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                                                                 Exhibit 10.17

                              COVENTRY CORPORATION

                            1997 STOCK INCENTIVE PLAN


SECTION 1. PURPOSE; DEFINITIONS.

         The purpose of the Coventry Corporation 1997 Stock Incentive Plan (the
"Plan") is to enable Coventry Corporation (the "Company"), to attract, retain
and reward key employees of and consultants to the Company and its Subsidiaries
and Affiliates, and directors who are not also employees of the Company, and to
strengthen the mutuality of interests between such key employees, consultants,
and directors by awarding such key employees, consultants, and directors
performance-based stock incentives and/or other equity interests or equity-based
incentives in the Company, as well as performance-based incentives payable in
cash. The creation of the Plan shall not diminish or prejudice other
compensation programs approved from time to time by the Board.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         A. "Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the Board as a participating employer under
the Plan, provided that the Corporation directly or indirectly owns at least 20%
of the combined voting power of all classes of stock of such entity or at least
20% of the ownership interests in such entity.

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

         C. "Cause" has the meaning provided in Section 5(j) of the Plan.

         D. "Change in Control" has the meaning provided in Section 10(b) of the
Plan.

         E. "Change in Control Price" has the meaning provided in Section 10(d)
of the Plan.

         F. "Common Stock" means the Company's Common Stock, par value $.01
per share.

         G. "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

         H. "Committee" means the Committee referred to in Section 2 of the 
Plan.

         I. "Corporation" means, a corporation organized under the laws of the
State of Tennessee or any successor corporation.

         J. "Disability" means disability as determined under the Company's 
Group Long Term Disability Insurance Plan.


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         K. "Early Retirement" means retirement, for purposes of this Plan with
the express consent of the Company at or before the time of such retirement,
from active employment with the Company and any Subsidiary or Affiliate
prior to age 65, in accordance with any applicable early retirement policy of
the Company then in effect or as may be approved by the Committee.

         L. "Effective Date" has the meaning provided in Section 14 of the Plan.

         M. "Equity Issuance" means an issuance of Common Stock by the
Company following the Effective Date of this Plan in connection with a public or
private offering, including in connection with an acquisition, merger or similar
transaction, but excluding issuances of Common Stock under this Plan or in any
other compensatory transaction with an officer or employee of, or consultant to,
the Company or its Subsidiaries or Affiliates.

         N. "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.

         O. "Fair Market Value" means with respect to the Common Stock, as of
any given date or dates, unless otherwise determined by the Committee in good
faith, the reported closing price of a share of Common Stock on The Nasdaq
National Market or such other market or exchange as is the principal trading
market for the Common Stock, or, if no such sale of a share of Common Stock is
reported on The Nasdaq National Market or other exchange or principal trading
market on such date, the fair market value of a share of Common Stock as
determined by the Committee in good faith.

         P. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code.

         Q. "Immediate Family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.

         R. "Non-Employee Director" means a member of the Board who is a
Non-Employee Director within the meaning of Rule 16b-3(b)(3) promulgated under
the Exchange Act and an outside director within the meaning of Treasury
Regulation Sec. 162-27(e)(3) promulgated under the Code.

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

         T. "Normal Retirement" means retirement from active employment with the
Company and any Subsidiary or Affiliate on or after age 65.



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         U. "Other Stock-Based Award" means an award under Section 8 below that
is valued in whole or in part by reference to, or is otherwise based on, the
Common Stock.

         V. "Outside Director" means a member of the Board who is not an officer
or employee of the Company or any Subsidiary or Affiliate of the 
Company.

         W. "Outside Director Option" means an award to an Outside Director 
under Section 9 below.

         X. "Plan" means this 1997 Stock Incentive Plan, as amended from time
to time.

         Y. "Restricted Stock" means an award of shares of Common Stock that is
subject to restrictions under Section 7 of the Plan.

         Z.  "Restriction Period" has the meaning provided in Section 7 of the
Plan.

         AA. "Retirement" means Normal or Early Retirement.

         BB. "Section 162(m) Maximum" has the meaning provided in Section 3(a)
hereof.

         CC. "Stock Appreciation Right" means the right pursuant to an award
granted under Section 6 below to surrender to the Company all (or a portion)
of a Stock Option in exchange for an amount equal to the difference between (i)
the Fair Market Value, as of the date such Stock Option (or such portion
thereof) is surrendered, of the shares of Common Stock covered by such Stock
Option (or such portion thereof), subject, where applicable, to the pricing
provisions in Section 6(b)(ii), and (ii) the aggregate exercise price of such
Stock Option (or such portion thereof).

         DD. "Stock Option" or "Option" means any option to purchase shares of
Common Stock (including Restricted Stock, if the Committee so determines)
granted pursuant to Section 5 below.

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


SECTION 2. ADMINISTRATION.

         The Plan shall be administered by a Committee of not less than two
Non-Employee Directors, who shall be appointed by the Board and who shall serve
at the pleasure of the Board. The functions of the Committee specified in the
Plan may be exercised by an existing Committee of the Board composed exclusively
of Non-Employee Directors. The initial Committee shall be



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the Compensation Committee of the Board. In the event there are not at least two
Non-Employee Directors on the Board, the Plan shall be administered by the Board
and all references herein to the Committee shall refer to the Board.

         The Committee shall have authority to grant, pursuant to the terms of
the Plan, to officers, other key employees, Outside Directors and consultants
eligible under Section 4: (i) Stock Options, (ii) Stock Appreciation Rights,
(iii) Restricted Stock, and/or (iv) Other Stock-Based Awards; provided, however,
that the power to grant and establish the terms and conditions of awards to
Outside Directors under the Plan other than pursuant to Section 9 shall be
reserved to the Board.

         In particular, the Committee, or the Board, as the case may be, shall
have the authority, consistent with the terms of the Plan:

                  (a) to select the officers, key employees and Outside
         Directors of and consultants to the Company and its Subsidiaries
         and Affiliates to whom Stock Options, Stock Appreciation Rights,
         Restricted Stock, and/or Other Stock-Based Awards may from time to time
         be granted hereunder;

                  (b) to determine whether and to what extent Incentive Stock
         Options, Non-Qualified Stock Options, Stock Appreciation Rights,
         Restricted Stock, and/or Other Stock-Based Awards, or any combination
         thereof, are to be granted hereunder to one or more eligible persons;

                  (c) to determine the number of shares to be covered by each
         such award granted hereunder;

                  (d) to determine the terms and conditions, not inconsistent
         with the terms of the Plan, of any award granted hereunder (including,
         but not limited to, the share price and any restriction or limitation,
         or any vesting acceleration or waiver of forfeiture restrictions
         regarding any Stock Option or other award and/or the shares of Common
         Stock relating thereto, based in each case on such factors as the
         Committee shall determine, in its sole discretion); and to amend or
         waive any such terms and conditions to the extent permitted by Section
         11 hereof;

                  (e) to determine whether and under what circumstances a Stock
         Option may be settled in cash or Restricted Stock under Section 5(m) or
         (n), as applicable, instead of Common Stock;

                  (f) to determine whether, to what extent, and under what
         circumstances Option grants and/or other awards under the Plan are to
         be made, and operate, on a tandem basis vis-a-vis other awards under
         the Plan and/or cash awards made outside of the Plan;



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                  (g) to determine whether, to what extent, and under what
         circumstances shares of Common Stock and other amounts payable with
         respect to an award under this Plan shall be deferred either
         automatically or at the election of the participant (including
         providing for and determining the amount (if any) of any deemed
         earnings on any deferred amount during any deferral period);

                  (h) to determine whether to require payment of tax withholding
         requirements in shares of Common Stock subject to the award; and

                  (i) to impose any holding period required to satisfy Section
         16 under the Exchange Act.

         The Committee shall have the authority to adopt, alter, and repeal such
rules, guidelines, and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.

         All decisions made by the Committee pursuant to the provisions of the
Plan shall be made in the Committee's sole discretion and shall be final and
binding on all persons, including the Company and Plan participants.


SECTION 3. SHARES OF COMMON STOCK SUBJECT TO PLAN.

         (a) As of the Effective Date, the aggregate number of shares of Common
Stock that may be issued under the Plan shall be 7,000,000 shares. The shares of
Common Stock issuable under the Plan may consist, in whole or in part, of
authorized and unissued shares or treasury shares. No officer of the Corporation
or other person whose compensation may be subject to the limitations on
deductibility under Section 162(m) of the Code shall be eligible to receive
awards pursuant to this Plan relating to in excess of 400,000 shares of Common
Stock in any fiscal year (the "Section 162(m) Maximum").

         (b) If any shares of Common Stock that have been optioned cease to be
subject to a Stock Option, or if any shares of Common Stock that are subject to
any Restricted Stock or Other Stock-Based Award granted hereunder are forfeited
prior to the payment of any dividends, if applicable, with respect to such
shares of Common Stock, or any such award otherwise terminates without a payment
being made to the participant in the form of Common Stock, such shares shall
again be available for distribution in connection with future awards under the
Plan.

         (c) In the event of any merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, stock dividend, stock split or
other change in corporate structure affecting the Common Stock, an appropriate
substitution or adjustment shall be made in the maximum number of shares that
may be awarded under the Plan, in the number and option price


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of shares subject to outstanding Options granted under the Plan, in the number
of shares underlying Outside Director Options to be granted under Section 9
hereof, the Section 162(m) Maximum and in the number of shares subject to other
outstanding awards granted under the Plan as may be determined to be appropriate
by the Committee, in its sole discretion, provided that the number of shares
subject to any award shall always be a whole number. An adjusted option price
shall also be used to determine the amount payable by the Company upon the
exercise of any Stock Appreciation Right associated with any Stock Option.

SECTION 4. ELIGIBILITY.

         Officers, other key employees and Outside Directors of and consultants
to the Company and its Subsidiaries and Affiliates who are responsible for
or contribute to the management, growth and/or profitability of the business of
the Company and/or its Subsidiaries and Affiliates are eligible to be granted
awards under the Plan. Outside Directors are eligible to receive awards pursuant
to Section 9 and as otherwise determined by the Board.

SECTION 5. STOCK OPTIONS.

         Stock Options may be granted alone, in addition to, or in tandem with
other awards granted under the Plan and/or cash awards made outside of the Plan.
Any Stock Option granted under the Plan shall be in such form as the Committee
may from time to time approve.

         Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options. Incentive Stock Options may
be granted only to individuals who are employees of the Company or any
Subsidiary of the Company.

         The Committee shall have the authority to grant to any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock
Options (in each case with or without Stock Appreciation Rights).

         Options granted to officers, key employees, Outside Directors and
consultants under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.

                  (a) Option Price. The option price per share of Common Stock
         purchasable under a Stock Option shall be determined by the Committee
         at the time of grant but shall be not less than 100% (or, in the case
         of any employee who owns stock possessing more than 10% of the total
         combined voting power of all classes of stock of the Corporation or of
         any of its Subsidiaries, not less than 110%) of the Fair Market Value
         of the Common Stock at grant, in the case of Incentive Stock Options,
         and not less than 50% of the Fair Market Value of the Common Stock at
         grant, in the case of Non-Qualified Stock Options.



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                  (b) Option Term. The term of each Stock Option shall be fixed
         by the Committee, but no Incentive Stock Option shall be exercisable
         more than ten years (or, in the case of an employee who owns stock
         possessing more than 10% of the total combined voting power of all
         classes of stock of the Company or any of its Subsidiaries or
         parent corporations, more than five years) after the date the Option is
         granted.

                  (c) Exercisability. Stock Options shall be exercisable at such
         time or times and subject to such terms and conditions as shall be
         determined by the Committee at or after grant; provided, however, that
         except as provided in Section 5(g) and (h) and Section 10, unless
         otherwise determined by the Committee at or after grant, no Stock
         Option shall be exercisable prior to the first anniversary date of the
         granting of the Option. The Committee may provide that a Stock Option
         shall vest over a period of future service at a rate specified at the
         time of grant, or that the Stock Option is exercisable only in
         installments. If the Committee provides, in its sole discretion, that
         any Stock Option is exercisable only in installments, the Committee may
         waive such installment exercise provisions at any time at or after
         grant, in whole or in part, based on such factors as the Committee
         shall determine in its sole discretion.

                  (d) Method of Exercise. Subject to whatever installment
         exercise restrictions apply under Section 5(c), Stock Options may be
         exercised in whole or in part at any time during the option period, by
         giving written notice of exercise to the Corporation specifying the
         number of shares to be purchased. Such notice shall be accompanied by
         payment in full of the purchase price, either by check, note, or such
         other instrument as the Committee may accept. As determined by the
         Committee, in its sole discretion, at or (except in the case of an
         Incentive Stock Option) after grant, payment in full or in part may
         also be made in the form of shares of Common Stock already owned by the
         optionee or, in the case of a Non-Qualified Stock Option, shares of
         Restricted Stock or shares subject to such Option or another award
         hereunder (in each case valued at the Fair Market Value of the Common
         Stock on the date the Option is exercised). If payment of the exercise
         price is made in part or in full with Common Stock, the Committee may
         award to the employee a new Stock Option to replace the Common Stock
         which was surrendered. If payment of the option exercise price of a
         Non-Qualified Stock Option is made in whole or in part in the form of
         Restricted Stock, such Restricted Stock (and any replacement shares
         relating thereto) shall remain (or be) restricted in accordance with
         the original terms of the Restricted Stock award in question, and any
         additional Common Stock received upon the exercise shall be subject to
         the same forfeiture restrictions, unless otherwise determined by the
         Committee, in its sole discretion, at or after grant. No shares of
         Common Stock shall be issued until full payment therefor has been made.
         An optionee shall generally have the rights to dividends or other
         rights of a shareholder with respect to shares subject to the Option
         when the optionee has given written notice of exercise, has paid in
         full for such shares, and, if requested, has given the representation
         described in Section 13(a).



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                  (e) Transferability of Options. No Non-Qualified Stock Option
         shall be transferable by the optionee without the prior written consent
         of the Committee other than (i) transfers by the Optionee to a member
         of his or her Immediate Family or a trust for the benefit of the
         optionee or a member of his or her Immediate Family, or (ii) transfers
         by will or by the laws of descent and distribution. No Incentive Stock
         Option shall be transferable by the optionee otherwise than by will or
         by the laws of descent and distribution and all Incentive Stock Options
         shall be exercisable, during the optionee's lifetime, only by the
         optionee.

                  (f) Bonus for Taxes. In the case of a Non-Qualified Stock
         Option or an optionee who elects to make a disqualifying disposition
         (as defined in Section 422(a)(1) of the Code) of Common Stock acquired
         pursuant to the exercise of an Incentive Stock Option, the Committee in
         its discretion may award at the time of grant or thereafter the right
         to receive upon exercise of such Stock Option a cash bonus calculated
         to pay part or all of the federal and state, if any, income tax
         incurred by the optionee upon such exercise.

                  (g) Termination by Death. Subject to Section 5(k), if an
         optionee's employment by the Company and any Subsidiary or (except
         in the case of an Incentive Stock Option) Affiliate terminates by
         reason of death, any Stock Option held by such optionee may thereafter
         be exercised, to the extent such option was exercisable at the time of
         death or (except in the case of an Incentive Stock Option) on such
         accelerated basis as the Committee may determine at or after grant (or
         except in the case of an Incentive Stock Option, as may be determined
         in accordance with procedures established by the Committee) by the
         legal representative of the estate or by the legatee of the optionee
         under the will of the optionee, for a period of one year (or such other
         period as the Committee may specify at or after grant) from the date of
         such death or until the expiration of the stated term of such Stock
         Option, whichever period is the shorter.

                  (h) Termination by Reason of Disability. Subject to Section
         5(k), if an optionee's employment by the Company and any Subsidiary
         or (except in the case of an Incentive Stock Option) Affiliate
         terminates by reason of Disability, any Stock Option held by such
         optionee may thereafter be exercised by the optionee, to the extent it
         was exercisable at the time of termination or (except in the case of an
         Incentive Stock Option) on such accelerated basis as the Committee may
         determine at or after grant (or, except in the case of an Incentive
         Stock Option, as may be determined in accordance with procedures
         established by the Committee), for a period of (i) three years (or such
         other period as the Committee may specify at or after grant) from the
         date of such termination of employment or until the expiration of the
         stated term of such Stock Option, whichever period is the shorter, in
         the case of a Non-Qualified Stock Option and (ii) one year from the
         date of termination of employment or until the expiration of the stated
         term of such Stock Option, whichever period is shorter, in the case of
         an Incentive Stock Option; provided however, that, if the optionee dies
         within the period specified in (i) above (or other such period as the
         committee shall specify at or after grant), any unexercised Non-


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         Qualified Stock Option held by such optionee shall thereafter be
         exercisable to the extent to which it was exercisable at the time of
         death for a period of twelve months from the date of such death or
         until the expiration of the stated term of such Stock Option, whichever
         period is shorter. In the event of termination of employment by reason
         of Disability, if an Incentive Stock Option is exercised after the
         expiration of the exercise period applicable to Incentive Stock
         Options, but before the expiration of any period that would apply if
         such Stock Option were a Non-Qualified Stock Option, such Stock Option
         will thereafter be treated as a Non-Qualified Stock Option.

                  (i) Termination by Reason of Retirement. Subject to Section
         5(k), if an optionee's employment by the Company and any Subsidiary
         or (except in the case of an Incentive Stock Option) Affiliate
         terminates by reason of Normal or Early Retirement, any Stock Option
         held by such optionee may thereafter be exercised by the optionee, to
         the extent it was exercisable at the time of such Retirement or (except
         in the case of an Incentive Stock Option) on such accelerated basis as
         the Committee may determine at or after grant (or, except in the case
         of an Incentive Stock Option, as may be determined in accordance with
         procedures established by the Committee), for a period of (i) three
         years (or such other period as the Committee may specify at or after
         grant) from the date of such termination of employment or the
         expiration of the stated term of such Stock Option, whichever period is
         the shorter, in the case of a Non-Qualified Stock Option and (ii) three
         months from the date of such termination of employment or the
         expiration of the stated term of such Stock Option, whichever period is
         the shorter, in the event of an Incentive Stock Option; provided
         however, that, if the optionee dies within the period specified in (i)
         above (or other such period as the Committee shall specify at or after
         grant), any unexercised Non-Qualified Stock Option held by such
         optionee shall thereafter be exercisable to the extent to which it was
         exercisable at the time of death for a period of twelve months from the
         date of such death or until the expiration of the stated term of such
         Stock Option, whichever period is shorter. In the event of termination
         of employment by reason of Retirement, if an Incentive Stock Option is
         exercised after the expiration of the exercise period applicable to
         Incentive Stock Options, but before the expiration of the period that
         would apply if such Stock Option were a Non-Qualified Stock Option, the
         option will thereafter be treated as a Non-Qualified Stock Option.

                  (j) Other Termination. Subject to Section 5(k), unless
         otherwise determined by the Committee (or pursuant to procedures
         established by the Committee) at or (except in the case of an Incentive
         Stock Option) after grant, if an optionee's employment by the Company
         and any Subsidiary or (except in the case of an Incentive Stock Option)
         Affiliate is involuntarily terminated for any reason other than death,
         Disability or Normal or Early Retirement, the Stock Option shall
         thereupon terminate, except that such Stock Option may be exercised, to
         the extent otherwise then exercisable, for the lesser of three months
         or the balance of such Stock Option's term if the involuntary
         termination is without Cause. For purposes of this Plan, "Cause" means
         (i) a felony conviction of a participant or the failure of a
         participant to contest prosecution for a



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         felony, or (ii) a participant's willful misconduct or dishonesty, which
         is directly and materially harmful to the business or reputation of the
         Corporation or any Subsidiary or Affiliate. If an optionee voluntarily
         terminates employment with the Company and any Subsidiary or
         (except in the case of an Incentive Stock Option) Affiliate (except for
         Disability, Normal or Early Retirement), the Stock Option shall
         thereupon terminate; provided, however, that the Committee at grant or
         (except in the case of an Incentive Stock Option) thereafter may extend
         the exercise period in this situation for the lesser of three months or
         the balance of such Stock Option's term.

                  (k) Incentive Stock Options. Anything in the Plan to the
         contrary notwithstanding, no term of this Plan relating to Incentive
         Stock Options shall be interpreted, amended, or altered, nor shall any
         discretion or authority granted under the Plan be so exercised, so as
         to disqualify the Plan under Section 422 of the Code, or, without the
         consent of the optionee(s) affected, to disqualify any Incentive Stock
         Option under such Section 422. No Incentive Stock Option shall be
         granted to any participant under the Plan if such grant would cause the
         aggregate Fair Market Value (as of the date the Incentive Stock Option
         is granted) of the Common Stock with respect to which all Incentive
         Stock Options are exercisable for the first time by such participant
         during any calendar year (under all such plans of the Company and any
         Subsidiary) to exceed $100,000. To the extent permitted under Section
         422 of the Code or the applicable regulations thereunder or any
         applicable Internal Revenue Service pronouncement:

                               (i) if (x) a participant's employment is
                  terminated by reason of death, Disability, or Retirement and
                  (y) the portion of any Incentive Stock Option that is
                  otherwise exercisable during the post-termination period
                  specified under Section 5(g), (h) or (i), applied without
                  regard to the $100,000 limitation contained in Section 422(d)
                  of the Code, is greater than the portion of such Option that
                  is immediately exercisable as an "Incentive Stock Option"
                  during such post-termination period under Section 422, such
                  excess shall be treated as a Non-Qualified Stock Option; and

                               (ii) if the exercise of an Incentive Stock Option
                  is accelerated by reason of a Change in Control, any portion
                  of such Option that is not exercisable as an Incentive Stock
                  Option by reason of the $100,000 limitation contained in
                  Section 422(d) of the Code shall be treated as a Non-Qualified
                  Stock Option.

                  (l) Buyout Provisions. The Committee may at any time offer to
         buy out for a payment in cash, Common Stock, or Restricted Stock an
         Option previously granted, based on such terms and conditions as the
         Committee shall establish and communicate to the optionee at the time
         that such offer is made.

                  (m) Settlement Provisions. If the option agreement so provides
         at grant or (except in the case of an Incentive Stock Option) is
         amended after grant and prior to


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         exercise to so provide (with the optionee's consent), the Committee may
         require that all or part of the shares to be issued with respect to the
         spread value of an exercised Option take the form of Restricted Stock,
         which shall be valued on the date of exercise on the basis of the Fair
         Market Value (as determined by the Committee) of such Restricted Stock
         determined without regards to the forfeiture restrictions involved.

                  (n) Performance and Other Conditions. The Committee may
         condition the exercise of any Option upon the attainment of specified
         performance goals or other factors as the Committee may determine, in
         its sole discretion. Unless specifically provided in the option
         agreement, any such conditional Option shall vest immediately prior to
         its expiration if the conditions to exercise have not theretofore been
         satisfied.


SECTION 6. STOCK APPRECIATION RIGHTS.

                  (a) Grant and Exercise. Stock Appreciation Rights may be
         granted in conjunction with all or part of any Stock Option granted
         under the Plan. In the case of a Non-Qualified Stock Option, such
         rights may be granted either at or after the time of the grant of such
         Stock Option. In the case of an Incentive Stock Option, such rights may
         be granted only at the time of the grant of such Stock Option. A Stock
         Appreciation Right or applicable portion thereof granted with respect
         to a given Stock Option shall terminate and no longer be exercisable
         upon the termination or exercise of the related Stock Option, subject
         to such provisions as the Committee may specify at grant where a Stock
         Appreciation Right is granted with respect to less than the full number
         of shares covered by a related Stock Option. A Stock Appreciation Right
         may be exercised by an optionee, subject to Section 6(b), in accordance
         with the procedures established by the Committee for such purpose. Upon
         such exercise, the optionee shall be entitled to receive an amount
         determined in the manner prescribed in Section 6(b). Stock Options
         relating to exercised Stock Appreciation Rights shall no longer be
         exercisable to the extent that the related Stock Appreciation Rights
         have been exercised.

                  (b) Terms and Conditions. Stock Appreciation Rights shall be
         subject to such terms and conditions, not inconsistent with the
         provisions of the Plan, as shall be determined from time to time by the
         Committee, including the following:

                           (i) Stock Appreciation Rights shall be exercisable
                  only at such time or times and to the extent that the Stock
                  Options to which they relate shall be exercisable in
                  accordance with the provisions of Section 5 and this Section 6
                  of the Plan.

                           (ii) Upon the exercise of a Stock Appreciation Right,
                  an optionee shall be entitled to receive an amount in cash
                  and/or shares of Common Stock equal in value to the excess of
                  the Fair Market Value of one share of Common Stock over



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                  the option price per share specified in the related Stock
                  Option multiplied by the number of shares in respect of which
                  the Stock Appreciation Right shall have been exercised, with
                  the Committee having the right to determine the form of
                  payment. When payment is to be made in shares, the number of
                  shares to be paid shall be calculated on the basis of the Fair
                  Market Value of the shares on the date of exercise. When
                  payment is to be made in cash, such amount shall be calculated
                  on the basis of the Fair Market Value of the Common Stock on
                  the date of exercise.

                           (iii) Stock Appreciation Rights shall be transferable
                  only when and to the extent that the underlying Stock Option
                  would be transferable under Section 5(e) of the Plan.

                           (iv) Upon the exercise of a Stock Appreciation Right,
                  the Stock Option or part thereof to which such Stock
                  Appreciation Right is related shall be deemed to have been
                  exercised for the purpose of the limitation set forth in
                  Section 3 of the Plan on the number of shares of Common Stock
                  to be issued under the Plan.

                           (v) The Committee, in its sole discretion, may also
                  provide that, in the event of a Change in Control and/or a
                  Potential Change in Control, the amount to be paid upon the
                  exercise of a Stock Appreciation Right shall be based on the
                  Change in Control Price, subject to such terms and conditions
                  as the Committee may specify at grant.

                           (vi) The Committee may condition the exercise of any
                  Stock Appreciation Right upon the attainment of specified
                  performance goals or other factors as the Committee may
                  determine, in its sole discretion.


SECTION 7. RESTRICTED STOCK.

                  (a) Administration. Shares of Restricted Stock may be issued
         either alone, in addition to, or in tandem with other awards granted
         under the Plan and/or cash awards made outside the Plan. The Committee
         shall determine the eligible persons to whom, and the time or times at
         which, grants of Restricted Stock will be made, the number of shares of
         Restricted Stock to be awarded to any person, the price (if any) to be
         paid by the recipient of Restricted Stock (subject to Section 7(b)),
         the time or times within which such awards may be subject to
         forfeiture, and the other terms, restrictions and conditions of the
         awards in addition to those set forth in Section 7(c). The Committee
         may condition the grant of Restricted Stock upon the attainment of
         specified performance goals or such other factors as the Committee may
         determine, in its sole discretion. The provisions of Restricted Stock
         awards need not be the same with respect to each recipient.



                                       12

<PAGE>   13



                  (b) Awards and Certificates. The prospective recipient of a
         Restricted Stock award shall not have any rights with respect to such
         award, unless and until such recipient has executed an agreement
         evidencing the award and has delivered a fully executed copy thereof to
         the Company, and has otherwise complied with the applicable terms and
         conditions of such award.

                           (i) The purchase price for shares of Restricted Stock
                  shall be established by the Committee and may be zero.

                           (ii) Awards of Restricted Stock must be accepted
                  within a period of 60 days (or such shorter period as the
                  Committee may specify at grant) after the award date, by
                  executing a Restricted Stock Award Agreement and paying
                  whatever price (if any) is required under Section 7(b)(i).

                           (iii) Each participant receiving a Restricted Stock
                  award shall be issued a stock certificate in respect of such
                  shares of Restricted Stock. Such certificate shall be
                  registered in the name of such participant, and shall bear an
                  appropriate legend referring to the terms, conditions, and
                  restrictions applicable to such award.

                           (iv) The Committee shall require that the stock
                  certificates evidencing such shares be held in custody by the
                  Company until the restrictions thereon shall have lapsed, and
                  that, as a condition of any Restricted Stock award, the
                  participant shall have delivered a stock power, endorsed in
                  blank, relating to the shares of Common Stock covered by such
                  award.

                  (c) Restrictions and Conditions. The shares of Restricted
         Stock awarded pursuant to this Section 7 shall be subject to the
         following restrictions and conditions:

                           (i) In accordance with the provisions of this Plan
                  and the award agreement, during a period set by the Committee
                  commencing with the date of such award (the "Restriction
                  Period"), the participant shall not be permitted to sell,
                  transfer, pledge, assign, or otherwise encumber shares of
                  Restricted Stock awarded under the Plan. Within these limits,
                  the Committee, in its sole discretion, may provide for the
                  lapse of such restrictions in installments and may accelerate
                  or waive such restrictions, in whole or in part, based on
                  service, performance, such other factors or criteria as the
                  Committee may determine in its sole discretion.

                           (ii) Except as provided in this paragraph (ii) and
                  Section 7(c)(i), the participant shall have, with respect to
                  the shares of Restricted Stock, all of the rights of a
                  shareholder of the Company, including the right to vote the 
                  shares, and the right to receive any cash dividends. The 
                  Committee, in its sole discretion, as determined at the time
                  of award, may permit or require the payment of cash dividends
                  to be deferred and, if the Committee so determines,
                  reinvested, subject


                                       13

<PAGE>   14



                  to Section 14(e), in additional Restricted Stock to the extent
                  shares are available under Section 3, or otherwise reinvested.
                  Pursuant to Section 3 above, stock dividends issued with
                  respect to Restricted Stock shall be treated as additional
                  shares of Restricted Stock that are subject to the same
                  restrictions and other terms and conditions that apply to the
                  shares with respect to which such dividends are issued. If the
                  Committee so determines, the award agreement may also impose
                  restrictions on the right to vote and the right to receive
                  dividends.

                           (iii) Subject to the applicable provisions of the
                  award agreement and this Section 7, upon termination of a
                  participant's employment with the Company and any
                  Subsidiary or Affiliate for any reason during the Restriction
                  Period, all shares still subject to restriction will vest, or
                  be forfeited, in accordance with the terms and conditions
                  established by the Committee at or after grant.

                           (iv) If and when the Restriction Period expires
                  without a prior forfeiture of the Restricted Stock subject to
                  such Restriction Period, certificates for an appropriate
                  number of unrestricted shares shall be delivered to the
                  participant promptly.

                  (d) Minimum Value Provisions. In order to better ensure that
         award payments actually reflect the performance of the Company and
         service of the participant, the Committee may provide, in its sole
         discretion, for a tandem performance-based or other award designed to
         guarantee a minimum value, payable in cash or Common Stock to the
         recipient of a restricted stock award, subject to such performance,
         future service, deferral, and other terms and conditions as may be
         specified by the Committee.


SECTION 8. OTHER STOCK-BASED AWARDS.

                  (a) Administration. Other Stock-Based Awards, including,
         without limitation, performance shares, convertible preferred stock,
         convertible debentures, exchangeable securities and Common Stock awards
         or options valued by reference to earnings per share or Subsidiary
         performance, may be granted either alone, in addition to, or in tandem
         with Stock Options, Stock Appreciation Rights, or Restricted Stock
         granted under the Plan and cash awards made outside of the Plan;
         provided that no such Other Stock-Based Awards may be granted in tandem
         with Incentive Stock Options if that would cause such Stock Options not
         to qualify as Incentive Stock Options pursuant to Section 422 of the
         Code. Subject to the provisions of the Plan, the Committee shall have
         authority to determine the persons to whom and the time or times at
         which such awards shall be made, the number of shares of Common Stock
         to be awarded pursuant to such awards, and all other conditions of the
         awards. The Committee may also provide for the grant of Common Stock
         upon the completion of a specified performance period. The provisions
         of Other Stock-Based Awards need not be the same with respect to each
         recipient.


                                       14

<PAGE>   15



                  (b) Terms and Conditions. Other Stock-Based Awards made
         pursuant to this Section 8 shall be subject to the following terms and
         conditions:

                           (i) Shares subject to awards under this Section 8 and
                  the award agreement referred to in Section 8(b)(v) below, may
                  not be sold, assigned, transferred, pledged, or otherwise
                  encumbered prior to the date on which the shares are issued,
                  or, if later, the date on which any applicable restriction,
                  performance, or deferral period lapses.

                           (ii) Subject to the provisions of this Plan and the
                  award agreement and unless otherwise determined by the
                  Committee at grant, the recipient of an award under this
                  Section 8 shall be entitled to receive, currently or on a
                  deferred basis, interest or dividends or interest or dividend
                  equivalents with respect to the number of shares covered by
                  the award, as determined at the time of the award by the
                  Committee, in its sole discretion, and the Committee may
                  provide that such amounts (if any) shall be deemed to have
                  been reinvested in additional shares of Common Stock or
                  otherwise reinvested.

                           (iii) Any award under Section 8 and any shares of
                  Common Stock covered by any such award shall vest or be
                  forfeited to the extent so provided in the award agreement, as
                  determined by the Committee in its sole discretion.

                           (iv) In the event of the participant's Retirement,
                  Disability, or death, or in cases of special circumstances,
                  the Committee may, in its sole discretion, waive in whole or
                  in part any or all of the remaining limitations imposed
                  hereunder (if any) with respect to any or all of an award
                  under this Section 8.

                           (v) Each award under this Section 8 shall be
                  confirmed by, and subject to the terms of, an agreement or
                  other instrument by the Corporation and the participant.

                           (vi) Common Stock (including securities convertible
                  into Common Stock) issued on a bonus basis under this Section
                  8 may be issued for no cash consideration. Common Stock
                  (including securities convertible into Common Stock) purchased
                  pursuant to a purchase right awarded under this Section 8
                  shall be priced at least 85% of the Fair Market Value of the
                  Common Stock on the date of grant.




                                       15

<PAGE>   16


SECTION 9. CHANGE IN CONTROL PROVISIONS.

                  (a) Impact of Event. In the event of (1) a "Change in Control"
         as defined in Section 9(b); or (2) a "Potential Change in Control" as
         defined in Section 10(c), but only if and to the extent so determined
         by the Committee or the Board at or after grant (subject to any right
         of approval expressly reserved by the Committee or the Board at the
         time of such determination),

                           (i) Subject to the limitations set forth below in
                  this Section 9(a), the following acceleration provisions shall
                  apply:

                                    (a) Any Stock Appreciation Rights, any Stock
                           Option or Outside Director Option awarded under the
                           Plan not previously exercisable and vested shall
                           become fully exercisable and vested.

                                    (b) The restrictions applicable to any
                           Restricted Stock and Other Stock-Based Awards, in
                           each case to the extent not already vested under the
                           Plan, shall lapse and such shares and awards shall be
                           deemed fully vested.

                           (ii) Subject to the limitations set forth below in
                  this Section 9(a), the value of all outstanding Stock Options,
                  Stock Appreciation Rights, Restricted Stock, Outside Director
                  Options and Other Stock-Based Awards, in each case to the
                  extent vested, shall, unless otherwise determined Board or by
                  the Committee


                                       16

<PAGE>   17



                  in its sole discretion prior to any Change in Control, be
                  cashed out on the basis of the "Change in Control Price" as
                  defined in Section 9(d) as of the date such Change in Control
                  or such Potential Change in Control is determined to have
                  occurred or such other date as the Board or Committee may
                  determine prior to the Change in Control.

                           (iii) The Board or the Committee may impose
                  additional conditions on the acceleration or valuation of any
                  award in the award agreement.

                  (b) Definition of Change in Control. For purposes of Section
         9(a), a "Change in Control" means the happening of any of the
         following:

                           (i) any person or entity, including a "group" as
                  defined in Section 13(d)(3) of the Exchange Act, other than
                  the Company or a wholly-owned subsidiary thereof or any
                  employee benefit plan of the Company or any of its
                  Subsidiaries, becomes the beneficial owner of the Company's
                  securities having 35% or more of the combined voting power of
                  the then outstanding securities of the Company that may be
                  cast for the election of directors of the Company (other than
                  as a result of (A) an issuance of securities initiated by the
                  Company in the ordinary course of business or (B) a merger,
                  share exchange, sale of assets or other business combination
                  or combinations of the foregoing transactions approved by a
                  majority of the Board of Directors and in which a majority of
                  the combined voting power of the then outstanding securities
                  of the Company or any successor Company or entity entitled to
                  vote generally in the election of directors of the Company or
                  such other Company or entity after such transaction are held
                  in the aggregate by holders of the Company's securities
                  entitled to vote generally in the election of directors of the
                  Company immediately prior to such transaction); immediately
                  prior to the consummation of the transactions own more than
                  50% of the voting securities of the surviving corporation
                  immediately after the transaction); and in which the Company's
                  shareholders immediately prior to the consummation of the
                  transactions own more than 50% of the voting securities of the
                  surviving corporation immediately after the transaction); or

                           (ii) as the result of, or in connection with, any 
                  cash tender or exchange offer, merger or other business
                  combination, sales of assets or contested election, or any
                  combination of the foregoing transactions, less than a
                  majority of the combined voting power of the then outstanding
                  securities of the Company or any successor corporation or
                  entity entitled to vote generally in the election of the
                  directors of the Company or such other corporation or entity
                  after such transaction are held in the aggregate by the
                  holders of the Company's securities entitled to vote generally
                  in the election of directors of the Company immediately prior
                  to such transaction; or

                           (iii) during any period of two consecutive years,
                  individuals who at the beginning of any such period constitute
                  the Board cease for any reason to constitute at least a
                  majority thereof, unless the election, or the nomination for
                  election by the Company's shareholders, of each director of
                  the Company first elected during such period was approved by a
                  vote of at least two-thirds of the directors of the Company
                  then still in office who were directors of the Company at the
                  beginning of any such period.



                                       17
<PAGE>   18



                  (c) Definition of Potential Change in Control. For purposes of
         Section 9(a), a "Potential Change in Control" means the happening of
         any one of the following:

                           (i) The approval by shareholders of an agreement by
                  the Company, the consummation of which would result in a 
                  Change in Control of the Company as defined in Section 9(b); 
                  or

                           (ii) The acquisition of beneficial ownership,
                  directly or indirectly, by any entity, person or group (other
                  than the Company or a Subsidiary or any Company employee
                  benefit plan (including any trustee of such plan acting as
                  such trustee)) of securities of the Company representing 5% or
                  more of the combined voting power of the Company's outstanding
                  securities and the adoption by the Committee of a resolution
                  to the effect that a Potential Change in Control of the
                  Company has occurred for purposes of this Plan.

                  (d) Change in Control Price. For purposes of this Section 10,
         "Change in Control Price" means the highest price per share paid in any
         transaction reported on the The Nasdaq National Market or such other
         exchange or market as is the principal trading market for the Common
         Stock, or paid or offered in any bona fide transaction related to a
         Potential or actual Change in Control of the Company at any time
         during the 60 day period immediately preceding the occurrence of the
         Change in Control (or, where applicable, the occurrence of the
         Potential Change in Control event), in each case as determined by the
         Committee except that, in the case of Incentive Stock Options and Stock
         Appreciation Rights relating to Incentive Stock Options, such price
         shall be based only on transactions reported for the date on which the
         optionee exercises such Stock Appreciation Rights or, where applicable,
         the date on which a cash out occurs under Section 10(a)(ii).


SECTION 10. AMENDMENTS AND TERMINATION.

         The Board may at any time amend, alter or discontinue the Plan;
provided, however, that, without the approval of the Company's shareholders,
no amendment or alteration may be made which would (a) except as a result of the
provisions of Section 3(c) of the Plan, increase the maximum number of shares
that may be issued under the Plan or increase the Section 162(m) Maximum, (b)
change the provisions governing Incentive Stock Options except as required or
permitted under the provisions governing incentive stock options under the Code,
or (c) make any change for which applicable law or regulatory authority
(including the regulatory authority of the The Nasdaq National Market or any
other market or exchange on which the Common Stock is traded) would require
shareholder approval or for which shareholder approval would be required to
secure full deductibility of compensation received under the Plan under Section
162(m) of the Code. No amendment, alteration, or discontinuation shall be made
which would impair the rights of an optionee or participant under a Stock
Option, Stock Appreciation Right, Restricted Stock,



                                       18
<PAGE>   19



Other Stock-Based Award or Outside Director Option theretofore granted, without
the participant's consent.

         The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Stock Options for
previously granted Stock Options (on a one for one or other basis), including
previously granted Stock Options having higher option exercise prices. Solely
for purposes of computing the Section 162(m) Maximum, if any Stock Options or
other awards previously granted to a participant are canceled and new Stock
Options or other awards having a lower exercise price or other more favorable
terms for the participant are substituted in their place, both the initial Stock
Options or other awards and the replacement Stock Options or other awards will
be deemed to be outstanding (although the canceled Stock Options or other awards
will not be exercisable or deemed outstanding for any other purposes).


SECTION 11. UNFUNDED STATUS OF PLAN.

         The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Common Stock or payments in lieu of or with
respect to awards hereunder; provided, however, that, unless the Committee
otherwise determines with the consent of the affected participant, the existence
of such trusts or other arrangements is consistent with the "unfunded" status of
the Plan.


SECTION 12. GENERAL PROVISIONS.

                  (a) The Committee may require each person purchasing shares
         pursuant to a Stock Option or other award under the Plan to represent
         to and agree with the Corporation in writing that the optionee or
         participant is acquiring the shares without a view to distribution
         thereof. The certificates for such shares may include any legend which
         the Committee deems appropriate to reflect any restrictions on
         transfer. All certificates for shares of Common Stock or other
         securities delivered under the Plan shall be subject to such
         stock-transfer orders and other restrictions as the Committee may deem
         advisable under the rules, regulations, and other requirements of the
         Commission, any stock exchange upon which the Common Stock is then
         listed, and any applicable Federal or state securities law, and the
         Committee may cause a legend or legends to be put on any such
         certificates to make appropriate reference to such restrictions.



                                       19
<PAGE>   20



                  (b) Nothing contained in this Plan shall prevent the Board
         from adopting other or additional compensation arrangements, subject to
         shareholder approval if such approval is required; and such
         arrangements may be either generally applicable or applicable only in
         specific cases.

                  (c) The adoption of the Plan shall not confer upon any
         employee of the Company or any Subsidiary or Affiliate any right to
         continued employment with the Company or a Subsidiary or Affiliate,
         as the case may be, nor shall it interfere in any way with the right of
         the Company or a Subsidiary or Affiliate to terminate the
         employment of any of its employees at any time.

                  (d) No later than the date as of which an amount first becomes
         includible in the gross income of the participant for Federal income
         tax purposes with respect to any award under the Plan, the participant
         shall pay to the Company, or make arrangements satisfactory to the
         Committee regarding the payment of, any Federal, state, or local taxes
         of any kind required by law to be withheld with respect to such amount.
         The Committee may require withholding obligations to be settled with
         Common Stock, including Common Stock that is part of the award that
         gives rise to the withholding requirement. The obligations of the
         Company under the Plan shall be conditional on such payment or 
         arrangements and the Company and its Subsidiaries or Affiliates
         shall, to the extent permitted by law, have the right to deduct any
         such taxes from any payment of any kind otherwise due to the
         participant.

                  (e) The actual or deemed reinvestment of dividends or dividend
         equivalents in additional Restricted Stock (or other types of Plan
         awards) at the time of any dividend payment shall only be permissible
         if sufficient shares of Common Stock are available under Section 3 for
         such reinvestment (taking into account then outstanding Stock Options
         and other Plan awards).

                  (f) The Plan and all awards made and actions taken thereunder
         shall be governed by and construed in accordance with the laws of the
         State of Tennessee.

                  (g) The members of the Committee and the Board shall not be
         liable to any employee or other person with respect to any
         determination made hereunder in a manner that is not inconsistent with
         their legal obligations as members of the Board. In addition to such
         other rights of indemnification as they may have as directors or as
         members of the Committee, the members of the Committee shall be
         indemnified by the Corporation against the reasonable expenses,
         including attorneys' fees actually and necessarily incurred in
         connection with the defense of any action, suit or proceeding, or in
         connection with any appeal therein, to which they or any of them may be
         a party by reason of any action taken or failure to act under or in
         connection with the Plan or any option granted thereunder, and against
         all amounts paid by them in settlement thereof (provided such
         settlement is approved by independent legal counsel selected by the
         Company) or paid by them in



                                       20
<PAGE>   21


         satisfaction of a judgment in any such action, suit or proceeding,
         except in relation to matters as to which it shall be adjudged in such
         action, suit or proceeding that such Committee member is liable for
         negligence or misconduct in the performance of his duties; provided
         that within 60 days after institution of any such action, suit or
         proceeding, the Committee member shall in writing offer the Company
         the opportunity, at its own expense, to handle and defend the same.

                  (h) In addition to any other restrictions on transfer that may
         be applicable under the terms of this Plan or the applicable award
         agreement, no Stock Option, Stock Appreciation Right, Restricted Stock
         award, or Other Stock-Based Award or other right issued under this Plan
         is transferable by the participant without the prior written consent of
         the Committee, or, in the case of an Outside Director, the Board, other
         than (i) transfers by an optionee to a member of his or her Immediate
         Family or a trust for the benefit of the optionee or a member of his or
         her Immediate Family or (ii) transfers by will or by the laws of
         descent and distribution. The designation of a beneficiary will not
         constitute a transfer.

                  (i) The Committee may, at or after grant, condition the
         receipt of any payment in respect of any award or the transfer of any
         shares subject to an award on the satisfaction of a six-month holding
         period, if such holding period is required for compliance with Section
         16 under the Exchange Act.

SECTION 13. EFFECTIVE DATE OF PLAN.

         The Plan shall be effective upon approval by the Board of the
Company and by a majority of the votes cast by the holders of the
Company's Common Stock.


SECTION 14. TERM OF PLAN.

         No Stock Option, Stock Appreciation Right, Restricted Stock award,
Other Stock-Based Award or Outside Director Option award shall be granted
pursuant to the Plan on or after the tenth anniversary of the Effective Date of
the Plan, but awards granted prior to such tenth anniversary may be extended
beyond that date.




                                       21