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                                  EXHIBIT 10.4

                               THE GOOD GUYS, INC.

                              AMENDED AND RESTATED

                            1994 STOCK INCENTIVE PLAN

                        (AS AMENDED THROUGH May 1, 2003)

         1.                PURPOSE.

                  The purposes of the 1994 Stock Incentive Plan (the "Plan") are
to enable The Good Guys, Inc. (the "Corporation") and its Subsidiaries, if any,
to attract and retain directors, employees and consultants and to provide them
with additional incentive to advance the interests of the Corporation. For the
purposes of the Plan, the term "Subsidiary" means any corporation or other
entity in which the Corporation has, directly or indirectly, an equity interest
representing 50% or more of the capital stock thereof or equity interests
therein.

         2.                ADMINISTRATION.

                  (a) The Plan shall be administered by a committee (the
"Committee") appointed by the Board of Directors of the Corporation (the
"Board") and consisting of not less than two non-employee directors (as defined
under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
"1934 Act"), or any successor rule.

                  (b) The Committee shall interpret the Plan and prescribe such
rules, regulations and procedures in connection with the Plan as it shall deem
to be necessary and advisable for the administration of the Plan.

         3.                ELIGIBILITY.

                  Officers, other key employees, non-employee directors and
consultants of the Corporation or any Subsidiary shall be eligible to be granted
stock options and to receive restricted share, restricted share unit,
performance unit or bonus share awards as described herein, with the exception
that non-employee directors and consultants shall not be eligible to receive
incentive stock options.

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         4.                SHARES AVAILABLE.

                  The aggregate number of shares of the Corporation's Common
Stock, $.001 par value ("Common Stock"), which may be issued and as to which
grants or awards of stock options, restricted shares, restricted share units,
performance units or bonus shares may be made under the Plan is 3,500,0001
shares subject to adjustment and substitution as set forth in Section 8. If any
stock option granted under the Plan is cancelled by mutual consent or terminates
or expires for any reason without having been exercised in full, the number of
shares subject thereto shall again be available for purposes of the Plan. If
shares of Common Stock or the right to receive shares of Common Stock are
forfeited to the Corporation pursuant to the restrictions applicable to
restricted shares or restricted share units awarded under the Plan, the shares
so forfeited or covered by such right shall not again be available for the
purposes of the Plan. To the extent any award of performance units is not earned
or is paid in cash rather than shares, the number of shares covered thereby
shall again be available for purposes of the Plan. The shares which may be
issued under the Plan may be either authorized but unissued shares or treasury
shares or partly each, as shall be determined from time to time by the Board.

         5.                GRANTS AND AWARDS.

                  (a) The Committee shall have authority, in its discretion, to
grant incentive stock options pursuant to Section 422 of the Code to officers
and other key employees and to grant non-qualified stock options and award
restricted shares, restricted share units, performance units and bonus shares to
officers, other key employees, non-employee directors and consultants.

                  Notwithstanding any other provision contained in the Plan or
in any stock option agreement, the aggregate fair market value, determined on
the date of grant, of the shares with respect to which incentive stock options
are exercisable for the first time by an employee during any calendar year under
all plans of the corporation employing such employee, any parent or subsidiary
corporation of such corporation and any predecessor corporation of any such
corporation shall not exceed $100,000; provided, however, that all or any
portion of a stock option which cannot be exercised because of such limitation
shall be treated as a non-qualified option.

                  The maximum number of shares covered by all grants or awards
in any fiscal year of the Corporation to any participant shall not exceed
250,000 (subject to adjustment and substitution as set forth in Section 8).

                  (b) On the date on which the Board appoints, or the
shareholders of the Corporation elect, a person who is not an employee of the
Corporation as a member of the Board for the first time, such director shall be
awarded a non-qualified option under this Plan to purchase 20,000 shares of
Common Stock. Each such option shall have an exercise price per share equal to
the fair market value of the shares of the Corporation on the date of such award
and shall vest as to the total number of shares covered thereby on the first
anniversary date of the grant of the option (or, as to options awarded by reason
of election at an annual meeting of shareholders, on the day

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(1) Subject to approval of the increase by 500,000 in the number of shares
    covered by the Plan at the Annual Meeting of Stockholders to be held in June
    2003.

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immediately preceding the next annual meeting, if earlier). Except as otherwise
specifically provided in this Section 5(b), the terms of this Plan, shall apply
to all options granted pursuant to this Section 5(b).

                  (c) If a grantee of a stock option, restricted share or
performance unit engages in the operation or management of a business (whether
as owner, partner, officer, director, employee or otherwise and whether during
or after termination of employment) which is in competition with the Corporation
or any of its Subsidiaries, the Committee may immediately terminate all
outstanding stock options held by the grantee, declare forfeited all restricted
shares or restricted share units held by the grantee as to which the
restrictions have not yet lapsed and terminate all outstanding performance unit
awards held by the grantee for which the applicable Performance Period has not
been completed; provided, however, that this sentence shall not apply if the
lapse of the restrictions applicable to restricted shares or restricted share
units has been accelerated as provided in Section 9A (c), or if a performance
unit has been deemed to have been earned as provided in Section 9A (d). Whether
a grantee has engaged in the operation or management of a business which is in
competition with the Corporation or any of its Subsidiaries shall be determined
by the Committee in its discretion, and any such determination shall be final
and binding.

         6.                TERMS AND CONDITIONS OF STOCK OPTIONS.

                  Stock options granted under the Plan shall be subject to the
following terms and conditions:

                           (a) The purchase price at which each stock option may
                           be exercised (the "option price") shall not be less
                           than one hundred percent (100%) of the fair market
                           value per share of the Common Stock covered by the
                           stock option on the date of grant; provided, however,
                           that in the case of an incentive stock option granted
                           to an 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 a Subsidiary (a "Ten
                           Percent Employee"), the option price shall not be
                           less than one hundred ten percent (110%) of such fair
                           market value on the date of grant. For purposes of
                           this Section 6(a), an individual (i) shall be
                           considered as owning not only shares of stock owned
                           individually but also all shares of stock 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 owned, directly or
                           indirectly, by or for any corporation, partnership,
                           estate or trust in which such individual is a
                           shareholder, partner or beneficiary.

                           (b) The option price for each stock option shall be
                           paid in full upon exercise and shall be payable in
                           cash in United States dollars (including check, bank
                           draft or money order), which may include

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                           cash forwarded through a broker or other
                           agent-sponsored exercise or financing program;
                           provided, however, that in lieu of such cash the
                           person exercising the stock option may pay the option
                           price in whole or in part by delivering to the
                           Corporation shares of Common Stock having a fair
                           market value on the date of exercise of the stock
                           option equal to the option price for the shares being
                           purchased; except that (i) any portion of the option
                           price representing a fraction of a share shall in any
                           event be paid in cash and (ii) no shares of Common
                           Stock which have been held for less than six months
                           may be delivered in payment of the option price of a
                           stock option. Notwithstanding any procedure of a
                           broker or other agent-sponsored exercise or financing
                           program, if the option price is paid in cash, the
                           exercise of the stock option shall not be deemed to
                           occur and no shares of the Common Stock will be
                           issued until the Corporation has received full
                           payment in cash (including check, bank draft or money
                           order) for the option price from the broker or other
                           agent. The date of exercise of a stock option shall
                           be determined under procedures established by the
                           Committee, and as of the date of exercise the person
                           exercising the stock option shall be considered for
                           all purposes to be the owner of the shares with
                           respect to which the stock option has been exercised.
                           Payment of the option price with shares shall not
                           increase the number of shares of Common Stock
                           available for issuance under the Plan.

                           (c) No stock option shall be exercisable during the
                           first six months of its term, subject to the
                           provision of Section 9 hereof. No stock option shall
                           be exercisable after the expiration of ten years
                           (five years in the case of an incentive stock option
                           granted to a Ten Percent Employee) from the date of
                           grant. To the extent it is exercisable, a stock
                           option may be exercised at any time in whole or in
                           part.

                           (d) The Committee shall have the power to set the
                           time or times within which each option shall be
                           exercisable, and to accelerate the time or times of
                           exercise. Unless the stock option agreement otherwise
                           provides, the option shall become exercisable on a
                           cumulative basis as to one-third of the total number
                           of shares covered thereby on each of the first,
                           second and third anniversary dates of the date of
                           grant of the option.

                           (e) No stock option shall be transferable by the
                           grantee otherwise than by will, or if the grantee
                           dies intestate, by the laws of descent and
                           distribution of the state of domicile of the grantee
                           at the time of death, provided that a non-qualified
                           stock option may be transferred by a grantee to a
                           trust or other entity established by the grantee for
                           estate planning purposes. Except for exercises of
                           non-

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                           qualified stock options by trusts or entities
                           established by the grantee for estate tax purposes,
                           all stock options shall be exercisable during the
                           lifetime of the grantee only by the grantee.

                           (f) Unless the Committee, in its discretion, shall
                           otherwise determine:

                           (i) If the employment, directorship or consultantship
                           of a grantee terminates, other than by reason of the
                           death of the grantee or the grantee becoming disabled
                           within the meaning of Section 422(c)(6) of the Code
                           ("Disabled Grantee") any then outstanding stock
                           option held by such grantee shall be exercisable by
                           the grantee (but only to the extent exercisable by
                           the grantee immediately prior to such termination) at
                           any time prior to the expiration date of such stock
                           option or within three months after the date of such
                           termination, whichever is the shorter period;

                           (ii) If the employment, directorship or
                           consultantship of a grantee who is a Disabled Grantee
                           is terminated, any then outstanding stock option held
                           by such grantee shall be exercisable by the grantee
                           in full (whether or not so exercisable by the grantee
                           immediately prior to such termination) by the grantee
                           at any time prior to the expiration date of such
                           stock option or within one year after the date of
                           such termination, whichever is the shorter period;

                           (iii) Following the death of a grantee during
                           employment or while serving as a director or a
                           consultant, any outstanding stock option held by the
                           grantee at the time of death shall be exercisable in
                           full (whether or not so exercisable by the grantee
                           immediately prior to the death of the grantee) by the
                           person entitled to do so under the will of the
                           grantee, or, if the grantee shall fail to make
                           testamentary disposition of the stock option or shall
                           die intestate, by the legal representative of the
                           grantee at any time prior to the expiration date of
                           such stock option or within one year after the date
                           of death, whichever is the shorter period; and

                           (iv) Following the death of a grantee after
                           termination of employment or his or her directorship
                           or his or her consultantship during a period within
                           which a stock option is exercisable, any outstanding
                           stock option held by the grantee at the time of death
                           shall be exercisable by such person entitled to do so
                           under the will of the grantee or by such legal
                           representative (but only to the extent the stock
                           option was exercisable by the grantee immediately
                           prior to the death of the grantee) at any time prior
                           to the expiration date of such stock option or within
                           one year after the date of death, whichever is the
                           shorter period.

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                  Whether a grantee is a Disabled Grantee shall be determined in
each case by the Committee in its discretion and any such determination by the
Committee shall be final and binding.

                           (g) All stock options shall be confirmed by an
                           agreement, which shall be executed on behalf of the
                           Corporation by the Chief Executive Officer (if other
                           than the President), the President or any Vice
                           President of the Corporation and by the grantee.

                           (h) The term "fair market value" for all purposes of
                           the Plan shall mean the market price of the Common
                           Stock, determined by the Committee as follows:

                           (i) If the Common Stock is traded on a stock
                           exchange, then the Fair Market Value shall be equal
                           to the closing price reported by the applicable
                           composite-transactions report for such date;

                           (ii) If the Common Stock is traded in the Nasdaq
                           Stock Market and is classified as a national market
                           issue, then the Fair Market Value shall be equal to
                           the last-transaction price quoted by the Nasdaq
                           National Market system for such date;

                           (iii) If the Common Stock is traded in the Nasdaq
                           Stock Market, but is not classified as a national
                           market issue, then the Fair Market Value shall be
                           equal to the mean between the last reported
                           representative bid and asked prices quoted by the
                           Nasdaq system for such date; and

                           (iv) If none of the foregoing provisions is
                           applicable, then the Fair Market Value shall be
                           determined by the Committee in good faith on such
                           basis as it deems appropriate.

                           (v) The obligation of the Corporation to issue shares
                           of Common 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, if any, on which
                           the Common Stock may then be listed and (iii) all
                           other applicable laws, regulations, rules and orders
                           which may then be in effect.

                  Subject to the foregoing provisions of this Section and the
other provisions of the Plan, any stock option granted under the Plan may be
exercised at such times and in such amounts and be subject to such restrictions
and other terms and conditions, if any, as shall be determined, in its
discretion, by the Committee and set forth in the agreement referred to in
Section 6(i), or an amendment thereto.

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         7.                TERMS AND CONDITIONS OF RESTRICTED SHARE, RESTRICTED
                           SHARE UNIT, PERFORMANCE UNIT AND BONUS SHARE AWARDS.

                  (a) Restricted Shares and Units. Restricted share or
restricted share unit awards shall be evidenced by a written agreement in the
form prescribed by the Committee in its discretion, which shall set forth the
number of restricted shares of Common Stock or restricted share units entitling
the holder to receive shares of Common Stock awarded, the restrictions imposed
thereon (including, without limitation, restrictions on the right of the grantee
to sell, assign, transfer or encumber such shares or units while such shares or
units are subject to other restrictions imposed under this Section 7), the
duration of such restrictions, events (which may, in the discretion of the
Committee, include performance-based events) the occurrence of which would cause
a forfeiture of restricted shares or restricted share units and such other terms
and conditions as the Committee in its discretion deems appropriate. Restricted
share or restricted share unit awards shall be effective only upon execution of
the applicable restricted share or restricted share unit agreement on behalf of
the Corporation by the Chief Executive Officer (if other than the President),
the President or any Vice President, and by the grantee.

                  Restricted shares or restricted share units may be issued for
no consideration other than for services to be rendered or for such
consideration as shall be determined at the time of award by the Committee.

                  Except as the Committee may otherwise in its sole discretion
determine, if the employment, directorship or consultantship of the holder of
restricted shares or restricted share units terminates for any reason, all
unvested restricted shares or restricted share units shall be forfeited.

                  Following a restricted share award and prior to the lapse or
termination of the applicable restrictions, the Committee shall deposit share
certificates for such restricted shares in escrow (which may be an escrow in the
custody of an officer of the Corporation). Upon the lapse or termination of the
applicable restrictions (and not before such time), the grantee shall be issued
or transferred share certificates for such restricted shares. From the date a
restricted share award is effective, the grantee shall be a shareholder with
respect to all the shares represented by such certificates and shall have all
the rights of a shareholder with respect to all such shares, including the right
to vote such shares and to receive all dividends and other distributions paid
with respect to such shares, subject only to the restrictions imposed by the
Committee. The grantee of restricted share units shall not have any rights as a
shareholder until the delivery to the grantee of shares on lapse of the
restrictions imposed.

                  (b) Performance Units. The Committee may award performance
units which shall be earned by an awardee based on the level of performance over
a specified period of time by the Corporation, a Subsidiary or Subsidiaries, any
branch, department or other portion thereof or the awardee individually, as
determined by the Committee. For the purposes of the grant of performance units,
the following definitions shall apply:

                      (i) "Performance unit" shall mean an award, expressed in
         dollars or shares of Common Stock, granted to an awardee with respect
         to a Performance Period. Awards expressed in dollars may be established
         as fixed dollar amounts, as a percentage of salary,

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         as a percentage of a pool based on earnings of the Corporation, a
         Subsidiary or Subsidiaries or any branch, department or other portion
         thereof or in any other manner determined by the Committee in its
         discretion, provided that the amount thereof shall be capable of being
         determined as a fixed dollar amount as of the close of the Performance
         Period.

                      (ii) "Performance Period" shall mean an accounting period
         of the Corporation or a Subsidiary of not less than one year, as
         determined by the Committee in its discretion.

                      (iii) "Performance Target" shall mean that level of
         performance established by the Committee which must be met in order for
         the performance unit to be fully earned. The Performance Target may be
         expressed in terms of earnings per share, return on assets, asset
         growth, ratio of capital to assets or such other level or levels of
         accomplishment by the Corporation, a Subsidiary or Subsidiaries, any
         branch, department or other portion thereof or the awardee individually
         as may be established or revised from time to time by the Committee.

                      (iv) "Minimum Target" shall mean a minimal level of
         performance established by the Committee which must be met before any
         part of the performance unit is earned. The Minimum Target may be the
         same as or less than the Performance Target in the discretion of the
         Committee.

                  An awardee shall earn the performance unit in full by meeting
the Performance Target for the Performance Period. If the Minimum Target has not
been attained at the end of the Performance Period, no part of the performance
unit shall have been earned by the awardee. If the Minimum Target is attained
but the Performance Target is not attained, the portion of the performance unit
earned by the awardee shall be determined on the basis of a formula established
by the Committee.

                  Payment of earned performance units shall be made to awardees
following the close of the Performance Period as soon as practicable after the
time the amount payable is determined by the Committee. Payment in respect of
earned performance units, whether expressed in dollars or shares, may be made in
cash, in shares of Common Stock, or partly in cash and partly in shares of
Common Stock, as determined by the Committee at the time of payment. For this
purpose, performance units expressed in dollars shall be converted to shares,
and performance units expressed in shares shall be converted to dollars, based
on the fair market value of the Common Stock, as of the date the amount payable
is determined by the Committee.

                  Except as the Committee may otherwise in its sole discretion
determine, if the employment, directorship or consultantship of an awardee of
performance units terminates prior to the close of a Performance Period for any
reason, the performance units of the awardee shall be deemed not to have been
earned, and no portion of such performance units may be paid. Performance unit
awards shall be evidenced by a written agreement in the form prescribed by the
Committee which shall set forth the amount or manner of determining the amount
of the performance unit, the Performance Period, the Performance Target and any
Minimum Target and such other terms and conditions as the Committee in its
discretion deems appropriate. Performance unit awards shall be effective only
upon execution of the applicable performance

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unit agreement on behalf of the Corporation by the Chief Executive Officer (if
other than the President), the President or any Vice President, and by the
awardee.

                  (c) Bonus Shares. The Committee shall have the authority in
its discretion to award bonus shares of Common Stock to officers, other key
employees, non-employee directors or consultants from time to time in
recognition of the contribution of the awardee to the performance of the
Corporation, a Subsidiary or Subsidiaries, or any branch, department or other
portion thereof, in recognition of the awardee's individual performance or on
the basis of such other factors as the Committee may deem relevant.

                  8.       ADJUSTMENT AND SUBSTITUTION OF SHARES.

                  If a dividend or other distribution shall be declared upon the
Common Stock payable in shares of the Common Stock, the number of shares of the
Common Stock then subject to any outstanding stock options, restricted share
units or performance unit awards and the number of shares of the Common Stock
which may be issued under the Plan but are not then subject to outstanding stock
options or awards shall be adjusted by adding thereto the number of shares of
the Common Stock which would have been distributable thereon if such shares had
been outstanding on the date fixed for determining the shareholders entitled to
receive such stock dividend or distribution. Shares of Common Stock so
distributed with respect to any restricted shares held in escrow shall be held
by the Corporation in escrow and shall be subject to the same restrictions as
are applicable to the restricted shares on which they were distributed.

                  If the outstanding shares of the Common 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 the Common Stock subject to any then outstanding stock option,
restricted share unit or performance unit award, and for each share of the
Common Stock which may be issued under the Plan but which is not then subject to
any outstanding stock option or award, the number and kind of shares of stock or
other securities into which each outstanding share of the Common Stock shall be
so changed or for which each such share shall be exchangeable. Unless otherwise
determined by the Committee in its discretion, any such stock or securities, as
well as any cash or other property, into or for which any restricted shares held
in escrow shall be changed or exchangeable in any such transaction shall also be
held by the Corporation in escrow and shall be subject to the same restrictions
as are applicable to the restricted shares in respect of which such stock,
securities, cash or other property was issued or distributed.

                  In case of any adjustment or substitution as provided for in
this Section 8, the aggregate option price for all shares subject to each then
outstanding stock 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.

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                  No adjustment or substitution provided for in this Section 8
shall require the Corporation to issue or sell a fraction of a share or other
security. Accordingly, all fractional shares or other securities which result
from any such adjustment or substitution shall be eliminated and not carried
forward to any subsequent adjustment or substitution. Owners of restricted
shares held in escrow shall be treated in the same manner as owners of Common
Stock not held in escrow with respect to fractional shares created by an
adjustment or substitution of shares, except that, unless otherwise determined
by the Committee in its discretion, any cash or other property paid in lieu of a
fractional share shall be subject to restrictions similar to those applicable to
the restricted shares exchanged therefor.

                  If any such adjustment or substitution provided for in this
Section 8 requires the approval of shareholders in order to enable the
Corporation to grant incentive stock options, then no such adjustment or
substitution shall be made without the required shareholder 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 stock option
to fail to continue to qualify as an incentive stock option or to cause a
modification, extension or renewal of such stock 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 stock option as the Committee, in its
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.

         9.                CERTAIN EVENTS.

                           A.       The following provisions of this subsection
9A shall apply only with respect to options granted under the Plan prior to
November 8, 2000;

                  (a) Definitions. For purposes of this Section 9A, the
following terms shall have the following meanings:

                           (i) The term "Person" shall be used as that term is
used in Sections 13(d) and 14(d) of the 1934 Act.

                           (ii) Beneficial ownership shall be determined as
provided in Rule 13d-3 under the 1934 Act as in effect on the effective date of
the Plan.

                           (iii) "Voting Shares" shall mean all securities of a
company entitling the holders thereof to vote in an annual election of Directors
(without consideration of the rights of any class of stock other than the Common
Stock to elect Directors by a separate class vote); and a specified percentage
of "Voting Power" of a company shall mean such number of the Voting Shares as
shall enable the holders thereof to cast such percentage of all the votes which
could be cast in an annual election of directors (without consideration of the
rights of any class of stock other than the Common Stock to elect Directors by a
separate class vote).

                           (iv) "Tender Offer" shall mean a tender offer or
exchange offer to acquire securities of the Corporation (other than such an
offer made by the Corporation or any Subsidiary), whether or not such offer is
approved or opposed by the Board.

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                           (v) "Section 9A Event" shall mean the date upon which
any of the following events occurs::

                  (1) The Corporation acquires actual knowledge that any Person
         has acquired the Beneficial Ownership, directly or indirectly, of
         securities of the Corporation entitling such Person to 20% or more of
         the Voting Power of the Corporation, other than the Corporation, a
         Subsidiary or any employee benefit plan(s) sponsored by the
         Corporation, or a Person approved by the Board that has acquired 20% or
         more but less than 50% of the Voting Power of the Corporation;

                  (2) Tender Offer is made to acquire securities of the
         Corporation entitling the holders thereof to 20% or more of the Voting
         Power of the Corporation; or

                  (3) A solicitation subject to Rule 14a-11 under the 1934 Act
         (or any successor Rule) relating to the election or removal of 50% or
         more of the members of any class of the Board shall be made by any
         person other than the Corporation; or

                  (4) The shareholders of the Corporation shall approve a
         merger, consolidation, share exchange, division or sale or other
         disposition of assets of the Corporation as a result of which the
         shareholders of the Corporation immediately prior to such transaction
         shall not hold, directly or indirectly, immediately following such
         transaction a majority of the Voting Power of (i) in the case of a
         merger or consolidation, the surviving or resulting corporation, (ii)
         in the case of a share exchange, the acquiring corporation or (iii) in
         the case of a division or a sale or other disposition of assets, each
         surviving, resulting or acquiring corporation which, immediately
         following the transaction, holds more than 20% of the consolidated
         assets of the Corporation immediately prior to the transaction;
         provided, however, that (i) if securities beneficially owned by a
         grantee are included in determining the Beneficial Ownership of a
         Person referred to in Section 9A(a)(v)(1), (ii) a grantee is required
         to be named pursuant to Item 2 of the Schedule 14D-1 (or any similar
         successor filing requirement) required to be filed by the bidder making
         a Tender Offer referred to in Section 9A(a)(v)(2), or (iii) if a
         grantee is a "participant" as defined in 14a-11 under the 1934 Act (or
         any successor Rule) in a solicitation (other than a solicitation by the
         Corporation) referred to in Section 9A(a)(v)(3), then no Section 9A
         Event with respect to such grantee shall be deemed to have occurred by
         reason of such event.

                  (b) Acceleration of the Exercise Date of Stock Options. Unless
the agreement referred to in Section 6(g), or an amendment thereto, shall
otherwise provide, notwithstanding any other provision contained in the Plan, in
case any "Section 9A Event" occurs all outstanding stock options (other than
those held by a person referred to in the proviso to Section 9A(a)(v)) shall
become immediately and fully exercisable whether or not otherwise exercisable by
their terms.

                  (c) Lapse of Restrictions on Restricted Share or Restricted
Share Unit Awards. If any "Section 9A Event" occurs prior to the scheduled lapse
of all restrictions applicable to restricted share or restricted share unit
awards under the Plan (other than those held by a person

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referred to in the proviso to Section 9A(a)(v)), all such restrictions shall
lapse upon the occurrence of any such "Section 9A Event" regardless of the
scheduled lapse of such restrictions.

                  (d) Payment of Performance Units. If any "Section 9A Event"
occurs prior to the end of any Performance Period, all performance units awarded
with respect to such Performance Period (other than those held by a person
referred to in the proviso to Section 9(a)(v)) shall be deemed to have been
fully earned as of the date of such Section 9A Event, regardless of the
attainment or nonattainment of the Performance Target or any Minimum Target, and
shall be paid to the awardees thereof as promptly as practicable thereafter. If
the performance unit is not expressed as a fixed amount in dollars or shares,
the Committee may provide in the performance unit agreement for the amount to be
paid in the case of a Section 9A Event.

                  B. The following provisions of this subsection B shall be
applicable with respect to options granted under the Plan on and after November
8, 2000:

                     Except as otherwise provided in the option agreement, or
any contract of employment or engagement between the grantee and the
Corporation, in the event of a Change of Control Transaction, the Corporation
shall endeavor to cause the successor entity in such transaction either to
assume all of the options which have been granted hereunder and which are
outstanding as of the consummation of such transaction (the "Closing"), or to
issue (or cause to be issued in substitution therefor comparable options of
such successor entity or of its parent or its subsidiary. If the successor
entity is unwilling to either assume such options or grant comparable options
in substitution for such options on terms that are acceptable to the
Corporation as determined by the Board in the exercise of its discretion, then
with respect to each outstanding option, that portion of the option which
remains unvested will become vested immediately prior to the Closing; and the
Board may cancel all outstanding options, and terminate this Plan, effective as
of the Closing, provided that it will notify the grantee of the proposed Change
of Control Transaction a reasonable amount of time prior to the Closing so that
each grantee will be given the opportunity to exercise his or her option (after
giving effect to the acceleration of such vesting discussed above) prior to
Closing. In the event of a Change of Control Transaction, the Board will also
have the discretion to waive restricted share or restricted share unit
restrictions and determine that performance units have been fully earned. For
purposes of this Section 9B , the term "Change of Control Transaction" means
(a) the sale of all or substantially all of the assets of the Corporation to
any person or entity that, prior to such sale, did not control, was not under
common control with, or was not controlled by, the Corporation, or (b) a merger
or consolidation or other reorganization in which the Corporation is not the
successor entity or becomes owned entirely by another entity, unless at least
fifty percent (50%) of the outstanding voting securities of the surviving or
parent corporation, as the case maybe, immediately following such transaction
are beneficially held by such persons and entities in the same proportions as
such persons and entities beneficially held the outstanding voting securities
of the Corporation immediately prior to such transaction, or (c) the sale or
other change of beneficial ownership of the outstanding voting securities of
the Corporation such that any person or "group" as that term is defined under
the Securities Exchange Act of 1934 becomes the beneficial owner of more than
50% of the outstanding voting securities of the Corporation.

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         10.               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 person any
right to be granted a stock option or to be awarded restricted shares,
restricted share units, performance units or bonus shares under the Plan.
Nothing in the Plan, in any stock option, in any restricted share, restricted
share unit, performance unit or bonus share award under the Plan or in any
agreement providing for any of the foregoing shall confer any right to any
employee to continue in the employ of the Corporation or any Subsidiary or
interfere in any way with the rights of the Corporation or any Subsidiary to
terminate the employment of any employee at any time.

         11.               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 are hereby
specifically reserved to the Board; provided that shareholder approval shall be
required (a) to increase the total number of shares which may be issued under
the Plan, or (b) if such approval is required to maintain the favorable tax
treatment of incentive stock options granted under the Plan. No alteration,
amendment, revocation or termination of the Plan shall, without the written
consent of the holder of a stock option, restricted shares, restricted share
units, performance units or bonus shares theretofore awarded under the Plan,
adversely affect the rights of such holder with respect thereto.

         12.               EFFECTIVE DATE AND DURATION OF PLAN.

                  The effective date and date of adoption of the Plan shall be
November 14, 1994, the date of adoption of the Plan by the Board. No stock
option may be granted, and no restricted shares, restricted share units, bonus
shares or performance units payable in performance shares may be awarded under
the Plan subsequent to November 13, 2004.

         13.               INDEMNIFICATION.

                  In addition to such other rights of indemnification as they
may have as directors, the members of the Committee administering the Plan shall
be indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any rights granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding that such member is liable for negligence or misconduct in
the performance of such member's duties; provided that within 60 days after
institution of any such action, suit or proceeding, the member shall in writing
offer the Corporation the opportunity, at its own expense, to handle and defend
the same.

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