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                         AMERITRADE HOLDING CORPORATION

                          1996 DIRECTORS INCENTIVE PLAN


          (As Amended and Restated, Effective as of February 12, 2003)



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                         AMERITRADE HOLDING CORPORATION

                          1996 DIRECTORS INCENTIVE PLAN

          (As Amended and Restated, Effective as of February 12, 2003)

     1. History and Purpose. Ameritrade Online Holdings Corp. ("Old Ameritrade")
established the Ameritrade Holding Corporation 1996 Directors Incentive Plan
(the "Plan") to attract and retain as non-employee directors persons whose
abilities, experience and judgment can contribute to the continued progress of
the company and its subsidiaries and to facilitate the directors' ability to
acquire a proprietary interest in the company. Old Ameritrade was formerly known
as Ameritrade Holding Corporation prior to the closing of the merger involving
Old Ameritrade and Datek Online Holdings Corp. on September 9, 2002 (the
"Merger"). As a result of the Merger, Old Ameritrade became a subsidiary of a
newly formed corporation, Ameritrade Holding Corporation ("Ameritrade" or the
"Company") effective as of September 9, 2002 (the "Merger Closing Date") and as
of the Merger Closing Date Ameritrade assumed the Plan, and all outstanding
obligations under the Plan. The following provisions constitute the amended and
restated Plan.

     2. Administration.

          2.1 Administration By Committee. The Plan shall be administered by the
Compensation Committee (the "Committee") of the Board of Directors of the
Company (the "Board"). Notwithstanding the foregoing, no member of the Committee
shall act with respect to the administration of the Plan except to the extent
consistent with the exempt status of the Plan under Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended ("Rule 16b-3").

          2.2 Authority. Subject to the provisions of the Plan, the Committee
shall have the authority to (a) interpret the Plan and to adopt, amend and
rescind administrative guidelines and other rules and regulations relating to
the Plan, (b) correct any defect or omission and to reconcile any inconsistency
in the Plan or in any payment made hereunder, and (c) make all other
determinations and to take all other actions necessary or advisable for the
implementation and administration of the Plan. The determination of the
Committee on matters within its authority shall be conclusive and binding on the
Company and all other persons.

     3. Participation. Only Non-Employee Directors shall be eligible to
participate in the Plan. As of any applicable date, a "Non-Employee Director" is
a person who is serving as a director of the Company and who is not an employee
of the Company or any subsidiary of the Company as of that date.

     4. Definition of Fair Market Value. For purposes of the Plan, the "Fair
Market Value" of a share of common stock of the Company ("Stock") as of any date
shall be the closing market

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composite price for such Stock as reported on NASDAQ on that date or, if Stock
is not traded on that date, on the next preceding date on which Stock was
traded.

     5. Shares Subject to the Plan.

          5.1 Number of Shares Reserved. The shares of Stock with respect to
which awards may be made under the Plan or which may be distributed pursuant to
elections under Sections 9 or 10 of the Plan shall be shares currently
authorized but unissued or currently held or subsequently acquired by the
Company as treasury shares, including shares purchased in the open market or in
private transactions. Subject to the provisions of subsection 5.3, the number of
shares of Stock which may be issued with respect to awards under the Plan or
distributed pursuant to elections made in accordance with Section 9 or 10 of the
Plan shall not exceed 1,460,000 shares in the aggregate.

          5.2 Reusage of Shares.

     (a)  In the event of the exercise or termination (by reason of forfeiture,
          expiration, cancellation, surrender or otherwise) of any award under
          the Plan, that number of shares of Stock that was subject to the award
          but not delivered shall again be available for awards under the Plan.

     (b)  In the event that shares of Stock are delivered under the Plan as a
          Stock Award (as defined in Section 7) and are thereafter forfeited or
          reacquired by the Company pursuant to rights reserved upon the award
          thereof, such forfeited or reacquired shares shall again be available
          for awards under the Plan.

     (c)  Notwithstanding the provisions of paragraphs (a) or (b), the following
          shares shall not be available for reissuance under the Plan: (i)
          shares with respect to which the Non-Employee Director has received
          the benefits of ownership (other than voting rights), either in the
          form of dividends or otherwise, and (ii) shares which are surrendered
          in payment of the Option Price (as defined in subsection 6.3) upon the
          exercise of an Option.

          5.3 Adjustments to Shares Reserved. In the event of any merger,
consolidation, reorganization, recapitalization, spinoff, stock dividend, stock
split, reverse stock split, exchange or other distribution with respect to
shares of Stock or other change in the corporate structure or capitalization
affecting the Stock, the type and number of shares of stock which are or may be
subject to awards under the Plan and the terms of any outstanding awards
(including the price at which shares of stock may be issued pursuant to an
outstanding award) shall be equitably adjusted by the Committee, in its sole
discretion, to preserve the value of benefits awarded or to be awarded to
Non-Employee Directors under the Plan. In determining what adjustment, if any,
is appropriate pursuant to the preceding sentence, the Committee may rely on the
advice of such experts as they deem appropriate, including counsel, investment
bankers and the accountants of the Company.

     6. Options.


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          6.1 Definitions. The grant of an "Option" under this Section 6
entitles the Non-Employee Director to purchase shares of Stock at the Option
Price, subject to the terms of this Section 6. Options granted under this
Section 6 shall be non-qualified stock options which are not intended to be
"incentive stock options" as that term is described in section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code").

          6.2 Awards of Options. Each Non-Employee Director shall be awarded
Options under this Section 6 in accordance with the following:

     (a)  Upon his election to the Board for his first term, each Non-Employee
          Director shall be awarded an Option to purchase such number of shares
          of Stock as determined by the Chairman of the Board; provided,
          however, that such award shall be approved by the Board.

     (b)  At such times as the Board shall determine, each Non-Employee Director
          shall be awarded an Option to purchase that number of shares of Stock
          determined by the Board and approved by the members of the Board other
          than those receiving the grant of an Option pursuant to this paragraph
          (b). In determining the number of shares of Stock subject to an Option
          under this paragraph (b), the Board may take into account such
          objective or subjective factors as it determines appropriate.

          6.3 Option Price. The price at which shares of Stock may be purchased
upon the exercise of an Option (the "Option Price") shall be not less than the
greater of (i) the Fair Market Value of a share of Stock as of the date on which
the Option is granted, or (ii) the par value of a share of Stock on such date.

          6.4 Exercise. Except as otherwise provided in the Plan, each Option
granted to a Non-Employee Director under this Section 6 shall become exercisable
in substantially equal annual installments over a period of three years,
beginning with the first anniversary of the date of grant and no Option shall be
exercisable after the Expiration Date (as defined in Section 8). Notwithstanding
a Non-Employee Director's termination of service as a director, Options shall
continue to vest over a period of three years unless the Non-Employee Director
terminates for cause. If a Non-Employee Director's service as a director
terminates for Cause, Options shall continue to vest over a period of one year
following such termination of service. The full Option Price of each share of
Stock purchased upon the exercise of any Option shall be paid at the time of
such exercise and, as soon as practicable thereafter, a certificate representing
the shares so purchased shall be delivered to the person entitled thereto. The
Option Price shall be payable in cash or in shares of Stock (valued at Fair
Market Value as of the day of exercise), or in any combination thereof.

     7. Stock Awards.

          7.1 Definition. Subject to the terms of this Section 7, a "Stock
Award" under the Plan is a grant of shares of Stock to a Non-Employee Director,
the vesting of which is subject to the conditions described in subsection 7.3.
The period beginning on the date of the grant of


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a Stock Award and ending on the vesting or forfeiture of such Stock (as
applicable) is referred to as the "Restricted Period".

          7.2 Non-Discretionary Awards. Upon his election to the Board for his
first term, each Non-Employee Director shall be awarded such number of shares of
Stock pursuant to this Section 7 as determined by the Chairman of the Board;
provided, however, that such award shall be approved by the Board; and provided
further that, the Fair Market Value of the Stock awarded to a Non-Employee
Director pursuant to this subsection 7.2 shall be approximately $20,000 or such
other amount determined by the Board from time to time.

          7.3 Vesting. Except as otherwise provided in the Plan, the shares of
Stock subject to an award under this Section 7 shall become vested in
substantially equal annual installments over a period of three years, beginning
with the first anniversary of the date of grant and all shares of Stock awarded
pursuant to this Section 7 which are not vested on the Expiration Date shall be
forfeited.

          7.4 Rights with Respect to Stock. Beginning on the date of the grant
of shares of Stock comprising a Stock Award, and including any applicable
Restricted Period, the Non-Employee Director, as owner of such shares, shall
have the right to vote such shares; provided, however, that payment of dividends
with respect to Stock Awards shall be subject to the following:

     (a)  On and after date that a Non-Employee Director has a fully earned and
          vested right to the shares comprising a Stock Award, and the shares
          have been distributed to the Non-Employee Director, the Non-Employee
          Director shall have all dividend rights (and other rights) of a
          stockholder with respect to such shares.

     (b)  Prior to the date that a Non-Employee Director has a fully earned and
          vested right to the shares comprising a Stock Award, the Committee, in
          its sole discretion, may award Dividend Rights (as defined below) with
          respect to such shares.

     (c)  On and after the date that a Non-Employee Director has a fully earned
          and vested right to the shares comprising a Stock Award, but before
          the shares have been distributed to the Non-Employee Director, the
          Non-Employee Director shall be entitled to Dividend Rights with
          respect to such shares, at the time and in the form determined by the
          Committee.

A "Dividend Right" with respect to shares comprising a Stock Award shall entitle
the Non-Employee Director, as of each dividend payment date, to an amount equal
to the dividends payable with respect to a share of Stock multiplied by the
number of such shares. Dividend Rights shall be settled in the same form (either
cash or in shares of Stock) as dividends paid to shareholders of the Company.

     8. Expiration of Awards. The "Expiration Date" with respect to an award
under the Plan means the earlier of the following dates:

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     (a)  the ten-year anniversary of the date on which the award is granted; or

     (b)  the one-year anniversary of the date on which the Non-Employee
          Director's service as a director of the Company terminates for cause.

     9. Payment of Retainers; Elections.

          9.1 Payment of Retainer. Subject to the terms and conditions of the
Plan, for each fiscal year of the Company (the "Award Year"), each individual
who is a Non-Employee Director shall be paid a retainer in an amount determined
from time to time by the Board (the "Retainer") in accordance with and subject
to the following:

     (a)  For each Award Year, a "Cash Retainer" shall be payable to each
          individual who is a Non-Employee Director as of the first day of the
          Award Year in an amount equal to one-half of the Retainer for the
          Award Year; and

     (b)  For each Award Year, a "Stock Retainer" shall be payable to each
          individual who is a Non-Employee Director as of the first day of the
          Award Year in an amount equal to one-half of the Retainer for the
          Award Year, which Stock Retainer shall be payable in shares of Stock
          having a Fair Market Value equal to the Stock Retainer, with the Fair
          Market Value of any fractional share payable in cash.

     (c)  Notwithstanding the foregoing, if a Non-Employee Director has met the
          specified requirements of the Ameritrade Holding Corporation Equity
          Ownership and Disposition Guidelines, the Non-Employee Director may
          elect to receive all or any portion of the Stock Retainer in cash. The
          portion of a Non-Employee Director's retainer which is paid in cash
          pursuant to this paragraph (c) shall be treated as part of the Cash
          Retainer.

Notwithstanding the foregoing, (i) the Board, in its sole discretion, may
determine that an Award Year of less than 12 months is appropriate, in which
case, the amount of the Retainer and any other amounts payable to a Non-Employee
Director for such Award Year to which any provision of the Plan applies shall be
calculated and shall be payable as determined by the Board in its sole
discretion, and (ii) in no event shall the Retainer for the Award Year
commencing on September 28, 2002 (the '2003 Award Year') be payable prior to
October 11, 2002.

          9.2 Elections to Receive Stock. Subject to the terms and conditions of
the Plan, each Non-Employee Director may elect to forego receipt of all or any
portion of the Eligible Cash Payments (as defined below) payable to him in any
Award Year beginning after the date of his election and instead to receive whole
shares of Stock of equivalent value to the Eligible Cash Payments so foregone
(determined in accordance with subsection 9.4). An election under this
subsection 9.2 to have Eligible Cash Payments paid in shares of Stock shall be
valid only if it is in writing, signed by the Non-Employee Director, and filed
with the Committee in accordance with uniform and nondiscriminatory rules
adopted by the Committee, including, but not limited to, rules required to cause
the receipt of Stock pursuant to any such election to be exempt under Rule
16b-3. For purposes of the Plan, the term "Eligible Cash Payments" means

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the Cash Retainer and meeting fees and committee fees that would otherwise be
payable to the Non-Employee Director by the Company in cash as established, from
time to time, by the Board or any committee thereof. Notwithstanding the
foregoing, in no event shall any Eligible Cash Payments for the 2003 Award Year
be payable prior to October 11, 2002.

          9.3 Revocation of Election to Receive Stock. Once effective, an
election pursuant to subsection 9.2 to receive Stock shall remain in effect for
successive Award Years until it is revised or revoked. Any such revision or
revocation shall be in writing, signed by the Non-Employee Director, shall be
effective for the Award Year next following the date on which it is received by
the Committee, or such later date specified in such notice, and shall be filed
with the Committee in accordance with uniform and nondiscriminatory rules
established by the Committee, including, but not limited to, rules required to
cause the receipt of Stock (or the receipt of cash in lieu of Stock as
previously elected) to be exempt under Rule 16b-3.

          9.4 Equivalent Amount of Stock. The number of whole shares of Stock to
be distributed to any Non-Employee Director by reason of his election pursuant
to subsection 9.2 to receive Stock in lieu of Eligible Cash Payments shall be
equal to (rounded to the nearest whole number of shares):

     (a)  the amount of the Eligible Cash Payments which the Non-Employee
          Director has elected to have paid to him in shares of Stock;

          DIVIDED BY

     (b)  the Fair Market Value of a share of Stock as of the date on which such
          Eligible Cash Payments would otherwise have been payable to the
          Non-Employee Director; provided, however, that in the case of Eligible
          Cash Payments which were payable (i) for the 2003 Award Year to
          individuals who were Non-Employee Directors as of the first day of the
          2003 Award Year and (ii) on or prior to October 11, 2002, Fair Market
          Value under this paragraph (b) shall be determined as of October 1,
          2002.

     10. Deferred Compensation.

          10.1 Deferral of Compensation. Subject to the terms and conditions of
the Plan, each Non-Employee Director, by filing a written 'Deferral Election'
with the Committee in accordance with uniform and nondiscriminatory rules
adopted by the Committee, may elect to defer the receipt of all or any portion
of the Eligible Deferral Amounts (as defined below) otherwise payable to him on
or after the Effective Date until a future date (the 'Distribution Date')
specified by the Non-Employee Director in his Deferral Election as of which
payment of his Deferred Compensation Account (as defined in subsection 10.2)
shall commence in accordance with subsection 10.3. If no Distribution Date is
specified in a Non-Employee Director's Deferral Election, the Distribution Date
shall be deemed to be the first business day in January of the year following
the date on which the Non-Employee Director ceases to be a director of the
Company for any reason. A Non-Employee Director's Deferral Election shall be
effective with respect to Eligible Deferral Amounts otherwise payable to him for
services

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rendered after the last day of the fiscal year in which such election is filed
with the Committee; provided, however, that:

     (a)  a Deferral Election which is filed within 30 days of the date on which
          a director first becomes a Non-Employee Director shall be effective
          with respect to all Eligible Deferral Amounts otherwise payable to him
          for periods after the date on which the Deferral Election is filed;
          and

     (b)  by notice filed with the Committee in accordance with uniform and
          nondiscriminatory rules established by it, a director may terminate or
          modify any Deferral Election as to Eligible Deferral Amounts payable
          for services rendered after the last day of the fiscal year in which
          such notice is filed with the Committee; provided, however, that no
          modification may be made to the Distribution Date unless the
          Non-Employee Director shall file such notice with the Committee at
          least six months prior thereto.

Notwithstanding the provisions of paragraph (b) next above, the Committee may,
in its sole discretion, after considering all of the pertinent facts and
circumstances, approve a change to the Distribution Date which is requested by a
Non-Employee Director less than six months prior thereto. For purposes of the
Plan, the term 'Eligible Deferral Amounts' shall mean the Retainer (including
both the Cash Retainer and the Stock Retainer) and meeting fees and committee
fees that would otherwise be payable to the Non-Employee Director by the
Company, all as established from time to time by the Board or any committee
thereof.

          10.2 Crediting and Adjustment of Deferred Amounts. The amount of any
Eligible Deferral Amounts deferred pursuant to a Non-Employee Director's
Deferral Election in accordance with subsection 10.1 ("Deferred Compensation")
shall be credited to a bookkeeping account maintained by the Company in the name
of the Non-Employee Director (the "Deferred Compensation Account"), which
account shall consist of two subaccounts, one known as the "Cash Subaccount" and
the other as the "Company Stock Subaccount." Any portion of the Stock Retainer
and any Eligible Cash Payments that the Non-Employee Director has elected to
receive in Stock pursuant to subsection 9.2 and, in each case, with respect to
which the Non-Employee Director has made a Deferral Election pursuant to
subsection 10.1 shall be credited to his Company Stock Subaccount. Any other
Deferred Compensation shall be credited to his Cash Subaccount. A Non-Employee
Director's Deferred Compensation Account shall be adjusted as follows:

     (a)  As of the first day of each fiscal quarter occurring after the
          Effective Date (which dates are referred to herein as "Accounting
          Dates"), the Non-Employee Director's Cash Subaccount shall be adjusted
          as follows:

               (i)  first, the amount of any distributions from the Cash
                    Subaccount made since the last preceding Accounting Date
                    shall be charged to the Cash Subaccount;


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               (ii)   next, the balance of the Cash Subaccount after adjustment
                      in accordance with subparagraph (i) above shall be
                      credited with interest since the last preceding Accounting
                      Date computed at the prime rate as reported by The Wall
                      Street Journal for such date, or if such date is not a
                      business day, for the next preceding business day; and

               (iii)  finally, after adjustment in accordance with the foregoing
                      provisions of this subsection 10.2, the Cash Subaccount
                      shall be credited with the Deferred Compensation otherwise
                      payable to the Non-Employee Director since the last
                      preceding Accounting Date which is to be credited to the
                      Cash Subaccount.

     (b)  The Non-Employee Director's Company Stock Subaccount shall be adjusted
          as follows:

               (i)    as of any date on or after the Effective Date on which
                      Eligible Deferral Amounts would have been payable to the
                      Non-Employee Director in Stock but for his or her Deferral
                      Election, the Non-Employee Director's Company Stock
                      Subaccount shall be credited with that number of stock
                      units ("Stock Units") equal to the number of shares of
                      Stock to which he would have been entitled as of the
                      applicable date;

               (ii)   as of the date on which shares of Stock are distributed to
                      the Non-Employee Director in accordance with subsection
                      10.3 below, the Company Stock Subaccount shall be charged
                      with an equal number of Stock Units; and

               (iii)  as of the record date for any dividend paid on Stock, the
                      Company Stock Subaccount shall be credited with that
                      number of additional Stock Units which is equal to the
                      number obtained by multiplying the number of Stock Units
                      then credited to the Company Stock Subaccount by the
                      amount of the cash dividend or the fair market value (as
                      determined by the Board of Directors) of any dividend in
                      kind payable on a share of Stock, and dividing that
                      product by the then Fair Market Value of a share of Stock.

                      In the event of any merger, consolidation, reorganization,
                      recapitalization, spinoff, stock split, reverse stock
                      split, rights offering, exchange or other change in the
                      corporate structure or capitalization of the Company
                      affecting the Stock, each Non-Employee Director's Company
                      Stock Subaccount shall be equitably adjusted in such
                      manner consistent with subsection 5.3.

          10.3 Payment of Deferred Compensation Account. Except as otherwise
provided in this subsection 10.3 or subsection 10.4, the balances credited to a
Non-Employee Director's Deferred Compensation Account shall each be payable to
the Non-Employee Director in 10 annual installments commencing as of the
Distribution Date and continuing on each annual anniversary thereof.
Notwithstanding the foregoing, a Non-Employee Director may elect, by

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filing a notice with the Committee at least six months prior to the Distribution
Date, to change the number of payments to a single payment or to any number of
annual payments not in excess of ten. Each such payment shall include a cash
portion, if applicable, and a Stock portion, if applicable, as follows:

     (a)  The cash portion to be paid as of the Distribution Date or any
          anniversary thereof and charged to the Cash Subaccount shall be equal
          to the balance of the Cash Subaccount multiplied by a fraction, the
          numerator of which is one and the denominator of which is the number
          of remaining payments to be made, including such payment.

     (b)  The Stock portion to be paid as of the Distribution Date or any
          anniversary thereof and charged to the Company Stock Subaccount shall
          be distributed in whole shares of Stock, the number of shares of which
          shall be determined by rounding to the next highest integer the
          product obtained by multiplying the number of Stock Units then
          credited to the Non-Employee Director's Company Stock Subaccount by a
          fraction, the numerator of which is one and the denominator of which
          is the number of remaining payments to be made, including such
          payment.

Notwithstanding the foregoing, the Committee, in its sole discretion, may
distribute all balances in any Deferred Compensation Account to a Non-Employee
Director (or former Non-Employee Director) in a lump sum as of any date.

          10.4 Payments in the Event of Death. If a Non-Employee Director dies
before payment of his Deferred Compensation Account commences, all amounts then
credited to his Deferred Compensation Account shall be distributed to his
Beneficiary (as described below), as soon as practicable after his death, in a
lump sum. If a Non-Employee Director dies after payment of his Deferred
Compensation Account has commenced but before the entire balance of such account
has been distributed, the remaining balance thereof shall be distributed to his
Beneficiary, as soon as practicable after his death, in a lump sum. Any amounts
in the Cash Subaccount shall be distributed in cash and any amounts in the Stock
Subaccount shall be distributed in whole shares of Stock determined in
accordance with paragraph 10.3(b). For purposes of the Plan, the Non-Employee
Director's "Beneficiary" is the person or persons the Non-Employee Director
designates, which designation shall be in writing, signed by the Non-Employee
Director and filed with the Committee prior to the Non-Employee Director's
death. A Beneficiary designation shall be effective when filed with the
Committee in accordance with the preceding sentence. If more than one
Beneficiary has been designated, the balance in the Non-Employee Director's
Deferred Compensation Account shall be distributed to each such Beneficiary per
capita. In the absence of a Beneficiary designation or if no Beneficiary
survives the Non-Employee Director, the Beneficiary shall be the Non-Employee
Director's estate.

     11. Replacement Awards. Each holder of an award related to the common stock
of Old Ameritrade which was granted pursuant to the Plan prior to the Merger
Closing Date and which was outstanding as of the Merger Closing Date after
giving effect to the transactions contemplated by the Merger (the "Existing
Awards"), will, as of the Merger Closing Date, be automatically granted a
"Replacement Award" under the Plan and the Existing Awards shall be

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cancelled in exchange for the Replacement Awards. The number of shares of Stock
and, if applicable, the Option Price per share of Stock, subject to a
Replacement Award shall be equal to the same number of shares of common stock of
Old Ameritrade and, if applicable, the same Option Price per share, subject to
corresponding Existing Award. Except as provided in the preceding sentence, the
Replacement Awards granted pursuant to this Section 11 shall be subject to the
same terms and conditions as the corresponding Existing Awards.

     12. Miscellaneous.

          12.1 Duration. The Plan shall be unlimited in duration and, in the
event of Plan termination, shall remain in effect as long as any awards under it
are outstanding.

          12.2 Withholding Payments. To the extent that any Non-Employee
Director would incur an obligation for Nebraska state income taxes on account of
an award or payment to him under the Plan or the exercise of any award under the
Plan (referred to as the "Withholding Obligation"), the Company, in its sole
discretion, may make a cash payment to such Non-Employee Director in an amount
such that, after payment of all federal, state or local taxes on such cash
payment, the Non-Employee Director retains a cash payment equal to the
Withholding Obligation.

          12.3 Limit on Distribution. Distribution of shares of Stock or other
amounts under the Plan shall be subject to the following:

     (a)  Notwithstanding any other provision of the Plan, the Company shall
          have no liability to deliver any shares of Stock under the Plan or
          make any other distribution of benefits under the Plan unless such
          delivery or distribution would comply with all applicable laws and the
          applicable requirements of any securities exchange or similar entity.

     (b)  To the extent that the Plan provides for issuance of certificates to
          reflect the transfer of shares of Stock, the transfer of such shares
          may be effected on a non-certificated basis, to the extent not
          prohibited by applicable law or the rules of any stock exchange.

          12.4 Transferability. Awards under the Plan are not transferable
except as designated by a Non-Employee Director by will or by the laws of
descent and distribution. To the extent that the Non-Employee Director who
receives an award under the Plan has the right to exercise such award, the award
may be exercised during the lifetime of the Non-Employee Director only by the
Non-Employee Director.

          12.5 Notices. Any notice or document required to be filed with the
Committee under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Committee, in care of the Company, at
its principal executive offices. The Committee may, by advance written notice to
affected persons, revise such notice procedure from time to time. Any notice
required under the Plan (other than a notice of election) may be waived by the
person entitled to notice.

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          12.6 Form and Time of Elections. Unless otherwise specified herein,
each election required or permitted to be made by any Non-Employee Director or
other person entitled to benefits under the Plan, and any permitted modification
or revocation thereof, shall be in writing filed with the Committee at such
times, in such form, and subject to such restrictions and limitations, not
inconsistent with the terms of the Plan, as the Committee shall require. Any
notice required under the Plan may be waived by the person entitled thereto.

          12.7 Agreement With the Company. At the time of an award to a
Non-Employee Director under the Plan, the Committee may require a Non-Employee
Director to enter into an agreement with the Company in a form specified by the
Committee, agreeing to the terms and conditions of the Plan and to such
additional terms and conditions, not inconsistent with the Plan, as the
Committee may, in its sole discretion, prescribe.

          12.8 Limitation of Implied Rights.

     (a)  Neither a Non-Employee Director nor any other person shall, by reason
          of the Plan, acquire any right in or title to any assets, funds or
          property of the Company whatsoever, including, without limitation, any
          specific funds, assets, or other property which the Company, in its
          sole discretion, may set aside in anticipation of a liability under
          the Plan. A Non-Employee Director shall have only a contractual right
          to the amounts, if any, payable under the Plan, unsecured by any
          assets of the Company. Nothing contained in the Plan shall constitute
          a guarantee by the Company that the assets of such companies shall be
          sufficient to pay any benefits to any person.

     (b)  The Plan does not constitute a contract of continued service, and
          participation in the Plan shall not give any Non-Employee Director the
          right to be retained as a director of the Company, nor any right or
          claim to any benefit under the Plan, unless such right or claim has
          specifically accrued under the terms of the Plan. Except as otherwise
          provided in the Plan, no award under the Plan shall confer upon the
          holder thereof any right as a shareholder of the Company prior to the
          date on which he fulfills all service requirements and other
          conditions for receipt of such rights.

          12.9 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

          12.10 Gender and Number. Where the context admits, words in one gender
shall include the other gender, words in the singular shall include the plural
and the plural shall include the singular.

          12.11 Source of Payments. The provisions of Sections 9 and 10
constitute only unfunded, unsecured promises of the Company to make payments to
directors (or other persons) in the future in accordance with the terms of the
Plan.

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          12.12 Nonassignment. Neither a director's nor any other person's
rights to payments under the Plan are subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment by creditors of the director.

     13. Amendment and Termination.

     The Board may, at any time, amend or terminate the Plan, provided that,
subject to subsection 5.3 (relating to certain adjustments to shares) and
subsection 10.3 (relating to lump sum payments of amounts held in a Non-Employee
Director's Deferred Compensation Account), no amendment or termination may,
without the consent of the Non-Employee Director or beneficiary, if applicable,
materially adversely affect the rights of any Non-Employee Director or
beneficiary under any award made under the Plan or rights already accrued
hereunder prior to the date such amendment is adopted by the Board.

     14. Change in Control. Notwithstanding any provision in the Plan to the
contrary, upon a Change in Control, all outstanding Options will become fully
exercisable and all outstanding Stock Awards shall become fully vested. For
purposes of the Plan, the term "Change in Control" means a change the beneficial
ownership of the Company's voting stock or a change in the composition of the
Board which occurs as follows:

     (a)  Any "person" (as such term is used in Section 13(d) and 14(d)(2) of
          the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
          is or becomes a beneficial owner, directly or indirectly, of stock of
          the Company representing 30 percent or more of the total voting power
          of the Company's then outstanding stock.

     (b)  A tender offer (for which a filing has been made with the Securities
          Exchange Commission ("SEC") which purports to comply with the
          requirements of Section 14(d) of the Exchange Act and the
          corresponding SEC rules) is made for the stock of the Company, which
          has not been negotiated and approved by the Board. In case of a tender
          offer described in this paragraph (b), the Change in Control will be
          deemed to have occurred upon the first to occur of (i) any time during
          the offer when the person (using the definition in (a) above) making
          the offer owns or has accepted for payment stock of the Company with
          25 percent or more of the total voting power of the Company's stock,
          or (ii) three business days before the offer is to terminate unless
          the offer is withdrawn first, if the person making the offer could
          own, by the terms of the offer plus any shares owned by this person,
          stock with 50 percent or more of the total voting power of the
          Company's stock when the offer terminates.

     (c)  Individuals who were the Board's nominees for election as directors of
          the Company immediately prior to a meeting of the shareholders of the
          Company involving a contest for the election of directors shall not
          constitute a majority of the Board following the election."


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