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                                                                    Exhibit 10.1

                             KANKAKEE BANCORP, INC.

                            2003 STOCK INCENTIVE PLAN

Section 1.     Purpose of the Plan.

        The KANKAKEE BANCORP, INC. 2003 STOCK INCENTIVE PLAN (the "Plan") is
intended to provide a means whereby directors and employees of KANKAKEE BANCORP,
INC., a Delaware corporation (the "Company"), and the Related Corporations may
sustain a sense of proprietorship and personal involvement in the continued
development and financial success of the Company and the Related Corporations,
and to encourage them to remain with and devote their best efforts to the
business of the Company and the Related Corporations, thereby advancing the
interests of the Company and its stockholders. Accordingly, the Company may
permit certain directors and employees to acquire Shares or otherwise
participate in the financial success of the Company, on the terms and conditions
established herein.

Section 2.     Definitions.

        The following terms, when used herein and unless the context clearly
requires otherwise, shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

        (a)    "Award" means any Option, SAR or Restricted Stock Award granted
pursuant to this Plan.

        (b)    "Board" means the board of directors of the Company.

        (c)    "Cause" means the commission of fraud, the misappropriation of or
intentional material damage to the property or business of the Company or the
Related Corporations, the substantial failure to fulfill the duties and
responsibilities of a regular position and/or comply with the Company's or the
Related Corporations' policies, rules or regulations, or the conviction of a
felony.

        (d)    "Change of Control" means:

               (i)     The consummation of the acquisition by any person (as
                       such term is defined in Section 13(d) or 14(d) of the
                       Securities Exchange Act of 1934, as amended (the "1934
                       Act")) of beneficial ownership (within the meaning of
                       Rule 13d-3 promulgated under the 1934 Act) of twenty-five
                       percent (25%) or more of the combined voting power of the
                       then outstanding Voting Securities of the Company other
                       than through receipt of Shares pursuant to the Plan;

               (ii)    The individuals who, as of the date hereof, are members
                       of the Board cease for any reason to constitute a
                       majority of the Board, unless the election, or nomination
                       for election by the stockholders of the Company, of any
                       new director was approved by a vote of a majority of the
                       Board, and such new director shall, for purposes of this
                       Plan, be considered as a member of the Board; or

               (iii)   Consummation of: (1) a merger or consolidation to which
                       the Company is a party if the stockholders of the Company
                       immediately before such merger or consolidation do not,
                       as a result of such merger or consolidation, own,
                       directly or indirectly, more than sixty-seven percent
                       (67%) of the combined voting power of the then
                       outstanding Voting Securities of the entity resulting
                       from such merger or consolidation in substantially the
                       same proportion as their ownership of the combined voting
                       power of the Company's Voting Securities outstanding
                       immediately before such merger or consolidation; or (2) a
                       complete liquidation or dissolution or sale or other
                       disposition of all or substantially all of the assets of
                       the Company.

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                       Notwithstanding the foregoing, a Change of Control shall
               not be deemed to occur solely because twenty-five percent (25%)
               or more of the combined voting power of the Company's then
               outstanding voting securities is acquired by: (1) a trustee or
               other fiduciary holding securities under one or more employee
               benefit plans maintained for employees of the entity; or (2) any
               corporation which, immediately prior to such acquisition, is
               owned directly or indirectly by the stockholders in the same
               proportion as their ownership of stock immediately prior to such
               acquisition

        (e)    "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and the rules and regulations promulgated thereunder.

        (f)    "Committee" means the Compensation Committee of the Board, which
is comprised solely of directors who are (i) "non-employee directors" for
purposes of Section 16 and Rule 16b-3 of the Exchange Act, and (ii) "outside
directors" for purposes of Section 162(m) of the Code.

        (g)    "Compete" means within a period of one (1) year after the
Termination of Service, the direct or indirect competition with the business of
the Company or a Related Corporation, including, but not by way of limitation,
the direct or indirect owning, managing, operating, controlling, financing or
serving as an officer, employee, director or consultant to, or by soliciting or
inducing, or attempting to solicit or induce, any employee or agent of the
Company or a Related Corporation to terminate employment and become employed by
any person, firm, partnership, corporation, trust or other entity which owns or
operates, a bank, savings and loan association, credit union, brokerage firm, or
similar financial institution within a thirty (30) mile radius of the office of
the Company or a Related Corporation in which the individual is principally
located, except with the express prior written consent of the Company.

        (h)    "Disability" means a physical or mental disability (within the
meaning of Section 22(e)(3) of the Code) which impairs the individual's ability
to substantially perform his or her current duties for a period of at least six
(6) consecutive months, as determined by the Committee.

        (i)    "Effective Date" means February 11, 2003, the date this Plan is
adopted by the Board.

        (j)    "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations promulgated thereunder.

        (k)    "Fair Market Value" means as of any date, the value of a share of
the Company's common stock determined as follows:

               (i)     if such common stock is then quoted on the American Stock
                       Exchange, its last reported sale price on the American
                       Stock Exchange on such date or, if no such reported sale
                       takes place on such date, the average of the closing bid
                       and asked prices;

               (ii)    if such common stock is publicly traded and is then
                       listed on a national securities exchange, the last
                       reported sale price on such date or, if no such reported
                       sale takes place on such date, the average of the closing
                       bid and asked prices on the principal national securities
                       exchange on which the common stock is listed or admitted
                       to trading;

               (iii)   if such common stock is publicly traded but is not quoted
                       on the NASDAQ National Market nor listed or admitted to
                       trading on a national securities exchange, the average of
                       the closing bid and asked prices on such date, as
                       reported by The Wall Street Journal, for the
                       over-the-counter market; or

               (iv)    if none of the foregoing is applicable, by the Board of
                       Directors of the Company in good faith.

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        (l)    "Incentive Stock Option" means an award under the Plan that
satisfies the general requirements of Section 422 of the Code, namely: (i)
grantees must be employees; (ii) the exercise price may not be less than the
fair market value of the underlying Shares at the date of grant; (iii) no more
than $100,000 worth of Shares may become exercisable in any year; (iv) the
maximum duration of an award may be ten (10) years; (v) awards must be exercised
within three (3) months after termination of employment, except in the event of
Disability or death; and (vi) Shares received upon exercise must be retained for
the greater of two (2) years from the date of grant or one (1) year from the
date of exercise.

        (m)    "Nonqualified Option" means an option award under the Plan that
is not an Incentive Stock Option.

        (n)    "Related Corporation" means any corporation, bank or other entity
which would be a parent or subsidiary corporation with respect to the Company as
defined in Section 424(e) or (f), respectively, of the Code.

        (o)    "Restricted Stock" means an award of Shares under the Plan that
are restricted as to transfer and subject to forfeiture.

        (p)    "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act,
as amended from time to time.

        (q)    "Shares" means shares of the common stock of the Company.

        (r)    "Stock Appreciation Rights" means rights entitling the grantee to
receive the appreciation in the market value of a stated number of Shares.

        (s)    "Securities Act" means the Securities Act of 1933, as amended
from time to time, and the rules and regulations promulgated thereunder.

        (t)    "Termination of Service" means the termination of a person's
status as a director or employee of the Company or a Related Corporation.

        (u)    "Voting Securities" means any securities which ordinarily possess
the power to vote in the election of directors without the happening of any
pre-condition or contingency.

Section 3.     Administration of the Plan.

        The Plan shall be administered by the Committee The Committee, shall
have sole authority to:

        (a)    select the directors and employees to whom awards shall be
granted under the Plan;

        (b)    establish the amount and conditions of each such award;

        (c)    prescribe any legend to be affixed to certificates representing
such awards;

        (d)    interpret the Plan; and

        (e)    adopt such rules, regulations, forms and agreements, not
inconsistent with the provisions of the Plan, as it may deem advisable to carry
out the Plan.

        All decisions made by the Committee in administering the Plan shall be
final.

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Section 4.     Shares Subject to the Plan.

        The aggregate number of Shares that may be obtained by directors and
employees under the Plan shall be 116,500 Shares. Each person is eligible to
receive Awards with respect to an aggregate maximum of 100,000 Shares under the
term of the Plan. If an Award expires, is canceled, terminated, surrendered
(without exercise), or otherwise becomes unexercisable for any reason, then the
Shares allocable to the expired, canceled, terminated, surrendered or otherwise
unexercisable Award shall again be subject to Awards available under the Plan.
Any Shares that remain unissued at the termination of the Plan shall cease to be
subject to the Plan, but until termination of the Plan, the Company shall at all
times make available sufficient Shares to meet the requirements of the Plan.

Section 5.     Stock Options.

        (a)    Type of Options. The Committee may issue options that constitute
Incentive Stock Options to employees and Nonqualified Options to directors and
employees under the Plan. The grant of each option shall be confirmed by a stock
option agreement that shall be executed by the Company and the optionee as soon
as practicable after such grant. The stock option agreement shall expressly
state or incorporate by reference the provisions of the Plan and state whether
the option is an Incentive Stock Option or a Nonqualified Option.

        (b)    Terms of Options. Except as provided in paragraphs (c) and (d) of
this Section, each option granted under the Plan shall be subject to the terms
and conditions set forth by the Committee in the stock option agreement
including, without limitation, option price, vesting schedule and option term.

        (c)    Additional Terms Applicable to All Options. Each option shall be
subject to the following terms and conditions:

               (i)     Written Notice. An option may be exercised only by giving
                       written notice to the Company specifying the number of
                       Shares to be purchased. The Committee may specify a
                       reasonable minimum number of Shares that may be purchased
                       on any exercise of an option; provided that the minimum
                       number will not prevent the option holder from exercising
                       an option for the full number of Shares for which it is
                       then exercisable.

               (ii)    Method of Exercise. Except as otherwise provided in any
                       written option agreement, the exercise price of an option
                       shall be paid in full (i) in cash; (ii) in Common Stock
                       valued at its Fair Market Value on the date of exercise,
                       provided it has been owned by the optionee for at least
                       six (6) months prior to the exercise; (iii) in cash by an
                       unaffiliated broker-dealer to whom the holder of the
                       option has submitted an exercise notice consisting of a
                       fully endorsed option; (iv) by agreeing to surrender SARs
                       then exercisable by him valued at their Fair Market Value
                       on the date of exercise; (v) by such other medium of
                       payment as the Committee, in its discretion, shall
                       authorize; or (vi) by any combination of clauses (i)
                       through (v) above, as the optionee shall elect. In the
                       case of payment pursuant to clauses (ii) through (v)
                       above, the optionee's election must be made on or prior
                       to the date of exercise of the option and must be
                       irrevocable. In lieu of a separate election governing
                       each exercise of an option, an optionee may file a
                       blanket election that shall govern all future exercises
                       of options until revoked by the optionee.

               (iii)   Term of Option. No option may be exercised more than the
                       (10) years after the date of grant. No option may be
                       exercised more than three (3) months after the optionee
                       terminates employment with the Company, except in the
                       event of Disability or death as provided in subparagraph
                       (c)(iv) below.

               (iv)    Cessation of Vesting. Immediately upon an optionee's
                       Termination of Service for any reason, all vesting of
                       outstanding and unvested Options shall cease and all
                       unvested Options shall be forfeited, unless otherwise
                       provided by the Committee or in the Stock Option
                       Agreement.

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               (v)     Disability or Death of Optionee. If an optionee's
                       Termination of Service occurs due to Disability or death
                       prior to exercise in full of any options, he or she, or
                       his or her beneficiary, executor, administrator or
                       personal representative, shall have the right to exercise
                       the options within a period of twelve (12) months after
                       the date of such termination to the extent that the right
                       was exercisable at the date of such termination as
                       provided in the stock option agreement, or as may
                       otherwise be provided by the Committee.

               (vi)    Termination For Cause. If an Optionee's Termination of
                       Service is for Cause, all Options, vested and unvested,
                       shall be forfeited.

               (vii)   Transferability. No option may be transferred, assigned
                       or encumbered by an optionee, except: (a) by will or the
                       laws of descent and distribution; (b) by gifting for the
                       benefit of descendants for estate planning purposes; or
                       (c) pursuant to a certified domestic relations order.

        (d)    Additional Terms Applicable to Incentive Options. Each Incentive
Stock Option shall be subject to the following terms and conditions:

               (i)     Option Price. The option price per Share shall not be
                       less than 100% of the fair market value of a Share on the
                       date the option is granted. Notwithstanding the preceding
                       sentence, the option price per Share granted to an
                       individual who, at the time such option is granted, owns
                       stock possessing more than 10% of the total combined
                       voting power of all classes of stock of the Company (a
                       "10% Stockholder") shall not be less than 110% of the
                       fair market value of a Share on the date the option is
                       granted.

               (ii)    Term of Option. No option may be exercised more than ten
                       (10) years after the date of grant. No option granted to
                       a 10% Stockholder may be exercised more than five (5)
                       years after the date of grant. Notwithstanding any other
                       provisions hereof, no option may be exercised more than
                       three (3) months after the optionee terminates employment
                       with the Company, except in the event of death or
                       Disability, in which case the option may be exercised as
                       provided in subparagraph (c)(v) of this Section.

               (iii)   Annual Exercise Limit. The aggregate fair market value of
                       Shares which first become exercisable during any calendar
                       year shall not exceed $100,000. For purposes of the
                       preceding sentence, the fair market value of each Share
                       shall be determined on the date the option with respect
                       to such Share is granted. To the extent the $100,000
                       limitation is exceeded, the excess shall be deemed a
                       Nonqualified Option.

               (iv)    Transferability. No option may be transferred, assigned
                       or encumbered by an optionee, except by will or the laws
                       of descent and distribution, and during the optionee's
                       lifetime an option may only be exercised by him or her.

               (v)     Notice of Disqualifying Dispositions. If an optionee
                       sells or otherwise disposes of any Shares acquired
                       pursuant to the exercise of an Incentive Option on or
                       before the later of (1) the date two (2) years after the
                       date of grant, and (2) the date one year after the
                       exercise of the Incentive Option (in either case, a
                       "Disqualifying Disposition"), the optionee must
                       immediately notify the Company in writing of such
                       disposition. The optionee may be subject to income tax
                       withholding by the Company on the compensation income
                       recognized by the optionee from the Disqualifying
                       Disposition.

Section 6.     Restricted Stock Awards.

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        (a)    Grants. An award of Restricted Stock under the Plan ("RSAs")
shall be evidenced by a written agreement in such form and consistent with the
Plan as the Committee shall approve from time to time.

        (b)    Restriction Period. RSAs awarded under the Plan shall be subject
to such terms, conditions and restrictions as shall be determined by the
Committee at the time of grant, including, without limitation: (i) prohibitions
against transfer; (ii) substantial risks of forfeiture; (iii) attainment of
performance objectives; and (iv) repurchase by the Company or right of first
refusal for such period or periods as shall be determined by the Committee. The
Committee shall have the power to permit, in its discretion, an acceleration of
the expiration of the applicable restriction period with respect to any part or
all of the RSAs awarded to a grantee.

        (c)    Registration. Any Restricted Stock may be evidenced in such
manner as the Committee in its sole discretion shall deem appropriate, including
book-entry registration or issuance of a stock certificate or certificates. In
the event any stock certificate is issued in respect of shares of Restricted
Stock awarded under the Plan, such certificate shall be registered in the name
of the grantee, shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Award, and shall be held in
escrow by the Company. Grantee shall execute a stock power or powers assigning
the Shares of Restricted Stock back to the Company, which stock powers shall be
held in escrow by the Company and used only in the event of the forfeiture of
any of the Shares of Restricted Stock.

        (d)    Restrictions Upon Transfer. RSAs awarded, and the right to vote
underlying Shares and to receive dividends thereon, may not be sold, assigned,
transferred, exchanged, pledged, hypothecated or otherwise encumbered during the
restriction period applicable to such Shares, except: (i) by will or the laws of
descent and distribution; (ii) by gifting for the benefit of descendants for
estate planning purposes; or (iii) pursuant to a certified domestic relations
order. Subject to the foregoing, and except as otherwise provided in the Plan,
the grantee shall have all the other rights of a stockholder including, without
limitation, the right to receive dividends and the right to vote such Shares.

        (e)    Lapse of Restrictions. Each restricted stock agreement shall
specify the terms and conditions upon which any restrictions upon Shares awarded
under the Plan shall lapse, as determined by the Committee. Upon the lapse of
such restrictions, Shares, free of the foregoing restrictive legend, shall be
issued to the grantee or his or her legal representative.

        (f)    Termination Prior to Lapse of Restrictions. In the event of a
grantee's Termination of Service prior to the lapse of restrictions applicable
to any RSAs awarded to such grantee, all Shares as to which there still remain
restrictions shall be forfeited by such grantee without payment of any
consideration to the grantee, and neither the grantee nor any successors, heirs,
assigns, or personal representatives of such grantee shall thereafter have any
further rights or interest in such Shares or certificates.

Section 7.     Stock Appreciation Rights.

        (a)    Grants. An award of Stock Appreciation Rights under the Plan
("SARs") may be granted separately or in tandem with or by reference to an
option granted prior to or simultaneously with the grant of such rights, to such
eligible directors and employees, as may be selected by the Committee, and shall
be evidenced by a written agreement in such form and consistent with the Plan as
the Committee shall approve from time to time.

        (b)    Terms of Grant. SARs may be granted in tandem with or with
reference to a related option, in which event the grantee may elect to exercise
either the option or the SAR, but not both. SARs shall not be transferable,
except: (i) by will or the laws of descent and distribution; (ii) by gifting for
the benefit of descendants for estate planning purposes; or (iii) pursuant to a
certified domestic relations order, and shall be exercisable for no more than
ten (10) years after the date of grant.

        (c)    Payment on Exercise. Upon exercise of a SAR, the grantee shall be
paid the excess of the then fair market value of the number of Shares to which
the SAR relates over the fair market value of such number of Shares

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at the date of grant of the SAR or of the related option, as the case may be.
Such excess shall be paid in cash or in such other form as the Committee shall
determine.

Section 8.     Right of First Refusal.

        (a)    Restrictions on Transfer. As a condition to the receipt of any
award under this Plan and without the express prior written consent of the
Company, an owner of any Shares issued under the Plan ("Plan Shares") shall not
sell any Plan Shares without first complying with the terms of this Section. Any
owner of Plan Shares (the "Owner") who receives a bona fide offer to purchase
all of any portion of the Owner's Plan Shares (the "Offer") shall first offer
the Plan Shares to the Company in accordance with the terms of this Section. The
Owner shall give written notice to the Company stating that he or she has
received the Offer, stating the number of Plan Shares to be sold, the name and
address of the person(s) making the Offer and the purchase price and terms of
payment described in the Offer. The Company or any assignee named by the Company
shall have five (5) business days to exercise the Company's right to purchase
the Plan Shares that are the subject of the Offer. If the Company assigns such
right to purchase, then such assignee shall have all of the rights of the
Company with respect to such right to purchase as described in this Section. If
neither the Company nor any assignee of the Company decides to purchase the Plan
Shares, the Owner may accept the Offer and sell the Plan Shares, but only in
strict accordance with the terms of the Offer and only if consummated within
fifteen (15) business days after the expiration of the Company's 5-day exercise
period. If the Company or its assignee decides to purchase the Plan Shares, the
closing of such purchase shall be completed within five (5) business days of the
Company's or assignee's notification to the Owner of the exercise of the right
to purchase the Plan Shares. For purposes of this Section, the Owner shall
include any person who acquires Shares from any other person and for any reason;
including, without limitation, by gift, death or sale.

        (b)    Additional Restrictions on Transfer. Notwithstanding anything to
the contrary contained in this Plan, an Owner may not sell or otherwise transfer
Plan Shares at any time in which (i) the Company or any of its executive
officers are prohibited from engaging in a transaction of the Company's
securities pursuant to the terms of the Company's insider trading policy then in
effect; or (ii) the Company is unable to purchase the Plan Shares pursuant to
(A) the Exchange Act or (B) the rules governing any securities exchange or
quotation service on which the Plan Shares are quoted or listed for trading.

        (c)    Legends. Each certificate issued by the Company that represents
any Plan Shares shall bear the following legends:

               "This certificate and the shares represented hereby are subject
               to the terms and conditions (including forfeiture and
               restrictions against transfer) contained in the Kankakee Bancorp,
               Inc. 2003 Stock Option Plan. Release from such terms and
               conditions shall be obtained only in accordance with the
               provisions of such Plan, a copy of which is on file in the office
               of the Secretary of said Company."

Section 9.     Amendment or Termination of the Plan.

        The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, but (except as provided in Section 13 below) no amendment
shall be made without approval of the stockholders of the Company which shall:
(a) increase the aggregate number of Shares with respect to which Incentive
Stock Option awards may be made under the Plan; or (b) change the class of
persons eligible to receive Incentive Stock Option awards under the Plan;
provided, however, that no amendment, suspension or termination shall impair the
rights of any individual, without his or her consent, in any award theretofore
made pursuant to the Plan.

Section 10.    Term of Plan.

        The Plan shall be effective upon the date of its adoption by the Board,
which date is February 11, 2003 (the "Effective Date"); provided that Incentive
Stock Options may be granted only if the Plan is approved by the stockholders
within twelve (12) months before or after the date of adoption by the Board.
Unless sooner terminated under the provisions of Section 8 above, Shares and
SARs shall not be granted under the Plan after the expiration of

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ten (10) years from the Effective Date of the Plan. However, awards may be
exercisable after the end of the term of the Plan.

Section 11.    Rights as Stockholder.

        Upon delivery of any Share to a director or employee, such person shall
have all of the rights of a stockholder of the Company with respect to such
Share, including the right to vote such Share and to receive all dividends or
other distributions paid with respect to such Share.

Section 12.    Merger or Consolidation.

        In the event of a Change of Control, the surviving corporation shall
either (a) exchange options, Restricted Stock and SARs issued under this Plan
for options, Restricted Stock and SARs (with the same aggregate exercise price)
to acquire and participate in that number of shares in the surviving corporation
that have a fair market value equal to the fair market value (determined on the
date of such Change of Control) of Shares that the grantee is entitled to
acquire and participate in under this Plan on the date of such Change of
Control, or (b) pay to the Grantee, as of the date of the Change of Control, the
excess of the Fair Market Value of the Shares as of the Change of Control over
the exercise price, if any, of the Award. In the event of a Change of Control,
options and SARs shall become immediately and fully exercisable and all
restrictions on Restricted Shares shall lapse.

Section 13.    Changes in Capital and Corporate Structure.

        The aggregate number of Shares and interests awarded and which may be
awarded under the Plan shall be adjusted to reflect a change in the outstanding
Shares of the Company by reason of a recapitalization, reclassification,
reorganization, stock split, reverse stock split, combination of shares, stock
dividend or similar transaction. The adjustment shall be made in an equitable
manner which will cause the awards and the economic benefits thereof to remain
unchanged as a result of the applicable transaction.

Section 14.    Service.

        An individual shall be considered to be in the service of the Company or
a Related Corporation as long as he or she remains a director or employee of the
Company or such Related Corporation. Nothing herein shall confer on any
individual the right to continued service with the Company or a Related
Corporation or affect the right of the Company or such Related Corporation to
terminate such service.

Section 15.    Withholding of Tax.

        (a)    In General. To the extent the award, issuance or exercise of
Options, Restricted Stock or SARs results in the receipt of compensation by a
director or employee, the Company is authorized to withhold a portion of such
Shares receivable or any cash compensation then or thereafter payable to such
person to pay any tax required to be withheld by reason of the receipt of the
compensation. Alternatively, the director or employee may tender Shares with a
value equal to, or a personal check in the amount of, the tax required to be
withheld.

        (b)    Stock Withholding. To the extent a grantee incurs tax liability
in connection with the exercise or vesting of any award that is subject to tax
withholding and the grantee is obligated to pay the Company the amount required
to be withheld, the Committee may, in its sole discretion, allow the grantee to
satisfy the minimum withholding tax obligation by electing to have the Company
withhold from the Shares to be issued that number of Shares having a fair market
value equal to the minimum amount required to be withheld, determined on the
date that the amount of tax to be withheld is to be determined. All elections by
a grantee to have Shares withheld for this purpose shall be made in writing in a
form acceptable to the Committee.

Section 16.    Delivery and Registration of Stock.

        The Company's obligation to deliver Shares with respect to an award
shall, if the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the individual to whom such
Shares are to be delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the

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provisions of the Securities Act or any other federal, state or local securities
legislation or regulation. It may be provided that any representation
requirement shall become inoperative upon a registration of the Shares or other
action eliminating the necessity of such representation under securities
legislation. The Company shall not be required to deliver any Shares under the
Plan prior to: (a) the admission of such Shares to listing on any stock exchange
on which Shares may then be listed, and (b) the completion of such registration
or other qualification of such Shares under any state or federal law, rule or
regulation, as the Committee shall determine to be necessary or advisable. The
Plan is intended to comply with Rule 16b-3, if applicable. Any provision of the
Plan which is inconsistent with said rule shall, to the extent of such
inconsistency, be inoperative and shall not affect the validity of the remaining
provisions of the Plan.

Section 17.    Non-Competition; Termination and Reversion.

        Notwithstanding anything contained herein to the contrary, if any
recipient of an Award competes with the Company or any Related Corporation, then
(a) any unexercised option or SAR or unvested Restricted Stock held by such
recipient shall immediately terminate; and (b) the exercise of any options or
SARs or the vesting of any Restricted Stock within the six (6) month period
immediately preceding the recipient's Termination of Service shall be rescinded
and if the recipient has sold any Shares received upon such exercise or vesting
of an Award, the recipient shall be obligated to immediately pay the Company the
fair market value, as determined by the Committee, of the Shares as of the date
of Termination of Service.

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