates for shares of Stock, or to effect
the issuance of any non-certificated shares as provided in Section 7.1, prior to
(i) the listing of such shares on any stock exchange or quotation system on
which the Stock may then be listed; and (ii) the completion of any registration
or qualification of such shares under any Federal or state law, or any ruling or
regulation of any government body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable.

SECTION 7.3 RESTRICTIONS. All certificates for shares of Stock delivered under
the Plan (and all non-certificated shares credited to a Participant's account as
provided in Section 7.1) shall also be subject to such stop-transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange or quotation system upon which the Stock is then listed and
any

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<PAGE>   13



applicable Federal or state securities laws; and the Committee may cause a
legend or legends to be placed on any such certificates to make appropriate
reference to such restrictions. The foregoing provisions of this Section 7.3
shall not be effective if and to the extent that the shares of Stock delivered
under the Plan are covered by an effective and current registration statement
under the Securities Act of 1933, or if and so long as the Committee determines
that application of such provisions is no longer required or desirable. In
making such determination, the Committee may rely upon an opinion of counsel for
the Company.

SECTION 7.4 RIGHTS OF STOCKHOLDERS. Except for the restrictions on Restricted
Stock under Article 5, each Participant who receives an award of Stock shall
have all of the rights of a stockholder with respect to such shares, including
the right to vote the shares and receive dividends and other distributions. No
Eligible Individual awarded an Option, a Stock Appreciation Right, a Limited
Stock Appreciation Right or Phantom Stock shall have any right as a stockholder
with respect to any shares subject to such Award prior to the date of issuance
to him or her of a certificate or certificates for such shares, or if
applicable, the crediting of non-certificated shares to an account maintained by
the Corporation in the name of such Eligible Individual.

                                    ARTICLE 8
                                  MISCELLANEOUS

SECTION 8.1 EFFECT OF THE PLAN ON THE RIGHTS OF EMPLOYEES AND EMPLOYER. Neither
the adoption of the Plan nor any action of the Board or the Committee pursuant
to the Plan shall be deemed to give any Eligible Individual any right to be
granted an Award under the Plan and nothing in the Plan, in any Award granted
under the Plan or in any Award Agreement shall confer any right to any
Participant to continue in the employment of the Corporation or any Subsidiary
or to continue to be retained to provide services to the Corporation or any
Subsidiary as a non-employee director, consultant or independent contractor or
interfere in any way with the rights of the Corporation or any Subsidiary to
terminate a Participant at any time.

SECTION 8.2 AMENDMENT. The right to alter and amend the Plan at any time and
from time to time and the right to revoke or terminate the Plan or to suspend
the granting of Awards pursuant to the Plan are hereby specifically reserved to
the Board; provided always that no such revocation, termination, alteration or
suspension of any Award shall terminate any outstanding Award theretofore
granted under the Plan, unless there is a liquidation or a dissolution of the
Corporation; and provided further that no such alteration or amendment of the
Plan shall, without prior stockholder approval (i) increase the total number of
shares which may be issued or delivered under the Plan; (ii) make any changes in
the class of Eligible Individuals; (iii) extend the period set forth in the Plan
during which Awards may be granted; or (iv) or make any changes that require
shareholder approval under the rules and regulations of any securities exchange
or market on which the Common Stock is traded. No alteration, amendment,
revocation or termination of the Plan or suspension of any Award shall, without
the written consent of the holder of an Award theretofore granted under the
Plan, adversely affect the rights of such holder with respect to such Award.

SECTION 8.3 EFFECTIVE DATE AND DURATION OF PLAN. The effective date and date of
adoption of the Plan shall be January 21, 2001 (the "Effective Date"), the date
of adoption of the Plan by the Board, provided that such adoption of the Plan by
the Board is approved by the affirmative vote of the holders of at least a
majority of the outstanding shares of Stock at a meeting of such holders duly
called, convened and held within one year of the Effective Date. No Award
granted under the Plan prior to such shareholder approval may be exercised until
after such approval. No Award may be granted under the Plan subsequent to
January 21, 2011.

SECTION 8.4 UNFUNDED STATUS OF PLAN. The Plan shall be unfunded. The Corporation
shall not be required to establish any special or separate fund nor to make any
other segregation of assets to assume the payment of any benefits under the
Plan. With respect to any payments not yet made to a Participant pursuant to an
Award, nothing contained in the Plan or any Award shall give any such
Participant any rights that are greater than those of a general unsecured
creditor of the Corporation; provided, however, that the Committee may authorize
the creation of trusts or make other arrangements to meet the Corporation's
obligations under the Plan to deliver cash, shares or other property pursuant to

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<PAGE>   14



any Award, which trusts or other arrangements shall be consistent with the
"unfunded" status of the Plan unless the Committee otherwise determines.

SECTION 8.5 EMPLOYEE STATUS. For purposes of determining questions of
termination and exercise of an Option or Stock Appreciation Right after a
Participant's Termination, a leave of absence for military or government
service, illness, temporary disability or other reasons approved by a duly
authorized officer of the Company shall not be treated as Termination or
interruption of employment or engagement; provided, however, that, with respect
to an Incentive Stock Option, if such leave of absence exceeds 90 days, such
Option shall be deemed a Non-Qualified Stock Option unless the Eligible
Individual's right to reemployment with the Company or a Subsidiary following
such leave of absence is guaranteed by statute or by contract; provided,
however, that no Award may be granted to an employee while he or she is absent
on leave.

SECTION 8.6 TAX WITHHOLDING. Whenever the Corporation proposes or is required to
distribute Stock under the Plan, the Corporation may require the recipient to
remit to the Corporation an amount sufficient to satisfy any Federal, state and
local tax withholding requirements prior to the delivery of any certificate for
such shares or, in the discretion of the Committee, the Corporation may withhold
from the shares to be delivered shares sufficient to satisfy all or a portion of
such tax withholding requirements. Whenever under the Plan payments are to be
made in cash, such payments may be net of an amount sufficient to satisfy any
Federal, state and local tax withholding requirements.

SECTION 8.7 BENEFITS. Amounts received under the Plan are not to be taken into
account for purposes of computing benefits under other plans unless the
Corporation determines to do so.

SECTION 8.8 SUCCESSORS AND ASSIGNS. The terms of the Plan shall be binding upon
the Corporation and its successors and assigns.

SECTION 8.9 HEADINGS. Captions preceding the sections hereof are inserted solely
as a matter of convenience and in no way define or limit the scope or intent of
any provision hereof.

SECTION 8.10 FEDERAL AND STATE LAWS, RULES AND REGULATIONS. The Plan and the
grant of Awards shall be subject to all applicable federal and state laws, rules
and regulations and to such approval by any government or regulatory agency as
may be required.


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