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                                                                 Exhibit 10.3


                        AMERICAN BUSINESS PRODUCTS, INC.
                        1999 INCENTIVE COMPENSATION PLAN




                                    SECTION 1

                                PLAN INFORMATION


         1.1      Purpose. American Business Products, Inc. (the "Company") has
established the American Business Products, Inc. 1999 Incentive Compensation
Plan (the "ICP") to further the growth and development of the Company. The ICP
encourages the employees and nonemployee directors of the Company and its
Related Companies to obtain a proprietary interest in the Company by owning its
stock. The ICP shall also provide employees and nonemployee directors with an
added incentive to stimulate their efforts in promoting the growth, efficiency
and profitability of the Company and its Related Companies and may also help to
attract outstanding employees and nonemployee directors to the service of the
Company and its Related Companies. Further, the ICP may encourage employees and
nonemployee directors to continue in the employ or service of the Company or a
Related Company.

         1.2      Awards Available Under the ICP. The ICP permits Awards of
Stock Options, Restricted Stock, Performance Shares and Performance-Based Cash
Awards. The types of Stock Options permitted under the ICP are incentive stock
options ("ISOs"), nonqualified stock options ("NSOs") and Reload Options. The
Company intends that ISOs granted under the ICP qualify as incentive stock
options under Code ss.422. NSOs are options that do not qualify as ISOs and are
subject to taxation under Code ss.83. Awards of Restricted Stock and/or
Performance Shares are subject to taxation under Code ss.83. Awards of
Performance-Based Cash Awards are subject to ordinary income taxation under Code
ss.61.

         1.3      Effective Date and Term of the ICP. The Board of Directors of
the Company adopted the ICP at its meeting on December 9, 1998, to become
effective as of February 15, 1999 ("the Effective Date"), contingent upon the
approval of the shareholders of the Company at the May 5, 1999 annual
shareholders meeting. Unless earlier terminated by the Company, the ICP shall
remain in effect until the tenth anniversary of the date the shareholders
approve the ICP. If the ICP is terminated earlier, then it shall remain in
effect as long as any Awards are outstanding.

         1.4      Operation, Administration and Definitions. The operation and
administration of the ICP is subject to the provisions of this plan document.
Capitalized terms used in the ICP are defined in Section 2 below or may be
defined within the ICP.



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                                    SECTION 2

                                PLAN DEFINITIONS

         For purposes of the ICP, the terms listed below are defined as follows:

         2.1      "1933 Act" means the Securities Act of 1933, as amended.

         2.2      "1934 Act" means the Securities Exchange Act of 1934, as
amended.

         2.3      "Agreement" means a Stock Option Agreement, a Restricted Stock
Agreement, a Performance Share Agreement or a Performance-Based Cash Award
Agreement, as applicable, the terms and conditions of which have been
established by the Committee, and which has been entered into between the
Company and an individual Key Employee or Nonemployee Director of the Company.

         2.4      "Award" means any award or benefit granted to any Participant
under the ICP, including, without limitation, the grant of Stock Options and the
award of Restricted Stock, Performance Shares and/or Performance-Based Cash
Awards.

         2.5      "Board" means the Board of Directors of the Company.

         2.6      "Cause" means

                  (a)      willful and continued failure to substantially
         perform his duties with the Company within seven (7) days after a
         written demand for substantial performance is delivered to the Key
         Employee which identifies the manner in which the Company believes that
         the Key Employee has not substantially performed his duties;

                  (b)    unlawful or willful misconduct which is economically
         injurious to the Company or to any entity in control of, controlled by
         or under common control with the Company (and its successors);

                  (c)    indictment for, conviction of, or plea of guilty or
                         nolo contendere to a felony; or

                  (d)    habitual drug or alcohol abuse which impairs the Key
         Employee's ability to perform the essential duties of his position.

         2.7      "Change in Control" means:

                  (a)    For purposes of the Plan, a "Change in Control" shall
mean the occurrence of any one of the following events (for purposes of this
subsection, the terms with an initial capital letter shall have the meanings set
forth in subsection (b) hereof unless otherwise defined in the ICP):


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                           (i)     The acquisition by a Person, together with
         Affiliates and Associates of such Person, whether by purchase, tender
         offer, exchange, reclassification, recapitalization, merger or
         otherwise, of a sufficient number of shares of Common Stock or Common
         Stock Equivalents to constitute the Person an Acquiring Person; or

                           (ii)    The acquisition by a Person (other than the
         Curtis Investment Company, LLC), together with Affiliates and
         Associates of such Person, of a number of shares of Common Stock (but
         not less than 20 percent of the shares of Common Stock) equal to or
         greater than the number of shares of Common Stock held by any Person
         who or who together with all Affiliates and Associates of such Person,
         is the Beneficial Owner of 30 percent or more of the shares of Common
         Stock as of the effective date of the ICP; or

                           (iii)   During any period of two consecutive years,
         individuals who at the beginning of such period constitute the Board
         cease for any reason to constitute at least a majority thereof, unless
         the election of each director who was not a director at the beginning
         of such period has been approved in advance by a majority of the
         Continuing Directors then in office; or

                           (iv)    Any merger or consolidation the result of
         which is that less than 70 percent of the common stock, Voting
         Securities or other equity interests of the surviving or resulting
         corporation or other Person shall be owned in the aggregate by the
         former shareholders of the Company, other than Affiliates or Associates
         of any party to such merger or consolidation, as the same shall have
         existed immediately prior to such merger or consolidation; or

                           (v)     The sale by the Company, in one transaction
         or a series of related transactions, whether in liquidation,
         dissolution or otherwise, of assets or earning power aggregating more
         than 50 percent of the assets or earning power of the Company and its
         Subsidiaries (taken as a whole) to any other Person or Persons.

                  (b)      The following definitions shall apply in determining
         when a Change in Control has occurred:

                           (i)     "Acquiring Person" shall mean any Person who
         or which, together with all Affiliates and Associates of such Person,
         shall become the Beneficial Owner of 30 percent or more of the shares
         of Common Stock then outstanding, but shall not include the Company,
         any Subsidiary of the Company, or any Person who or which, together
         with all Affiliates and Associates of such Person, is the Beneficial
         Owner of 30 percent or more of the shares of Common Stock as of the
         effective date of the ICP, any employee benefit plan of the Company or
         of any Subsidiary of the Company [if approved by a majority of the
         Continuing Directors], or any Person or entity organized, appointed or
         established by the Company for or pursuant to the terms of any such
         plan.

                           (ii)    "Affiliate" shall have the meaning ascribed
         to such term in Rule 12b-2 of the General Rules and Regulations under
         the 1934 Act, as in effect on the


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     effective date of the ICP.

               (iii)    "Associate" shall mean:

                        (A)    Any corporation or organization, or parent or
          subsidiary of such corporation or organization, of which a Person is
          an officer, director or partner or is, directly or indirectly, the
          Beneficial Owner of 10 percent or more of any class of equity
          securities;


                        (B)    Any trust or other estate in which a Person has
          a beneficial interest of 10 percent or more or as to which such Person
          serves as trustee or in a similar fiduciary capacity; and

                        (C)    Any brother or sister (whether by whole or half
          blood), ancestor, lineal descendant or spouse of a Person, or any such
          relative of such spouse.

               (iv)     "Beneficial Owner" shall mean, with respect to any
     securities, any Person who, together with such Person's Affiliates and
     Associates, directly or indirectly:

                        (A)    Has the right to acquire such securities
          (whether such right is exercisable immediately or only after the
          passage of time) pursuant to any agreement, arrangement or
          understanding (whether or not in writing) or upon the exercise of
          conversion rights, exchange rights, rights, warrants or options, or
          otherwise; provided, a Person shall not be deemed the Beneficial Owner
          of, or to Beneficially Own:

                               (1)   Securities acquired by participation in
                        good faith in a firm commitment underwriting by a Person
                        engaged in business as an underwriter of securities
                        until the expiration of 40 days after the date of such
                        acquisition; or

                               (2)    Securities tendered pursuant to a tender
                        or exchange offer made by such Person or any of such
                        Person's Affiliates or Associates until such tendered
                        securities are accepted for purchase or exchange; or

                               (3)    Securities issuable upon exercise of
                        rights issued to all shareholders generally, which
                        rights are only exercisable upon separation from the
                        Common Stock, or securities issuable upon exercise of
                        rights that have separated from the Common Stock upon
                        the occurrence of events specified in a rights agreement
                        between the Company and a rights agent;

                        (B)    Has the right to vote or dispose of or has
          Beneficial Ownership (as determined pursuant to Rule 13d-3 of the
          General Rules and Regulations under the 1934 Act) of such securities,
          including pursuant to any 4


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          agreement, arrangement or understanding, whether or not in writing;
          provided, a Person shall not be deemed the Beneficial Owner of, or to
          Beneficially Own, any security under this subparagraph (ii) as a
          result of an agreement, arrangement or understanding to vote such
          security if such agreement, arrangement or understanding:

                               (1)   Arises solely from a revocable proxy given
                        in response to a public proxy or consent solicitation
                        made pursuant to, and in accordance with, the applicable
                        provisions of the General Rules and Regulations under
                        the 1934 Act; and

                               (2)   Is not also then reportable by such Person
                        on Schedule 13D under the 1934 Act (or any comparable or
                        successor report); or

                        (C)    With respect to any securities which are
          Beneficially Owned, directly or indirectly, by any other Person (or
          any Affiliate or Associate thereof), has any agreement, arrangement or
          understanding (whether or not in writing), for the purpose of
          acquiring, holding, voting (except pursuant to a revocable proxy as
          described herein or disposing of any voting securities of the Company.

               (vi)     "Common Stock Equivalents" shall mean preferred stock or
     other equity securities of the Company having the right to be converted by
     the holders thereof into shares of Common Stock, or having the right to
     vote generally for the election of directors and on other matters. For
     purposes of determining the total amount of Common Stock and Common Stock
     Equivalents owned by any Person, such Common Stock Equivalents shall be
     equal to the number of shares into which they may be converted by the
     holders thereof, or in the case of securities that are not convertible
     having the right to vote, shall be equal to the number of votes they are
     entitled to cast in elections for directors.

               (vii)    "Continuing Director" shall mean:

                        (A)     Any member of the Board who is not an
          Acquiring Person, or an Affiliate or Associate of an Acquiring Person,
          or a representative of an Acquiring Person or of any such Affiliate or
          Associate, and was a member of the Board prior to the effective date
          of the ICP; or

                        (B)    Any Person who subsequently becomes a member of
          the Board who is not an Acquiring Person, or an Affiliate or Associate
          of an Acquiring Person, or a representative of an Acquiring Person or
          of any such Affiliate or Associate, if such Person's nomination for
          election or election to the Board is recommended or approved by a
          majority of the Continuing Directors.

               (viii)   "Person" shall mean any individual, firm, corporation,
     partnership


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         or other entity.

               (ix)    "Subsidiary" shall mean any corporation, partnership,
     joint venture, trust or other entity more than 50 percent of the Voting
     Securities of which are Beneficially Owned, directly or indirectly, by a
     Person.

               (x)     "Voting Securities" shall mean any class of then
     outstanding shares of stock or other beneficial interests entitled to vote
     in election of directors or other Persons charged with management of a
     Person.

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

         2.9   "Committee" means the Compensation and Nominating Committee of
the Board of Directors of the Company.

         2.10  "Common Stock" means the common stock, $2.00 par value per
share, of the Company.

         2.11  "Company" means American Business Products, Inc.

         2.12  "Disability" means a Participant's eligibility to receive
long-term disability benefits under a plan sponsored by the Company or one of
its Related Companies, or if no such plan is applicable, a Participant's
inability to engage in the essential functions of his or her duties due to a
medically-determinable physical or mental impairment, illness or injury, which
can be expected to result in death or to be of long-continued and indefinite
duration.

         2.13  "Effective Date" means February 15, 1999, subject to shareholder
approval.

         2.14  "Exercise Price" means the purchase price of the shares of Common
Stock underlying a Stock Option.

         2.15  "Fair Market Value" means, as of any date of determination, the
closing sale price per share of the Common Stock as published in the Eastern
Edition of The Wall Street Journal report on the New York Stock Exchange
Composite Transactions (or other established exchange on which the Common Stock
is listed).

         2.16  "ICP" means this American Business Products, Inc. 1999 Incentive
Compensation Plan.

         2.17  "Incentive Stock Option" or "ISO" means an incentive stock option
within the meaning of Code ss.422.

         2.18  "Key Employee" means any common law key employee of the Company
or a Related Company who is actively employed at the time Awards are made.
However, only employees of the Company and any "parent" or "subsidiary" of the
Company (as those terms are defined in Code ss.424) are eligible to receive
ISOs.

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         2.19  "Nonemployee Director" means any individual serving as a member
of the Board of Directors of the Company or any of its Related Companies.

         2.20  "Nonqualified Stock Option" or "NSO" means an option which is not
an incentive stock option within the meaning of Code ss.422(b).

         2.21  "Optionee" means a Key Employee or Nonemployee Director who is
granted a Stock Option.

         2.22  "Participant" means an Optionee or a Recipient.

         2.23  "Performance-Based Cash Award" means an award of the right,
subject to such conditions, restrictions and contingencies as the Committee
determines, including specifically the satisfaction of specified Performance
Measures, to receive a cash payment.

         2.24  "Performance-Based Cash Award Agreement" means a written
agreement or other document signed and dated by the Committee (or its designee)
and a Recipient that specifies the terms and conditions of an Award of a
Performance-Based Cash Award.

         2.25  "Performance Measures" means any one or more of the criteria or
measurements by which specific performance goals may be established and
performance may be measured, as determined by the Committee in its discretion,
pursuant to the provisions of Section 5.2.

         2.26  "Performance Share" means an award of the right, subject to such
conditions, restrictions and contingencies as the Committee determines,
including specifically the satisfaction of specified Performance Measures, to
receive one share of Common Stock in the future.

         2.27  "Performance Share Agreement" means a written agreement signed
and dated by the Committee (or its designee) and a Recipient that specifies the
terms and conditions of an Award of Performance Shares.

         2.28  "Pricing Date" means the date on which a Stock Option is granted.
However, the Committee may specify as the Pricing Date in the Option Agreement
of an NSO the date on which the Optionee is hired or promoted (or some similar
event).

         2.29  "Recipient" means a Key Employee or Nonemployee Director who is
awarded Restricted Stock, Performance Shares or Performance-Based Cash Awards.

         2.30  "Related Company" means any member within the Company's
controlled group of corporations, as that term is defined in Code ss.1563(a), in
addition to any partnerships, joint ventures, limited liability companies,
limited liability partnerships or other entities in which the Company owns more
than a 50 percent interest.

         2.31  "Reload Option" means a Stock Option granted to an active
employee who is an Optionee who exercises a previously-held Stock Option by
tendering Common Stock for part or all of the Exercise Price or withholding
amounts, pursuant to the provisions of the ICP.


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         2.32  "Reporting Person" means a Key Employee or Nonemployee Director
who is subject to the reporting requirements of Section 16 of the 1934 Act.

         2.33  "Restricted Stock" means an Award of Common Stock subject to such
conditions, restrictions and contingencies as the Committee determines,
including the satisfaction of specified Performance Measures.

         2.34  "Restricted Stock Agreement" means a written agreement signed and
dated by the Committee (or its designee) and a Recipient that specifies the
terms and conditions of an Award of Restricted Stock.

         2.35  "Stock Option" means an ISO, NSO or Reload Option, as applicable,
granted to a Key Employee or Nonemployee Director, as applicable, under the ICP.

         2.36  "Stock Option Agreement" means a written agreement signed and
dated by the Committee (or its designee) and an Optionee that specifies the
terms and conditions of a Stock Option or Reload Option.


                                    SECTION 3

                               PLAN ADMINISTRATION


         3.1   Administration. The Compensation Committee of the Board of
Directors of the Company (the "Committee") shall control and manage the
operation and administration of the ICP.

               (a)    The Committee may make one or more Awards under the ICP to
         a Key Employee or a Nonemployee Director, who shall become a
         Participant in the ICP. In addition, the Committee may make one or more
         Awards under the ICP to an individual who has accepted an offer of
         employment from the Company but who has not yet become a Key Employee,
         providing that the Committee shall designate appropriate restrictions
         on such Awards in the event the individual does not actually become a
         Key Employee. The Committee shall decide to whom and when to grant an
         Award, the type of Award that it shall grant and the number of shares
         of Common Stock covered by the Award. The Committee shall also decide
         the terms, conditions, performance criteria, restrictions and other
         provisions of the Award. The Committee may grant a single Award or an
         Award in combination with another Award(s) to a Participant. The
         Committee may grant an Award as an alternate to or replacement of an
         existing award under the ICP or under any other compensation plan or
         arrangement of the Company or a Related Company, including a plan of
         any entity acquired by the Company or a Related Company, but the
         Committee may not increase or decrease the exercise price of any
         existing Awards. In making Award decisions, the Committee may take into
         account the nature of services rendered by the individual, the
         individual's present and potential contribution to the Company's
         success

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         and such other factors as the Committee, in its sole discretion, deems
         relevant.

                  (b)    The Committee shall decide whether and to what extent
         Awards under the ICP shall be structured to conform with Code ss.162(m)
         requirements for the exemption applicable to performance-based
         compensation. The Committee may take any action, establish any
         procedures and impose any restrictions that it finds necessary or
         appropriate to conform with Code ss.162(m). If every member of the
         Committee does not meet the definition of "outside director" as defined
         in Code ss.162(m), the Committee shall form a subcommittee of those
         members who do meet that definition, and that subcommittee shall have
         all authority and discretion to act as the Committee to make Awards
         that conform with Code ss.162(m).

                  (c)    The Committee shall interpret the ICP, establish and
         rescind any rules and regulations relating to the ICP, decide the terms
         and provisions of any Agreements made under the ICP, and determine how
         to administer the ICP. The Committee shall also decide administrative
         methods for the exercise of Stock Options. Each Committee decision
         shall be final, conclusive and binding on all parties.

                  (d)    The Committee shall act by a majority of its then
         members, at a meeting of the Committee or by unanimous written consent.
         The Committee shall keep adequate records concerning the ICP and the
         Committee's proceedings and acts in such form and detail as the
         Committee may decide.

            3.2   Delegation by Committee. Unless prohibited by applicable law
or the applicable rules of a stock exchange, the Committee may allocate all or
some of its responsibilities and powers to any one or more of its members. The
Committee may also delegate all or some of its responsibilities and powers to
any person or persons it selects. The Committee may revoke any such allocation
or delegation at any time.

            3.3   Information to be Furnished to Committee. So that the
Committee may discharge its duties, it may require the Company, its Related
Companies, Participants and other persons entitled to benefits under the Plan to
provide it with certain data and information.

            3.4   Indemnification. In addition to such other rights of
indemnification that they have as members of the Board or the Committee, the
Company shall indemnify the members of the Committee (and any designees of the
Committee, as permitted under Section 3.2), to the extent permitted by
applicable law, against reasonable expenses (including, without limitation,
attorney's fees) actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal, 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 ICP or any Award awarded
hereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved to the extent required by and in the manner provided
by the articles of incorporation or the bylaws of the Company relating to
indemnification of the members of the Board) or paid by them in satisfaction of
a judgment in any such action, suit or proceeding,

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except in relation to such matters as to which it is adjudged in such action,
suit or proceeding that such Committee member or members (or their designees)
did not act in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Company.

                                    SECTION 4

                            STOCK SUBJECT TO THE PLAN

         4.1      Stock Subject to Awards.

         Stock subject to Awards and other provisions of the ICP shall consist
of the following:

                  (a)      authorized but unissued shares of Common Stock;

                  (b)      shares of Common Stock held by the Company in its
         treasury; or

                  (c)      shares of Common Stock purchased by the Company in
         the open market.


         4.2      Shares of Common Stock Subject to Awards.

         Subject to adjustment in accordance with the provisions of Section 7,
the maximum number of shares of Common Stock that may be issued under the ICP
shall equal the sum of:

                  (a)    609,076 shares of Common Stock, which represents the
         remaining available shares under the American Business Products, Inc.
         1981 Stock Option Plan (the "1981 Plan") , the American Business
         Products, Inc. 1991 Stock Incentive Plan (the "1991 Plan") and the
         American Business Products, Inc. 1993 Directors Stock Incentive Plan
         (the "Directors Plan"), as of the Effective Date;

                  (b)    the number of shares of Common Stock subject to Options
         and Performance Shares awarded under the ICP which are forfeited,
         canceled or expired without the issuance of Common Stock;

                  (c)    the number of shares of previously-held Common Stock
         tendered to the Company in payment of the Exercise Price and/or in
         satisfaction of income tax or other withholding obligations under the
         ICP, the 1981 Plan, the 1991 Plan or the Directors Plan, other than
         Common Stock tendered by any Reporting Person;

                  (d)    the number of shares of Common Stock subject to option
         grants (but not restricted stock awards) under the 1981 Plan, the 1991
         Plan and the Directors Plan which are forfeited, canceled or expired
         without the issuance of Common Stock; and

                  (e)    the number of shares of Common Stock, to the extent
         authorized by the


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         Board for purposes of the ICP, which are repurchased by the Company in
         the open market or in a private transaction after the Effective Date.

         4.3      Maximum Number of Shares for Certain Types of Awards. Unless
increased by amendment to the ICP and approved by the shareholders of the
Company, the maximum number of shares that may be issued under ISOs is 600,000
shares and the maximum number of shares that may be issued as Restricted Stock
is 400,000 under the provisions of the ICP.


                                    SECTION 5

                         PERFORMANCE-BASED COMPENSATION

         5.1      Awards of Performance-Based Compensation. At its discretion,
the Committee may make Awards to Participants intended to comply with the
"performance-based" compensation provisions of Code Section 162(m). Therefore,
the number of option shares vesting or becoming transferable or amounts payable
with respect to grants of Stock Options, awards of Restricted Stock, Performance
Shares and/or Performance-Based Cash Awards may be determined based on the
attainment of written performance goals approved by the Committee for a
performance period. The performance goal shall state, in terms of an objective
formula or standard, the method of computing the amount of compensation payable
to the Participant if the goal is attained. The performance goals must be
established by the Committee in writing no more than 90 days after the
commencement of the performance period or, if less, the number of days which is
equal to 25% of the relevant performance period. Performance goals will be based
on the attainment of one or more Performance Measures. To the degree consistent
with Code ss.162(m), the performance goals may be calculated without regard to
extraordinary items.

         5.2      Performance Measures. The Performance Measures, upon which the
written performance goals shall be based, include one or more (or combinations)
of the following: (i) earnings per share; (ii) consolidated earnings before or
after interest, taxes, depreciation and/or amortization, (iii) net operating
profit before or after interest, taxes, depreciation and/or amortization, (iv)
net operating income, (v) book value per share, (vi) return on shareholders'
equity, (vii) return on assets, (viii) return on capital, (ix) capital
structure, (x) profitability of an identifiable business unit or product, (xi)
maintenance or improvement of profit margins, (xii) stock price, (xiii) market
share, (xiv) gross or net revenues or sales, (xv) costs, (xvi) cash flow, (xvii)
working capital, (xviii) gross or net profit, (xix) expense management or (xx)
economic profit. The foregoing Performance Measures may relate to the Company,
one or more of its subsidiaries, one or more of its divisions or units or any
combination of the foregoing and may be applied on an absolute basis, growth or
decline basis, or be relative to one or more peer group companies or indices, or
any combination thereof, all as the Committee determines. To the degree
consistent with Code ss.162(m), the performance goals may be calculated without
regard to extraordinary items.

         5.3      Shareholder Approval. For Awards to constitute
performance-based



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compensation under Code ss.162(m), the material terms of Performance Measures on
which the performance goals are to be based must be disclosed to and
subsequently approved by the Company's shareholders prior to payment of the
compensation. Shareholder approval of the ICP is necessary for the Awards to
meet the Code ss.162(m) exemption.

         5.4      Code ss.162(m) Committee and Committee Certification. Awards
intended to qualify for exemption as performance-based compensation shall be
granted by a committee of "outside directors" as defined in Code ss.162(m).
Pursuant to the provisions of Section 3.1(b) hereof, the Committee may establish
a Code ss.162(m) subcommittee, if necessary, to make such grants. Any payment of
compensation with respect to an Award which is intended to be performance-based
compensation will be subject to the written certification of the Code ss.162(m)
Committee that the Performance Measures were satisfied prior to the payment of
the performance-based compensation. This written certification may include the
approved minutes of the Committee meeting in which the certification is made.


                                    SECTION 6

                                  STOCK OPTIONS


         6.1      Stock Option Agreement. When the Committee grants a Stock
Option hereunder, it shall prepare (or cause to be prepared) a Stock Option
Agreement that specifies the following terms:

                  (a)      the name of the Optionee;

                  (b)      the total number of shares of Common Stock to which
                           the Stock Option pertains;

                  (c)      the Exercise Price of the Stock Option;

                  (d)      the date as of which the Committee granted the Stock
                           Option;

                  (e)      the type of Stock Option granted;

                  (f)      the requirements for the Stock Option to become
         exercisable, such as continuous service, time-based schedule, period
         and goals for Performance Measures to be satisfied, etc.; and

                  (g)      whether Reload Options are available with respect to
         the Stock Option and if so, any limitations on the granting of or
         number of successive Reload Options that may be granted with regard to
         the Stock Option and any Reload Options under the Stock Option.



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         6.2      Maximum Award Per Year. Subject to readjustment pursuant to
Section 10.1 of the ICP, the maximum number of shares that may be awarded under
Stock Options to any individual during any one calendar year is 500,000 shares.

         6.3      Exercise Price.

                  (a)      Unless the Committee determines to grant a Stock
         Option at a higher Exercise Price, the Exercise Price of each Stock
         Option shall be 100% of the Fair Market Value of a share of Common
         Stock as of the Pricing Date (110% of the Fair Market Value of a share
         of Common Stock as of the Pricing Date for an ISO optionee who owns
         more than ten percent of the voting power of all classes of stock of
         either the Company or any "parent" or "subsidiary" of the Company as
         defined in Code ss.424).

                  (b)      Notwithstanding any other provision of the ICP to the
         contrary (other than the provisions of Section 10.1 relating to
         adjustments due to certain corporate transactions), (i) the Exercise
         Price of a Stock Option may not be changed subsequent to the date of
         grant of the Stock Option, and (ii) a Stock Option may not be replaced,
         regranted or substituted subsequent to the date of grant if such action
         shall have the effect of a "repricing" of the Stock Option.

         6.4      Exercisability.

                  (a)      General Schedule. Unless the Committee specifies
         otherwise in the Stock Option Agreement, each Stock Option shall become
         exercisable according to the following schedule:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
         AS OF THE FOLLOWING ANNIVERSARY OF THE                         THE STOCK OPTION SHALL BECOME
              STOCK OPTION'S DATE OF GRANT:                       EXERCISABLE IN THE FOLLOWING PERCENTAGES:
-----------------------------------------------------------------------------------------------------------
         <S>                                                      <C>
                  One-year anniversary                                               25%
-----------------------------------------------------------------------------------------------------------
                  Two-year anniversary                                               25%
-----------------------------------------------------------------------------------------------------------
                  Three-year anniversary                                             25%
-----------------------------------------------------------------------------------------------------------
                  Four-year anniversary                                              25%
-----------------------------------------------------------------------------------------------------------
</TABLE>

         Before the one-year anniversary of the date of grant, no part of the
         Stock Option is exercisable. Once a portion of a Stock Option is
         exercisable, that portion continues to be exercisable until the Stock
         Option expires (as described in Section 6.5 hereof).

                  (b)      Other Vesting Requirements. The Committee may impose
         any other conditions, restrictions and contingencies on awards of Stock
         Options. Such conditions,



                                       13

<PAGE>   14

         restrictions and contingencies may consist of a requirement of
         continuous service and/or the satisfaction of specified Performance
         Measures. The Committee may designate a single goal criterion or
         multiple goal criteria for performance measurement purposes.

                  (c)      Accelerated Exercisability. The Committee shall
         always have the power to accelerate the exercisability of any Stock
         Option granted under the ICP. In the event of one of the following
         events, any outstanding Stock Options shall immediately become fully
         exercisable and shall remain exercisable until the expiration date of
         the Stock Option (as described in Section 6.5 hereof):

                           (i)      the Optionee's death;

                           (ii)     the Optionee's Disability;

                           (iii)    the Optionee's retirement after attainment
                                    of age 60; or

                           (iv)     a Change of Control of the Company.

         6.5      Expiration Date.

                  (a)      Latest Expiration Date. Unless the Committee
         specifies otherwise in the Stock Option Agreement, subject to section
         (b) below, the term of a Stock Option granted under the ICP begins on
         the date of grant and ends ten years after the date of grant (or five
         years from the date of grant for an ISO optionee who owns more than ten
         percent of the voting power of all classes of stock of either the
         Company or any "parent" or "subsidiary" of the Company as defined in
         Code ss.424).

                  (b)      Accelerated Expiration Date. Unless the Committee
         specifies otherwise in the Stock Option Agreement, the Expiration Date
         of any Stock Option shall be the earliest to occur of the following:

                           (i)      The date ten years from the date of grant of
                                    the Stock Option;

                           (ii)     The date three (3) months following the date
                                    of the Optionee's termination of employment
                                    with the Company and all Related Companies
                                    for any reason other than death, Disability,
                                    retirement after attainment of age 60 or
                                    discharge for Cause;

                           (iii)    The date of the Optionee's termination of
                                    employment with the Company and all Related
                                    Companies due to discharge for Cause;

                           (iv)     The two-year anniversary of the Optionee's
                                    termination of employment with the Company
                                    and all Related Companies due to death;



                                       14

<PAGE>   15

                           (v)      The two-year anniversary of the Optionee's
                                    termination of employment with the Company
                                    and all Related Companies due to Disability;
                                    or

                           (vi)     The two-year anniversary of the Optionee's
                                    termination of employment with the Company
                                    and all Related Companies due to retirement
                                    after attainment of age 60.

                  If all or part of an ISO is not exercised within three (3)
                  months after the date of the Optionee's termination of
                  employment for any reason except death and disability, but
                  remains exercisable, the unexercised portion thereof shall
                  automatically be treated as an NSO for the remainder of the
                  term of the Option. Similarly, if all or part of an ISO is not
                  exercised within one (1) year after the date of the Optionee's
                  termination of employment due to death or disability, but
                  remains exercisable, the unexercised portion thereof shall
                  automatically be treated as an NSO for the remainder of the
                  term of the Option.

         The Committee shall always have the authority and discretion to extend
         the Expiration Date of any Stock Option as long as the extended
         Expiration Date is not later than the tenth anniversary of the date of
         grant. To the extent the Committee extends the Expiration Date of an
         ISO beyond any legal period for ISO tax treatment, the ISO shall
         automatically convert to a NSO for the remainder of the extended
         exercise period.

         6.6      Minimum Exercise Amount. Unless the Committee specifies
otherwise in the Stock Option Agreement, an Optionee may exercise a Stock Option
for less than the full number of shares of Common Stock subject to the Stock
Option. However, such exercise may not be made for less than 100 shares or the
total remaining shares subject to the Stock Option. The Committee may in its
discretion specify other Stock Option terms, including restrictions on frequency
of exercise and periods during which Stock Options may not be exercised.

         6.7      Payment of Exercise Price. The Optionee must pay the full
Exercise Price for shares of Common Stock purchased upon the exercise of any
Stock Option at the time of such exercise by one of the following forms of
payment:

                  (a)      cash;

                  (b)      by tendering previously-held shares of Common Stock
         which have a value equal to the Exercise Price at the time of exercise.
         The Optionee must have held the tendered shares of Common Stock for at
         least six months prior to their tender. The Optionee may tender shares
         of Common Stock either by attestation or by the delivery of a
         certificate or certificates for shares duly endorsed for transfer to
         the Company with medallion level signature guarantee by a member firm
         of a national stock exchange, by a national or state bank (or
         guaranteed or notarized in such other manner as the Committee



                                       15

<PAGE>   16

         may require);

                  (c)      broker-assisted cashless exercise; or

                  (d)      any combination of the above forms or any other form
         of payment permitted by the Committee.

         6.8      Reload Options. Unless otherwise designated by the Committee
in the applicable Stock Option Agreement, each Stock Option shall be subject to
one Reload Option. The Committee may specify any limitations that shall apply to
the granting of the Reload Option. If it so desires, the Committee may permit
multiple, successive Reload Options for a Stock Option, and may designate such
in the Stock Option Agreement. Notwithstanding the terms of any Stock Option
Agreement, the Committee shall grant Reload Options only to Participants who are
actively employed in good standing by the Company or a Related Company at the
time the grant of the Reload Option is to be made. If the Committee has
designated a Stock Option as having an accompanying Reload Option, the Committee
shall grant a Reload Option for the same number of shares as is tendered by the
Optionee in payment of the Exercise Price and/or tax or other withholding
obligations upon exercise of the Stock Option. The Reload Option shall have the
same terms and conditions as the related original Stock Option, including the
expiration date of the original Stock Option, except that (i) the Exercise Price
for a Reload Option shall be the Fair Market Value of the Common Stock as of the
date of grant of such Reload Option, and (ii) the Reload Option shall become
fully exercisable six months after its date of grant.

         6.9      Transferability. Unless the Committee specifies otherwise in
the Stock Option Agreement, an Optionee may transfer Stock Options under the ICP
only by the laws of descent and distribution. After the death of an Optionee,
only the executor or administrator of the Optionee's estate may exercise an
outstanding Stock Option.

         6.10     Rights as a Shareholder. An Optionee shall first have rights
as a shareholder of the Company with respect to shares of Common Stock covered
by a Stock Option only when the Optionee has paid the Exercise Price in full and
the shares have been issued to the Optionee.



                                    SECTION 7

                                RESTRICTED STOCK


         7.1      Restricted Stock Agreement. When the Committee awards
Restricted Stock hereunder, it shall prepare (or cause to be prepared) a
Restricted Stock Agreement that specifies the following terms:

                  (a)      the name of the Recipient;



                                       16

<PAGE>   17

                  (b)      the total number of shares of Common Stock to which
         the Award of Restricted Stock pertains;

                  (c)      a description of any restrictions applicable to the
         Restricted Stock; and

                  (d)      the date as of which the Committee awarded the
         Restricted Stock.

         7.2      Maximum Award Per Year. Subject to readjustment pursuant to
Section 10.1 of the ICP, the maximum number of shares that may be awarded as
Restricted Stock to any individual during any one calendar year is 250,000
shares.

         7.3      Vesting. Unless the Committee specifies in the Restricted
Stock Agreement that an alternative vesting schedule shall apply, that other
vesting requirements shall apply or that no vesting requirements shall apply, an
Award of Restricted Stock shall become vested and nonforfeitable on the fourth
anniversary of the date of grant, and before the fourth anniversary of the date
of the Award, no portion of the Restricted Stock shall be vested.

         7.4      Other Vesting Requirements. The Committee may impose any other
conditions, restrictions and contingencies on awards of Restricted Stock. Such
conditions, restrictions and contingencies may consist of a requirement of
continuous service and/or the satisfaction of specified Performance Measures.
The Committee may designate a single goal criterion or multiple goal criteria
for performance measurement purposes.

         7.5      Accelerated Vesting. The Committee shall always have the right
to accelerate vesting of any Restricted Stock awarded under this ICP.

                  (a)      In the event of one of the following events, any
         outstanding Awards of Restricted Stock which remain subject to vesting
         requirements shall immediately become vested pursuant to the provisions
         of subsection (b) hereof:

                           (i)      the Recipient's death;

                           (ii)     the Recipient's Disability;

                           (iii)    the Recipient's retirement after attainment
                                    of age 60; or

                           (iv)     a Change in Control of the Company.

                  (b)      If an outstanding Award of Restricted Stock remains
         subject only to a time-based vesting schedule (i.e., one that requires
         only that the Recipient remain employed for the passage of a specified
         time period), then such Award shall immediately become fully vested and
         nonforfeitable upon one of the events in subsection (a) above. If an
         outstanding Award of Restricted Stock remains subject to any other type
         of vesting



                                       17

<PAGE>   18

         schedule or requirement (e.g., a performance-based schedule), then upon
         one of the events in subsection (a) above, a proportion of the shares
         subject to such Award shall become vested and nonforfeitable, equal to
         the proportion of the time completed through the date of the applicable
         event to the performance measurement period for the Award, with target
         performance level deemed to be achieved as of the date of the
         applicable event. In the event an Award was originally scheduled
         without a designated target performance level (e.g., a single
         performance level or minimum and maximum performance levels), then the
         performance level that, if met, would have resulted in the least number
         of shares becoming vested shall be treated as the target level.

         7.6      Termination of Employment. Unless the Committee decides
otherwise, all shares of Restricted Stock which remain subject to restriction
upon the Recipient's termination of employment for any reason other than the
events listed in Section 7.5(a) shall lapse and be forfeited by the Recipient.

         7.7      Formula Awards to Nonemployee Directors. Each Nonemployee
Director shall receive an Award of Restricted Stock, according to the following
terms and conditions:

                  (a)      Number of Shares. Shares of Restricted Stock shall be
         awarded to the Nonemployee Directors according to the following
         formula:

                           (i)      As of the date of his initial election to
                                    the Board, each Nonemployee Director shall
                                    be awarded 200 shares of Restricted Stock;

                           (ii)     As of the date of the annual shareholders
                                    meeting which follows an employee director's
                                    retirement after age 60 as an employee of
                                    the Company and continuance of his role as a
                                    Nonemployee Director, such Nonemployee
                                    Director shall be awarded 200 shares of
                                    Restricted Stock; and

                           (iii)    As of the date of the annual shareholders
                                    meeting at the beginning of each year for
                                    which a Nonemployee Director is reelected or
                                    continues to serve as a director of the
                                    Company, the Nonemployee Director shall be
                                    awarded 100 shares of Restricted Stock.

                  (b)      Limitation on Awards under Formula. Each Nonemployee
         Director shall receive no more than a total of 2,000 shares of
         Restricted Stock under the formula provisions of this Section 7.6 of
         the ICP and under the Company's 1993 Directors Stock Incentive Plan
         (which has been replaced by the ICP).

                  (c)      Vesting of Formula Awards. Any shares of Restricted
         Stock awarded to a Nonemployee Director under the provisions of this
         Section 7.6 shall become vested and nonforfeitable on the earlier of:
         (A) the first anniversary of the date of the Award; (B) the



                                       18

<PAGE>   19

         date on which the Board determines, on the basis of medical evidence,
         that the Nonemployee Director has become totally and permanently
         disabled; (C) the date the Nonemployee Director has attained age 70 and
         retired from service on the Board; (D) the date of death of the
         Nonemployee Director; (E) the date the Nonemployee Director ceases to
         serve on the Board for any reason; or (F) a Change in Control of the
         Company.

         7.8      Delivery of Restricted Stock.

                  (a)      Issuance. The Company shall issue the shares of
         Restricted Stock within a reasonable period of time after execution of
         the Restricted Stock Agreement; provided, if any law or regulation
         requires the Company to take any action (including, but not limited to,
         the filing of a registration statement under the 1933 Act and causing
         such registration statement to become effective) with respect to such
         shares before the issuance thereof, then the date of delivery of the
         shares shall be extended for the period necessary to take such action.

                  (b)      Legend. Unless the certificate representing shares of
         the Restricted Stock are deposited with a custodian (as described in
         subparagraph (c) hereof), each certificate shall bear the following
         legend (in addition to any other legend required by law):

                           "The transferability of this certificate and the
                           shares represented hereby are subject to the
                           restrictions, terms and conditions (including
                           forfeiture and restrictions against transfer)
                           contained in the American Business Products, Inc.
                           1999 Incentive Compensation Plan and a Restricted
                           Stock Agreement dated __________, ____, between
                           ________________ and American Business Products, Inc.
                           The Plan and the Restriction Agreement are on file in
                           the office of the Corporate Secretary of American
                           Business Products, Inc."

         Such legend shall be removed or canceled from any certificate
         evidencing shares of Restricted Stock as of the date that such shares
         become nonforfeitable.

                  (c)      As an alternative to delivering a stock certificate
         to the Recipient, the Committee may deposit or transfer such shares
         electronically to a custodian designated by the Committee. The
         Committee shall cause the custodian to issue a receipt for the shares
         to the Recipient for any Restricted Stock so deposited. The custodian
         shall hold the shares and deliver the same to the Recipient in whose
         name the Restricted Stock evidenced thereby are registered only after
         such shares become nonforfeitable.

         7.9      Transferability. Unless the Committee specifies otherwise in
the Restricted Stock Agreement, a Recipient may not sell, exchange, transfer,
pledge, hypothecate or otherwise dispose of shares of Restricted Stock awarded
under this ICP while such shares are still subject to restriction.

         7.10     Effect of Restricted Stock Award. A Recipient of Restricted
Stock shall have



                                       19

<PAGE>   20

immediate rights of ownership in the shares of Restricted Stock, including the
right to vote the shares and the right to receive dividends with respect to the
shares.


                                    SECTION 8

                               PERFORMANCE SHARES


         8.1      Performance Share Agreement. When the Committee awards
Performance Shares hereunder, the Committee shall prepare (or cause to be
prepared) a Performance Share Agreement that specifies the following terms:

                  (a)      the name of the Recipient;

                  (b)      the total number of Performance Shares awarded;

                  (c)      the period over which performance is to be measured;

                  (d)      the Performance Measures upon satisfaction of which
                           the Performance Shares are to become vested and
                           nonforfeitable; and

                  (e)      the date as of which the Committee awarded the
                           Performance Shares.

         8.2      Maximum Award Per Year. Subject to readjustment pursuant to
Section 10.1 of the ICP, the maximum number of shares that may be awarded as
Performance Shares to any individual during any one calendar year is 250,000
shares.

         8.3      Performance Share Account. When the Committee awards
Performance Shares hereunder, the Company shall establish a bookkeeping account
for the Recipient which shall accurately reflect the number of Performance
Shares awarded to the Recipient.

         8.4      Dividends. On each date on which a dividend is distributed by
the Company on shares of Common Stock (whether paid in cash, Common Stock or
other property), the Recipient's Performance Share account shall be credited
with an additional whole or fractional number of Performance Shares. The number
of additional Performance Shares to be credited shall be determined by dividing
the product of the dividend value times the number of Performance Shares
standing in the Recipient's account on the dividend record date by the Fair
Market Value of the Common Stock on the date of the distribution of the dividend
(i.e., dividend amount x number of whole and fractional Performance Shares as of
the dividend record date / Fair Market Value of Common Stock as of dividend
distribution date). Accounts shall be maintained and determinations shall be
calculated to three decimal places.

         8.5      Vesting. The Committee shall specify in the Performance Share
Agreement the manner in which Performance Shares shall vest and become
nonforfeitable, as well as any



                                       20

<PAGE>   21

conditions, restrictions and contingencies to which the Performance Shares are
subject. Such conditions, restrictions and contingencies may consist of a
requirement of continuous service and the satisfaction of specified Performance
Measures. The Committee may designate a single goal criterion or multiple goal
criteria for performance measurement purposes.

         8.6      Accelerated Vesting. The Committee shall always have the right
to accelerate vesting of any Performance Shares awarded under this ICP.

                  (a)      In the event of one of the following events, any
         outstanding Awards of Performance Shares which remain subject to
         vesting requirements shall immediately become vested pursuant to the
         provisions of subsection (b) hereof:

                           (i)      the Recipient's death;

                           (ii)     the Recipient's Disability;

                           (iii)    the Recipient's retirement after attainment
                                    of age 60; or

                           (iv)     a Change in Control of the Company.

                  (b)      If an outstanding Award of Performance Shares remains
         subject to performance criteria, then upon one of the events in
         subsection (a) above, a proportion of the shares subject to such Award
         shall become vested and nonforfeitable, equal to the proportion of the
         time completed through the date of the applicable event to the
         performance measurement period for the Award, with target performance
         level deemed to be achieved as of the date of the applicable event. In
         the event an Award was originally scheduled without a designated target
         performance level (e.g., a single performance level or minimum and
         maximum performance levels), then the performance level that, if met,
         would have resulted in the least number of shares becoming vested shall
         be treated as the target level.

         8.7      Termination of Employment. Unless the Committee decides
otherwise, all shares of Performance Shares which remain subject to restriction
upon the Recipient's termination of employment for any reason other than the
events listed in Section 8.6(a) shall lapse and be forfeited by the Recipient.

         8.8      Delivery of Common Stock. Upon vesting, Performance Shares
shall be converted into Common Stock and the Common Stock shall be issued to the
Recipient. Any fractional Performance Share which becomes vested shall be paid
to the Recipient in cash based upon the Fair Market Value of an equivalent
fraction of a share of the Common Stock on such date.

         8.9      Transferability. A Recipient may not sell, exchange, transfer,
pledge, hypothecate or otherwise dispose of Performance Shares awarded under
this ICP.



                                       21

<PAGE>   22

         8.10     Waiver of Restrictions. The Committee may elect, in its sole
discretion, to waive any or all restrictions with respect to an award of
Performance Shares.


                                    SECTION 9

                          PERFORMANCE-BASED CASH AWARDS


         9.1      Performance-Based Cash Awards. When the Committee awards
Performance-Based Cash Awards hereunder, the Committee shall prepare (or cause
to be prepared) a Performance-Based Cash Award Agreement or other document(s)
that specifies the following terms:

                  (a)      the name of the Recipient;

                  (b)      the amount or range of amounts of the
         Performance-Based Cash Award;

                  (c)      the period over which performance is to be measured,
         which may be of a short-term or long-term duration;

                  (d)      the Performance Measures upon satisfaction of which
         the Performance-Based Cash Award is to become vested and payable to
         the Recipient; and

                  (e)      the date as of which the Committee awarded the
         Performance-Based Cash Award.

         9.2      Maximum Award Per Year. The maximum dollar amount that may be
payable to any individual during any one calendar year under Performance-Based
Cash Awards is $2,500,000.

         9.3      Vesting. The Committee shall specify in the Performance-Based
Cash Award or other document communicated to the Recipient the manner in which
the award shall vest and become payable, as well as any conditions, restrictions
and contingencies to which the award is subject. Such conditions, restrictions
and contingencies may consist of a requirement of continuous service and the
satisfaction of specified Performance Measures. The Committee may designate a
single goal criterion or multiple goal criteria for performance measurement
purposes.

         9.4      Accelerated Vesting. The Committee shall always have the right
to accelerate vesting of any Performance-Based Cash Awards awarded under this
ICP.

                  (a)      In the event of one of the following events, any
         outstanding Performance-Based Cash Awards which remain subject to
         vesting requirements shall become vested pursuant to the provisions of
         subsections (b) and (c) hereof:

                           (i)      the Recipient's death;



                                       22

<PAGE>   23

                           (ii)     the Recipient's Disability;

                           (iii)    the Recipient's retirement after attainment
                  of age 60; or

                           (iv)     a Change in Control of the Company.

                  (b)      In the event of one of the events in subparagraphs
         (i), (ii) or (iii) of subsection (a) above, if an outstanding
         Performance-Based Cash Award remains subject to performance criteria,
         but the performance measurement period for such Award ends during the
         year in which such event occurs, then a proportion of the cash amount
         subject to such an Award may become vested and nonforfeitable if the
         performance measures are met, as measured at the end of the performance
         measurement period. The proportion of the cash amount which shall
         become vested if the performance criteria is met is equal to the
         proportion of the time completed through the date on which such event
         occurs to the performance measurement period for the Award. [Example:
         Award granted on December 31, 2002 with performance measurement period
         ending December 31, 2005; Recipient dies on July 1, 2005; performance
         is measured at end of 2005, and if met, Recipient's estate shall
         receive 30/36 of the cash award at whichever level determined by the
         performance achieved.] If an outstanding Performance-Based Cash Award
         remains subject to performance criteria and the performance period for
         such Award does not end in the year in which an event in subparagraphs
         (i), (ii) or (iii) occurs, then such Award shall lapse and be forfeited
         by the Recipient. [Example: If the Award granted with performance
         measurement period ending December 31, 2005, and Recipient dies in
         December, 2004, the entire Award is forfeited.]

                  (c)      If an outstanding Performance-Based Cash Award
         remains subject to performance criteria, but the performance
         measurement period for such Award ends during the year in which a
         Change in Control of the Company occurs, then a proportion of the cash
         amount subject to such Award shall become immediately vested and
         nonforfeitable, equal to the proportion of the time completed through
         the date of the Change in Control to the performance measurement period
         for the Award, with target performance level deemed to be achieved as
         of the date of the Change in Control. In the event an Award was
         originally scheduled without a designated target performance level
         (e.g., a single performance level or minimum and maximum performance
         levels), then the performance level that, if met, would have resulted
         in the least amount of cash becoming vested shall be treated as the
         target level. If an outstanding Performance-Based Cash Award remains
         subject to performance criteria and the performance period for such
         Award does not end in the year in which a Change in Control of the
         Company occurs, then such Award shall lapse and be forfeited by the
         Recipient.

         9.5      Termination of Employment. Unless the Committee decides
otherwise, upon the Recipient's termination of employment due to any reason
other than those listed in Section 9.4(a), the Recipient shall forfeit all
rights under any outstanding Performance-Based Cash Awards.



                                       23

<PAGE>   24

         9.6      Timing and Form of Payment. Upon completion of the time period
and satisfaction of the Performance Measures specified for the Performance-Based
Cash Award, the Recipient shall be entitled to payment of the amount specified
in the award (or a pro rata portion as determined by the Committee under the
provisions of Section 9.3 and 9.4), determined as a function of the satisfaction
of the level of Performance Measures which has been achieved. All
Performance-Based Cash Awards shall be payable in cash as soon as practicable
following the end of the performance period.

         9.7      Transferability. A Recipient may not sell, exchange, transfer,
pledge, hypothecate or otherwise dispose of a Performance-Based Cash Award
awarded under this ICP.

         9.8      Waiver of Restrictions. The Committee may elect, in its sole
discretion, to waive any or all restrictions with respect to an award of a
Performance-Based Cash Award.


                                   SECTION 10

                                 PLAN OPERATION

         10.1     Certain Corporate Transactions.

                  (a)      Recapitalization. If the Company is involved in a
         corporate transaction (including, without limitation, any
         recapitalization, reclassification, reverse or forward stock split,
         stock dividend, extraordinary cash dividend, merger, consolidation,
         split-up, spin-off, combination or exchange of shares) which
         constitutes a Change of Control, then the Committee shall adjust Awards
         to preserve the benefits or potential benefits of the Awards as
         follows:

                           (i)      The Committee shall take action to adjust
                                    the number and kind of shares of Common
                                    Stock that are issuable under the ICP;

                           (ii)     The Committee shall take action to adjust
                                    the number and kind of shares of Common
                                    Stock subject to outstanding Awards;

                           (iii)    The Committee shall take action to adjust
                                    the Exercise Price of outstanding Stock
                                    Options; and

                           (iv)     The Committee shall make any other equitable
                                    adjustments.

         Only whole shares of Common Stock shall be issued in making the above
         adjustments. Further, the number of shares available under the ICP or
         the number of shares of Common Stock subject to any outstanding Awards
         shall be the next lower number of shares, so that fractions are rounded
         downward. Any adjustment to or assumption of ISOs under this Section
         shall be made in accordance with Code ss.424. If the Company issues any
         rights or warrants to subscribe for additional shares pro rata to
         holders of outstanding shares of the class or classes of stock then set
         aside for the ICP, then each



                                       24

<PAGE>   25

         Optionee shall be entitled to the same rights or warrants on the same
         basis as holders of outstanding shares with respect to such portion of
         the Optionee's Stock Option as is exercised on or prior to the record
         date for determining shareholders entitled to receive or exercise such
         rights or warrants.

                  (b)      Reorganization. If the Company is part of any
         reorganization involving merger, consolidation, acquisition of the
         stock or acquisition of the assets of the Company which requires
         shareholder approval but does not constitute a Change of Control, the
         Committee, in its discretion, may decide that:

                           (i)      any Stock Option granted but not yet
                                    exercised shall pertain to and apply, with
                                    appropriate adjustment as determined by the
                                    Committee, to the securities of the
                                    resulting corporation to which a holder of
                                    the number of shares of the Common Stock
                                    subject to such Stock Option would have been
                                    entitled;

                           (ii)     any or all outstanding Stock Options granted
                                    hereunder shall become immediately fully
                                    exercisable (to the extent permitted under
                                    federal or state securities laws);

                           (iii)    any or all Stock Options granted hereunder
                                    shall become immediately fully exercisable
                                    (to the extent permitted under federal or
                                    state securities laws) and shall be
                                    terminated after giving at least 30 days'
                                    notice to the Participants to whom such
                                    Stock Options have been granted; and/or

                           (iv)     any or all awards of Restricted Stock,
                                    Performance Shares and Performance-Based
                                    Cash Awards hereunder shall become
                                    immediately fully vested, nonforfeitable
                                    and/or payable.

                  (c)      Limits on Adjustments. Any issuance by the Company of
         stock of any class other than the Common Stock, or securities
         convertible into shares of stock of any class, shall not affect, and no
         adjustment by reason thereof shall be made with respect to, the number
         or price of shares of the Common Stock subject to any Stock Option,
         except as specifically provided otherwise in this ICP. The grant of
         Awards pursuant to the ICP shall not affect in any way the right or
         power of the Company to make adjustments, reclassifications,
         reorganizations or changes of its capital or business structure or to
         merge, consolidate or dissolve, or to liquidate, sell or transfer all
         or any part of its business or assets. All adjustments the Committee
         makes under this ICP shall be conclusive.

         10.2     Compliance with Other Laws and Regulations. Distribution of
shares of Common Stock under the ICP shall be subject to the following:

                  (a)      Notwithstanding any other provision of the ICP, the
         Company shall not be required to issue any shares of Common Stock under
         the ICP unless such issuance



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         complies with all applicable laws (including, without limitation, the
         requirements of the 1933 Act and Section 16 of the 1934 Act) and the
         applicable requirements of any securities exchange or similar entity.
         For Reporting Persons, the Company believes that the ICP and all
         transactions under the ICP comply with all applicable conditions of
         Rule 16b-3 under the 1934 Act. If any provision of the ICP, or action
         by the Committee, fails to so comply, then the Committee shall declare
         such provision or action null and void ab initio.

                  (b)      When the ICP provides for issuance of Common Stock,
         the Company may issue shares of Common Stock on a noncertificated basis
         as long as it is not prohibited by applicable law or the applicable
         rules of any stock exchange.

                  (c)      The Company may require a Participant to submit
         evidence that the Participant is acquiring shares of Common Stock for
         investment purposes.

         10.3     Tax Withholding. The Participant must pay to the Company an
amount necessary to cover all applicable income tax and other withholdings
before the Company shall issue Common Stock under the ICP. The Participant may
satisfy the withholding requirements by any one or combination of the following
methods:

                  (a)      cash;

                  (b)      tendering shares of Common Stock which are part of
         the Award; or

                  (c)      tendering previously-held shares of Common Stock
         which the Participant has owned for at least six months.

         10.4     Limitation of Implied Rights. The ICP is not a contract of
employment. A Key Employee selected as a Participant shall not have the right to
be retained as an employee of the Company or any Related Company and shall not
have any right or claim under the ICP, unless such right or claim has
specifically accrued under the terms of the ICP.

         10.5     Conditions of Participation in the ICP. When the Committee
makes an Award, it shall require a Participant to enter into an Agreement in a
form specified by the Committee, agreeing to the terms and conditions of the
Award and to such additional terms and conditions, not inconsistent with the
terms and conditions of the ICP, as the Committee may, in its sole discretion,
prescribe. If there is a conflict between any provision of an Agreement and the
ICP, the ICP shall control.

         10.6     Evidence. Anyone required to give evidence under the ICP may
give such evidence by certificate, affidavit, document or other information
which the person acting on the evidence considers pertinent, reliable and
signed, made or presented by the proper party or parties.

         10.7     Amendment and Termination of the ICP and Agreements. The Board
may amend or terminate the ICP at any time. No such amendment or termination
shall adversely affect, in



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any way, the rights of individuals who have outstanding Awards unless such
individuals consent to such amendment or termination. The Committee may amend
any Agreement which it previously has authorized under the ICP if the amended
Agreement is signed by the Company and the applicable Participant; provided,
however, that the Committee may not amend any Stock Option Agreement in any
manner that would constitute an increase or decrease of the exercise price per
share or otherwise constitute a "repricing" of the Stock Option.

         10.8     Action by Company or Related Company. The board of directors
of the Company or any Related Company shall take any action required or
permitted to be taken by resolution.

         10.9     Gender and Number; Headings. Words in any gender shall include
any other gender, words in the singular shall include the plural and the plural
shall include the singular. The headings in this ICP are for convenience of
reference. Headings are not a part of the ICP and shall not be considered in the
construction hereof.

         10.10    Legal References. Any reference in this ICP to a provision of
law which is later revised, modified, finalized or redesignated, shall
automatically be considered a reference to such revised, modified, finalized or
redesignated provision of law.

         10.11    Notices. In order for a Participant or other individual to
give notice or other communication to the Committee, the notice or other
communication shall be in the form specified by the Committee and delivered to
the location designated by the Committee in its sole discretion.

         10.12    Governing Law. The ICP is governed by and shall be construed
in accordance with the laws of the State of Georgia.






                ADOPTED BY BOARD OF DIRECTORS ON DECEMBER 8, 1998

                     APPROVED BY SHAREHOLDERS ON MAY 5, 1999



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