HEALTH RISK MANAGEMENT, INC.
               AMENDED AND RESTATED 1992 LONG-TERM INCENTIVE PLAN


                            ARTICLE I - INTRODUCTION

1.01      History.  On  September  14, 1992,  the Board  adopted the Health Risk
          Management, Inc. 1992 Long-Term Incentive Plan, which the shareholders
          of the  Company  approved  on November  19,  1992,  and which has been
          amended from time to time.

1.02      Purpose.  The  primary  purpose  of  the  Amended  and  Restated  1992
          Long-Term  Incentive  Plan (the Plan) is to advance the  interests  of
          Health  Risk  Management,  Inc.  and  its  stockholders  by  affording
          officers  and  other  key  employees  of  the   Corporation   and  its
          Subsidiaries,   upon  whose  judgment,   initiative  and  efforts  the
          Corporation  and its  Subsidiaries  largely  depend for the successful
          conduct of their  business,  a proprietary  interest in the growth and
          performance of the Corporation.


                            ARTICLE II - DEFINITIONS


2.01      "Affiliate" means a Parent or Subsidiary of the Corporation.

2.02      "Award"  means  the  grant  of any  form of  Incentive  Stock  Option,
          Nonqualified  Stock Option,  Restricted  Stock Award, or any number of
          Performance  Units,  whether  granted  singly,  in  combination  or in
          tandem,  to a Plan  Participant  pursuant  to the Plan on such  terms,
          conditions and  limitations as the Committee may establish in order to
          fulfill the objectives of the Plan.

2.03      "Award  Agreement" means the agreement  executed by the Corporation or
          its Subsidiary and a Participant that sets forth the terms, conditions
          and limitations applicable to the Award.

2.04      "Board"  means,  at any  particular  time,  the then duly  elected and
          acting directors of the Corporation.

2.05      "Committee"  means  the  Compensation  Committee  of the Board (or any
          successor to such  Committee),  which shall  consist  solely of two or
          more  directors who shall be appointed by and serve at the pleasure of
          the Board. To the extent  necessary for compliance with Rule 16b-3, or
          any successor provision, each of the members of the Committee shall be
          a  `Non-Employee  Director,'  as such term is defined in Rule 16b-3 of
          the General Rules and Regulations under the Securities Exchange Act of
          1934, as amended from time to time.

2.06      "Corporation"   means  Health  Risk  Management,   Inc.,  a  Minnesota
          corporation,  and any  successor in interest by way of  consolidation,
          operation of law, merger or otherwise.

2.07      "Date of Grant" means the date an Award is approved by  resolution  of
          the  Committee,  or  such  later  date  as may be  specified  in  such
          resolution;  provided,  however,  that for Nonqualified  Stock Options
          granted to Outside  Directors  pursuant to Article VIII,  the "Date of
          Grant" shall be the date specified in Section 8.01.


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2.08      "Effective Date" means the date the Plan is adopted by the Board under
          Section 14.01 of Article XIV of the Plan.

2.09      "Eligible  Employee"  means those key  employees  and  officers of the
          Corporation  or a  Subsidiary  upon  whose  judgment,  initiative  and
          efforts the  Corporation and its  Subsidiaries  largely depend for the
          successful conduct of their business.

2.10      "Fair  Market  Value"  means,  with  respect to shares of Stock on any
          applicable date:

                    (a)       If the Stock is  reported in the  national  market
                              system or is listed upon an  established  exchange
                              or  exchanges,  the closing price of such Stock in
                              such  national  market  system  or on  such  stock
                              exchange or exchanges on the  applicable  date or,
                              if no sale of such Stock  shall have  occurred  on
                              that date,  the next preceding date on which there
                              was such a reported sale; or

                    (b)       If the Stock is not so  reported  in the  national
                              market system or listed upon an exchange, the mean
                              between the "bid" and "asked"  prices  quoted by a
                              recognized   specialist   in  the   Stock  on  the
                              applicable  date or, if there are no quoted  "bid"
                              and  "asked"  prices  on such  date,  on the  next
                              preceding date for which there are such quotes; or

                    (c)       If the  Stock  is not  publicly  traded  as of the
                              applicable  date,  the  Fair  Market  Value of the
                              Stock on the applicable  date as determined by the
                              Committee by applying principals of valuation, and
                              the  Committee   shall  have  full  authority  and
                              discretion in establishing the Fair Market Value.

2.11      "Fiscal  Year" means the twelve (12) month period  beginning on July 1
          and ending on June 30 of each year.


2.12      "Incentive  Stock Option" means an option to purchase Stock awarded to
          a  Participant  under  Article  VI of this Plan that  qualifies  as an
          Incentive  Stock  Option  within the meaning of Internal  Revenue Code
          Section 422.

2.13      "Incumbent  Director"  means an Outside  Director who was serving as a
          member of the Board on September 14, 1992.

2.14      "Internal  Revenue  Code" means the Internal  Revenue Code of 1986, as
          amended from time to time, and the regulations thereunder.

2.15      "Market Value  Threshold" means the first date following the September
          14,  1992,  upon which the average of the closing  price of a share of
          Stock for  thirty  (30)  consecutive  trading  days  equals or exceeds
          $15.00,  subject to  adjustment  pursuant to Section 4.03 of the Plan;
          provided, however, that in the event of a sale of substantially all of
          the Corporation's  assets or in the event of a merger,  consolidation,
          exchange,  reorganization,   liquidation,   divestiture  (including  a
          spin-off)  or similar  transaction  in which the  shareholders  of the
          Corporation  have the  opportunity to receive  consideration  having a
          value  of at least  $15.00  per  share  of  Stock,  the  Market  Value
          Threshold  shall be  deemed  to be  satisfied  upon the date that such
          transaction becomes effective.


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2.16      "New Director"  means an Outside  Director who becomes a member of the
          Board on or after the Effective Date of the Plan.

2.17      "Nonqualified  Stock Option" means an option to purchase Stock awarded
          to a  Participant  under Article VII or to an Outside  Director  under
          Article  VIII of this Plan but which does not qualify as an  Incentive
          Stock Option.

2.18      "Outside  Director" means a member of the Board who is not an employee
          of the Corporation or any of its Affiliates.

2.19      "Parent"  means a  corporation  as defined in  Internal  Revenue  Code
          Section   424(e)   applying  such  Section   424(e)  by  treating  the
          Corporation as the employer corporation.

2.20      "Participant"  means an  Eligible  Employee  to whom an Award has been
          made under the Plan.

2.21      "Performance  Goal" means, with respect to a Performance Unit Award, a
          specified  initial  or  cumulative  business  or  financial  objective
          whether or not related to any equity security of the Corporation,  the
          satisfaction of which shall be a condition precedent to the vesting of
          all or a portion of that Performance Unit Award.

2.22      "Performance  Period" means, with respect to a Performance Unit Award,
          the designated  period set forth in an Award  Agreement over which the
          Performance  Units may vest.  Participants  who receive a  Performance
          Unit Award for any  Performance  Period  shall be  entitled to receive
          additional  Performance Unit Awards for subsequent Performance Periods
          whether or not such Performance Periods overlap.

2.23      "Performance  Unit"  means  a  unit  having  a cash  equivalent  value
          determined  by  the  Committee  on the  basis  of  achievement  by the
          Corporation,  by a specified  Subsidiary,  or by a specified operating
          unit within the  Corporation  or  Subsidiary  of business or financial
          objectives which shall be set forth in the terms of an Award Agreement
          and which may or may not be  related  to any  equity  security  of the
          Corporation.

2.24      "Plan" means the Amended and  Restated  Health Risk  Management,  Inc.
          1992 Long-Term Incentive Plan, as set forth herein, as the same may be
          from time to time amended.

2.25      "Restricted   Stock  Award"  means  shares  of  Stock   awarded  to  a
          Participant under Article IX of this Plan.

2.26      "Section 16(b)  Participant" means a Participant who is subject to the
          provisions of Section 16(b) of the Securities Exchange Act of 1934, or
          its successor, as amended.

2.27      "Stock"  means the  Corporation's  Common  Stock,  par value $0.01 per
          share.

2.28      "Subsidiary"  means a corporation as defined in Internal  Revenue Code
          Section   424(f)   applying  such  Section   424(f)  by  treating  the
          Corporation as the employer corporation.

2.29      "Subsidiary  Board"  means,  at any  particular  time,  the then  duly
          elected and acting directors of any Subsidiary of the Corporation.

2.30      "Subsidiary Director" means a member of any Subsidiary Board.



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                          ARTICLE III - ADMINISTRATION


3.01      Administration.  Except for those  matters  expressly  reserved to the
          Board  pursuant  to any  provisions  of the Plan,  and  except for all
          matters relating to the grant of Nonqualified Stock Options to Outside
          Directors  and  Subsidiary  Directors  pursuant to Article  VIII,  the
          Committee shall have full  responsibility  for  administration  of the
          Plan, which responsibility shall include, but shall not be limited to,
          the following:

                    (a)       The Committee shall review and approve any and all
                              Awards   to  be   made   to   Eligible   Employees
                              recommended by the  management of the  Corporation
                              or its Subsidiaries in accordance with and subject
                              to the provisions of the Plan;

                    (b)       The Committee shall,  subject to the provisions of
                              the Plan,  establish,  adopt and revise such rules
                              and procedures for  administering  the Plan, shall
                              prescribe the form of the Award Agreements  (which
                              may  vary   from   Participant   to   Participant)
                              evidencing  each  Award,  and shall make all other
                              determinations   as  it  may  deem   necessary  or
                              advisable for the administration of the Plan;

                    (c)       With  the  exception  of  the  Nonqualified  Stock
                              Options   granted   to   Outside   Directors   and
                              Subsidiary Directors pursuant to Article VIII, the
                              Committee shall,  subject to the provisions of the
                              Plan,  determine the number and type of Awards and
                              all terms and conditions  that shall apply to such
                              Awards,   including,   but  not  limited  to,  the
                              Performance  Goals, the Performance Period and the
                              formula for the valuation of Performance  Units in
                              connection with the Performance  Unit Awards.  The
                              Committee  may, in its  discretion,  consider  the
                              recommendations   of   the   management   of   the
                              Corporation or its  Subsidiaries  when determining
                              such terms and conditions for such Awards.

                    (d)       The Committee  shall have the exclusive  authority
                              to interpret the  provisions of the Plan, and each
                              such  interpretation  or  determination  shall  be
                              conclusive and binding for all purposes and on all
                              persons,   including,  but  not  limited  to,  the
                              Corporation and its Subsidiaries, the stockholders
                              of  the  Corporation  and  its  Subsidiaries,  the
                              Committee  and each of its  members  thereof,  the
                              directors,   officers   and   employees   of   the
                              Corporation   and   its   Subsidiaries,   and  the
                              Participants        and       the       respective
                              successors-in-interest of all of the foregoing;

                    (e)       The  Committee  shall keep minutes of its meetings
                              regarding the Plan and shall provide copies to the
                              Board.


3.02      Options Granted to Directors. The Board shall have full responsibility
          for   administering   all  matters   relating  to  the  grant  of  any
          Nonqualified   Stock  Options  to  Outside  Directors  and  Subsidiary
          Directors pursuant to Article VIII of this Plan.


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                       ARTICLE IV - STOCK SUBJECT TO PLAN

4.01      Number. Subject to the approval of the Corporation's shareholders, the
          total number of shares of Stock  available for grants to  Participants
          directly or indirectly  under all forms of Awards under the Plan shall
          not exceed Eight  Hundred  Thousand  (800,000)  shares,  except to the
          extent  adjustments  are made  pursuant  to Section  4.03 of the Plan.
          Shares of Stock to be awarded may be either treasury or authorized but
          unissued shares. If the shareholders do not approve the reservation of
          Eight Hundred Thousand  (800,000) shares of Stock for Awards under the
          Plan,  the  number of shares of Stock  available  under the Plan shall
          remain at Four Hundred Thousand (400,000) shares, which was the number
          of shares of Stock  originally  reserved  under the Plan as adopted by
          the Board on September 14, 1992, and approved by the  shareholders  on
          November 19, 1992.

4.02      Unused  Shares.  In the event a Restricted  Stock Award,  an Incentive
          Stock Option Award or a Nonqualified  Stock Option Award granted under
          the Plan for any reason expires or is terminated prior to the exercise
          thereof,  the shares of Stock allocable to the unexercised  portion of
          such  Restricted  Stock Award,  Incentive Stock Option or Nonqualified
          Stock  Option  shall  continue  to  become  available  for  grants  of
          Restricted Stock Awards, Incentive Stock Options or Nonqualified Stock
          Options under the Plan.

4.03      Capital  Adjustments.  In the event of an  increase or decrease in the
          number of shares of Stock or in the event the Stock is changed into or
          exchanged  for a different  number or kind of shares of stock or other
          securities of the Corporation or of another corporation by reason of a
          reorganization,   merger,  consolidation,   divestiture  (including  a
          spin-off),  liquidation,  recapitalization,   reclassification,  stock
          dividend,  stock split,  combination of shares, rights offering or any
          other change in the corporate  structure or shares of the Corporation,
          the Board (or, if the Corporation is not the surviving  corporation in
          any  such  transaction,  the  board  of  directors  of  the  surviving
          corporation), in its sole discretion, shall adjust the number and kind
          of securities  subject to and reserved  under the Plan and, to prevent
          the  dilution or  enlargement  of rights of  Participants,  Subsidiary
          Directors and Outside  Directors,  shall adjust the number and kind of
          securities  subject to outstanding  Awards and, where applicable,  the
          option price per share for such  securities.  Additional  shares which
          may be credited  to such  outstanding  Awards  shall be subject to the
          same  restrictions  that apply to the securities with respect to which
          the adjustment relates.

          Notwithstanding  the foregoing or any other  provision in this Plan to
          the contrary, and subject to Section 11.04 of Article XI, in the event
          of a sale by the  Corporation of  substantially  all of its assets and
          the  consequent  discontinuance  of its  business or in the event of a
          merger,  consolidation,  exchange,  reorganization,  reclassification,
          extraordinary   dividend,   divestiture   (including  a  spin-off)  or
          liquidation  of  the  Corporation   (collectively  referred  to  as  a
          "transaction')  after  which  the  Corporation  is not  the  surviving
          corporation, the Board may, in connection with the Board's adoption of
          the plan for such transaction, in its sole discretion, provide for one
          or more of the following:


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                    (a)       That all  outstanding  Incentive Stock Options and
                              Nonqualified    Stock    Options    shall   become
                              exercisable in full;

                    (b)       That  this  Plan  shall  terminate  and  that  all
                              outstanding    Incentive    Stock    Options   and
                              Nonqualified  Stock Options not exercised prior to
                              a date  specified  by the Board  (which date shall
                              give    Participants,    Outside   Directors   and
                              Subsidiary  Directors  the right to exercise  such
                              Options   prior  to  the   effectiveness   of  the
                              transaction) shall be canceled;

                    (c)       That this Plan shall  continue with respect to the
                              exercise   of   Incentive    Stock   Options   and
                              Nonqualified  Stock Options which were outstanding
                              as of the date of the Board's adoption of the plan
                              for such transaction  and, if applicable,  provide
                              Participants,  Outside  Directors  and  Subsidiary
                              Directors the right to exercise  their  respective
                              Options  as to an  equivalent  number of shares of
                              stock   of   any   corporation    succeeding   the
                              Corporation by reason of such transaction;

                    (d)       That    Participants,    Outside   Directors   and
                              Subsidiary Directors holding outstanding Incentive
                              Stock Options and Nonqualified Stock Options shall
                              receive,  with  respect  to each  share  of  Stock
                              subject to such Options,  as of the effective date
                              of any such  transaction,  cash in an amount equal
                              to the  excess  of the Fair  Market  Value of such
                              Stock  on  the  date  immediately   preceding  the
                              effective date of such transaction over the option
                              price per share of such Options; provided that the
                              Board   may,   in  lieu  of  such  cash   payment,
                              distribution   to   such   Participants,   Outside
                              Directors and Subsidiary Directors shares of Stock
                              of the  Corporation  or  shares  of  stock  of any
                              corporation  succeeding the  Corporation by reason
                              of such  transaction,  such shares  having a value
                              equal to the cash payment provided by this Section
                              4.03(d);

                    (e)       That all  restrictions on the  transferability  of
                              shares  subject to  Restricted  Stock Awards shall
                              lapse;

                    (f)       That,  to the  extent  Performance  Units  granted
                              under Article X have vested prior to the effective
                              date of the  transaction as the Committee,  in its
                              sole  discretion,  shall  determine,  Participants
                              shall  receive  payment  for  the  value  of  such
                              Performance  Units as provided  in Sections  10.03
                              and 10.04.

          provided,  however,  that the Board may restrict the rights of, or the
          applicability  of this  Section  4.03 to Section  16(b)  Participants,
          Outside Directors and Subsidiary  Directors to the extent necessary to
          comply  with the  requirements  of  Section  16(b),  or any  successor
          provision,  of the  Securities  Exchange Act of 1934, as amended.  The
          grant of an Award  pursuant to the Plan shall not limit in any way the
          right   or   power   of   the   Corporation   to   make   adjustments,
          reclassifications,  reorganizations  or  changes  in  its  capital  or
          business  structure  or  to  merge,  exchange  or  consolidate  or  to
          dissolve,  liquidate, sell or transfer all or any part of its business
          or assets.



<PAGE>


                            ARTICLE V - PARTICIPATION


5.01      Participants.  Participants  in  the  Plan  shall  be  those  Eligible
          Employees   who,  in  the   judgment  of  the   Committee,   following
          recommendation  by management of the Corporation or its  Subsidiaries,
          have  performed,  are  performing  or during the period of their Award
          will  perform,  vital  services  in  the  management,   operation  and
          development  of  the  Corporation  or  its   Subsidiaries,   and  have
          significantly  contributed,  are  significantly  contributing  or  are
          expected to  significantly  contribute to the achievement of long-term
          corporate  objectives.  Participants  may be granted from time to time
          one or more  Restricted  Stock Awards,  Performance  Units,  Incentive
          Stock Options, or Nonqualified Stock Options; provided,  however, that
          the grant of each Award shall be separately approved by the Committee;
          and,  provided  further,  that the receipt of one such Award shall not
          result in the automatic receipt of any other Award. Upon determination
          by the Committee that an Award is to be granted to a  Participant,  an
          Award  Agreement  shall be  executed  by the  Corporation  and by such
          Participant,  specifying  the  terms,  conditions,  rights  and duties
          related thereto.

5.02      Directors.   Outside  Directors  and  Subsidiary  Directors  shall  be
          eligible  for grants of  Nonqualified  Stock  Options  pursuant to the
          provisions of Article VIII.


                      ARTICLE VI - INCENTIVE STOCK OPTIONS


6.01      Grant of Incentive Stock Options. In accordance with the provisions of
          the Plan, the Committee  shall approve,  following  recommendation  by
          management  of the  Corporation  or  its  Subsidiaries,  the  Eligible
          Employees  to whom  Incentive  Stock  Options  shall be  granted.  The
          Committee  shall  determine the number of shares to be subject to each
          Incentive  Stock  Option,  the  time at  which  such  Option  shall be
          granted,  whether  such Option  shall be granted in  exchange  for the
          cancellation and termination of a previously  granted  Incentive Stock
          Option under the Plan or  otherwise,  the extent to which an Incentive
          Stock Option may be exercisable upon the Participant's  termination of
          employment,  which  may  differ  depending  upon the  reason  for such
          termination,  the  manner in which an  Incentive  Stock  Option may be
          exercised and the form of the Award Agreement that shall evidence each
          Incentive Stock Option.  Except as otherwise  provided in this Article
          VI, the  Committee  shall  determine the terms,  conditions  and other
          provisions of each Award Agreement, which may vary from Participant to
          Participant and which may contain such limitations and restrictions as
          shall be  necessary to ensure that such Option will be  considered  an
          Incentive Stock Option as defined in Internal Revenue Code Section 422
          or to conform to any change therein. Each Participant shall enter into
          an Award Agreement with the  Corporation  with respect to the grant of
          each Incentive Stock Option.

6.02      Option  Price.  To the extent  required  to  qualify  the Option as an
          Incentive  Stock Option under  Internal  Revenue Code Section 422, the
          option  price per share  shall  not be less than one  hundred  percent
          (100%) of the Fair  Market  Value of one share of Stock as of the Date
          of Grant except that, if a Participant owns stock possessing more than
          ten percent (10%) of the total combined voting power of all classes of
          stock of the Corporation or its Affiliate,  the option price per share
          shall  not be less than one  hundred  ten  percent  (110%) of the Fair
          Market Value of one share of Stock as of the Date of Grant.


<PAGE>

6.03      Duration and Exercise of Options.

                    (a)       Duration of Incentive  Stock  Options.  The period
                              during  which an Incentive  Stock  Option  granted
                              under   the  Plan  may  be   exercised   shall  be
                              established  by the  Committee,  and  shall be set
                              forth  in the  Award  Agreement,  but in no  event
                              shall any  Incentive  Stock Option be  exercisable
                              during a term of more  than ten (10)  years  after
                              the Date of Grant;  provided,  however,  that if a
                              Participant  owns stock  possessing  more than ten
                              percent (10%) of the total  combined  voting power
                              of all classes of stock of the  Corporation or its
                              Affiliate,  the  Incentive  Stock  Option shall be
                              exercisable  during a period of not more than five
                              (5) years after the Date of Grant.

                    (b)       Exercisability of Incentive Stock Options.

                              (1)       The Committee  shall have  discretion to
                                        determine when an Incentive Stock Option
                                        becomes exercisable and may provide that
                                        the Incentive  Stock Option shall become
                                        exercisable  in  installments.   If  the
                                        Participant  does  not  purchase  in any
                                        year the full number of shares which the
                                        Participant  is  entitled to purchase in
                                        that  year,  the  Participant   may,  if
                                        provided   in   the   Award   Agreement,
                                        purchase  in any  subsequent  year  such
                                        previously    unpurchased    shares   in
                                        addition  to those that the  Participant
                                        is otherwise entitled to purchase.

                              (2)       In the event an  Incentive  Stock Option
                                        is  immediately  exercisable at the Date
                                        of Grant,  the manner of exercising such
                                        Option   in   the   event   it  is   not
                                        immediately  exercised  in full shall be
                                        specified in the Award Agreement.

                              (3)       The   Committee   may   accelerate   the
                                        exercise  date  of any  Incentive  Stock
                                        Option   which   is   not    immediately
                                        exercisable  at the Date of Grant as the
                                        Committee,  in  its  discretion,   deems
                                        advisable.

                              (4)       The Award  Agreement shall set forth all
                                        provisions      relating      to     the
                                        exercisability    of   Incentive   Stock
                                        Options.

6.04      Payment of Option  Price.  Upon the  exercise of any  Incentive  Stock
          Option  granted  pursuant to this Plan,  the  purchase  price for such
          shares of Stock  subject to such  Option  shall be paid in cash unless
          the  Committee,  in its sole  discretion and subject to any applicable
          rules or regulations it may adopt,  allows such payment to be made, in
          whole  or in  part,  by  the  transfer  from  the  Participant  to the
          Corporation  of  previously  acquired  shares of  Stock.  Any Stock so
          transferred   shall  be  valued  at  Fair  Market  Value  on  the  day
          immediately  preceding the effective  exercise of the Incentive  Stock
          Option. For purposes of this Section 6.04, "previously acquired shares
          of Stock" shall include  shares of Stock that are already owned by the
          Participant at the time of exercise.


<PAGE>

6.05      Rights as a  Shareholder.  The  Participant  shall have no rights as a
          shareholder  with  respect  to  any  shares  of  Stock  subject  to an
          Incentive  Stock  Option until the  Participant  becomes the holder of
          record  of such  shares.  Except  as  provided  in  Section  4.03,  no
          adjustments shall be made for dividends or other cash distributions or
          for  other  rights  that  have a record  date  preceding  the date the
          Participant becomes the holder of record of such shares of Stock.


                    ARTICLE VII - NONQUALIFIED STOCK OPTIONS


7.01      Grant of Nonqualified Stock Options. In accordance with the provisions
          of the Plan, the Committee shall approve,  following recommendation by
          management  of the  Corporation  or  its  Subsidiaries,  the  Eligible
          Employees to whom  Nonqualified  Stock  Options shall be granted under
          this Article VII. The Committee  shall  determine the number of shares
          to be subject to each  Nonqualified  Stock  Option,  the time at which
          such Option shall be granted,  whether such Option shall be granted in
          exchange for the cancellation and termination of a previously  granted
          Nonqualified  Stock Option under the Plan or otherwise,  the extent to
          which  a  Nonqualified  Stock  Option  may  be  exercisable  upon  the
          Participant's  termination of employment,  which may differ  depending
          upon  the  reason  for  such  termination,   the  manner  in  which  a
          Nonqualified  Stock Option may be exercised  and the form of the Award
          Agreement that shall evidence each Nonqualified  Stock Option.  Except
          as  otherwise  provided  in this  Article  VII,  the  Committee  shall
          determine  the terms,  conditions  and other  provisions of each Award
          Agreement,  which  may vary  from  Participant  to  Participant.  Each
          Participant  shall enter into an Award  Agreement with the Corporation
          with respect to the grant of each Nonqualified Stock Option.

7.02      Option Price. Unless otherwise determined by the Committee, the option
          price per share shall not be less than one hundred  percent  (100%) of
          the Fair Market Value of one share of Stock as of the Date of Grant.

7.03      Duration and Exercise of Options.

                    (a)       Duration of Nonqualified Stock Options. The period
                              during which a  Nonqualified  Stock Option granted
                              under   the  Plan  may  be   exercised   shall  be
                              established  by the  Committee,  and  shall be set
                              forth  in the  Award  Agreement,  but in no  event
                              shall any Nonqualified Stock Option be exercisable
                              during a term of more  than ten (10)  years  after
                              the Date of Grant.


<PAGE>

                    (b)       Exercisability of Nonqualified Stock Options.

                              (1)       The Committee  shall have  discretion to
                                        determine  when  a  Nonqualified   Stock
                                        Option  becomes   exercisable   and  may
                                        provide  that  the  Nonqualified   Stock
                                        Option  shall  become   exercisable   in
                                        installments.  If the  Participant  does
                                        not purchase in any year the full number
                                        of  shares  which  the   Participant  is
                                        entitled to  purchase in that year,  the
                                        Participant  may,  if  provided  in  the
                                        Award   Agreement,   purchase   in   any
                                        subsequent    year    such    previously
                                        unpurchased  shares in addition to those
                                        that  the   Participant   is   otherwise
                                        entitled to purchase.

                              (2)       In the event a Nonqualified Stock Option
                                        is  immediately  exercisable at the Date
                                        of Grant,  the manner of exercising such
                                        Option   in   the   event   it  is   not
                                        immediately  exercised  in full shall be
                                        specified in the Award Agreement.

                              (3)       The   Committee   may   accelerate   the
                                        exercise date of any Nonqualified  Stock
                                        Option   which   is   not    immediately
                                        exercisable  at the Date of Grant as the
                                        Committee,  in  its  discretion,   deems
                                        advisable.

                              (4)       The Award  Agreement shall set forth all
                                        provisions      relating      to     the
                                        exercisability  of  Nonqualified   Stock
                                        Options.

7.04      Payment of Option Price.  Upon the exercise of any Nonqualified  Stock
          Option  granted  pursuant to this Plan,  the  purchase  price for such
          shares of Stock  subject to such  Option  shall be paid in cash unless
          the  Committee,  in its sole  discretion and subject to any applicable
          rules or regulations it may adopt,  allows such payment to be made, in
          whole  or in  part,  by  the  transfer  from  the  Participant  to the
          Corporation  of  previously  acquired  shares of  Stock.  Any Stock so
          transferred   shall  be  valued  at  Fair  Market  Value  on  the  day
          immediately preceding the effective exercise of the Nonqualified Stock
          Option. For purposes of this Section 7.04, "previously acquired shares
          of Stock" shall include  shares of Stock that are already owned by the
          Participant at the time of exercise.

7.05      Rights as a  Shareholder.  The  Participant  shall have no rights as a
          shareholder  with  respect  to  any  shares  of  Stock  subject  to  a
          Nonqualified Option until the Participant becomes the holder of record
          of such shares.  Except as provided in Section  4.03,  no  adjustments
          shall be made for dividends or other cash  distributions  or for other
          rights  that have a record  date  preceding  the date the  Participant
          becomes the holder of record of such shares of Stock.



<PAGE>

                    ARTICLE VIII - NONQUALIFIED STOCK OPTIONS
                                  FOR DIRECTORS

8.01      Grant of Nonqualified Stock Options.

                    (a)       In accordance with the provisions of the Plan, the
                              Board shall  determine  the Outside  Directors and
                              Subsidiary  Directors to whom  Nonqualified  Stock
                              Options  shall be granted under this Article VIII.
                              The Board shall  determine the number of shares of
                              Stock to be  subject  to each  Nonqualified  Stock
                              Option,  the time at which  such  Option  shall be
                              granted,  whether  such Option shall be granted in
                              exchange for the cancellation and termination of a
                              previously granted Nonqualified Stock Option under
                              the  Plan or  otherwise,  the  extent  to  which a
                              Nonqualified  Stock Option may be exercisable upon
                              the Outside  Director's or  Subsidiary  Director's
                              termination of membership on the Board,  which may
                              differ   depending   on  the   reason   for   such
                              termination,  the  manner in which a  Nonqualified
                              Stock Option may be exercised  and the form of the
                              Award   Agreement   that   shall   evidence   each
                              Nonqualified  Stock  Option.  Except as  otherwise
                              provided  in this  Article  VIII,  the Board shall
                              determine   the   terms,   conditions   and  other
                              provisions of each Award Agreement, which may vary
                              from Outside Director to Outside Director and from
                              Subsidiary Director to Subsidiary  Director.  Each
                              Outside  Director  or  Subsidiary  Director  shall
                              enter into an Award Agreement with the Corporation
                              with  respect  to the  grant of each  Nonqualified
                              Stock Option.

                              In addition to the foregoing discretionary grants,
                              each  Outside  Director  and  Subsidiary  Director
                              shall automatically be granted  Nonqualified Stock
                              Options  as  provided  in  Sections   8.01(b)  and
                              8.01(c).

                    (b)       Initial Grants.

                              (1)       On September  14, 1992,  each  Incumbent
                                        Director  was  granted  a   Nonqualified
                                        Stock Option to purchase  three thousand
                                        eight hundred  (3,800)  shares of stock,
                                        Such Option shall remain  subject to the
                                        terms and conditions of this Plan.

                              (2)       Each  New  Director  who  first  becomes
                                        elected   to  the   Board  on  or  after
                                        September  14, 1992,  shall be granted a
                                        Nonqualified  Stock  Option to  purchase
                                        three  thousand  eight  hundred  (3,800)
                                        shares  of  Stock  on the  date  of such
                                        election.


<PAGE>

                    (c)       Annual Grants.

                              (1)       If  an  Outside  Director   receives  an
                                        initial   grant   pursuant   to  Section
                                        8.01(b)  during the first six (6) months
                                        of a Fiscal Year,  the Outside  Director
                                        shall be  granted a  Nonqualified  Stock
                                        Option to  purchase  one  thousand  nine
                                        hundred  (1,900)  shares of Stock on the
                                        last day of the Fiscal Year in which the
                                        Outside  Director  received such initial
                                        grant and on the last day of each Fiscal
                                        Year thereafter during which the Outside
                                        Director   continues  to  serve  on  the
                                        Board.

                              (2)       If  an  Outside  Director   receives  an
                                        initial   grant   pursuant   to  Section
                                        8.01(b)  during  the last six (6) months
                                        of a Fiscal Year,  the Outside  Director
                                        shall be  granted a  Nonqualified  Stock
                                        Option to  purchase  one  thousand  nine
                                        hundred  (1,900)  shares of Stock on the
                                        last day of the Fiscal Year  immediately
                                        following  the Fiscal  Year in which the
                                        Outside  Director  received such initial
                                        grant and on the last day of each Fiscal
                                        Year thereafter during which the Outside
                                        Director   continues  to  serve  on  the
                                        Board.

                              (3)       An  Outside  Director  or  a  Subsidiary
                                        Director may elect in writing to receive
                                        a  Nonqualified  Stock Option in lieu of
                                        all or any  portion of the cash fees for
                                        which the Outside Director or Subsidiary
                                        Director  may  be  entitled  to  receive
                                        payment   following  the  date  of  such
                                        election,  whether  in  the  form  of an
                                        annual  retainer  or in the form of fees
                                        for  attending  or chairing  meetings of
                                        the  Board  or  Subsidiary  Board or any
                                        committee to which the Outside  Director
                                        or   Subsidiary    Director   has   been
                                        appointed,  and which would otherwise be
                                        payable  to  the  Outside   Director  or
                                        Subsidiary  Director  during  the Fiscal
                                        Year for which  such  election  has been
                                        made.  The  number of shares  subject to
                                        such Nonqualified  Stock Option shall be
                                        determined  by dividing the total dollar
                                        amount  subject  to the  election  by an
                                        amount  equal  to  twenty-five   percent
                                        (25%)  of the Fair  Market  Value of the
                                        Stock of the  Corporation as of the Date
                                        of Grant.  For  purposes of this Section
                                        8.01(c)(3), the "Date of Grant" shall be
                                        the  last  day of the  Fiscal  Year  for
                                        which  the   election   has  been  made.
                                        Beginning  with the 1998 Fiscal Year, an
                                        election  by  an  Outside   Director  or
                                        Subsidiary   Director   to   receive   a
                                        Nonqualified  Stock  Option  pursuant to
                                        this Section  8.01(c)(3)  may be made at
                                        any time prior to the Date of Grant on a
                                        form prescribed by the Board.


<PAGE>

8.02      Option Price.

                    (a)       The  option  price per share for all  Nonqualified
                              Stock   Options   granted   pursuant  to  Sections
                              8.01(b),  8.01(c)(1) and  8.01(c)(2)  shall be one
                              hundred percent (100%) of the Fair Market Value of
                              one share of Stock as of the Date of Grant.

                    (b)       The  option  price per share for all  Nonqualified
                              Stock   Options   granted   pursuant   to  Section
                              8.01(c)(3) shall be seventy-five  percent (75%) of
                              the Fair Market  Value of one share of Stock as of
                              the Date of Grant.

8.03      Duration and Exercise of Options.

                    (a)       Duration of Options.  Unless otherwise  determined
                              by the Board and specified in the Award Agreement,
                              the period  during  which any  Nonqualified  Stock
                              Option granted to Outside  Directors or Subsidiary
                              Directors under this Article VIII may be exercised
                              shall be five (5) years after the Date of Grant.

                    (b)       Exercisability of Nonqualified Stock Options.

                              (1)       Unless otherwise determined by the Board
                                        and  specified  in the Award  Agreement,
                                        all  Nonqualified  Stock Options granted
                                        to  Outside   Directors  or   Subsidiary
                                        Directors pursuant to Section 8.01 shall
                                        become   exercisable   with  respect  to
                                        one-third  of the shares  subject to the
                                        Nonqualified  Stock  Options  on each of
                                        the three  succeeding  anniversaries  of
                                        the Date of  Grant;  provided,  however,
                                        that  the   Outside   Director   or  the
                                        Subsidiary   Director   shall   not   be
                                        entitled to exercise any portion of such
                                        Nonqualified   Stock   Option  that  has
                                        become   exercisable  until  the  Market
                                        Value Threshold has been satisfied.

                              (2)       If  the   Outside   Director   does  not
                                        purchase  in any year the full number of
                                        shares  which the  Outside  Director  is
                                        entitled to  purchase in that year,  the
                                        Outside  Director  shall be  entitled to
                                        purchase  in any  subsequent  year  such
                                        previously    unpurchased    shares   in
                                        addition  to those  shares  the  Outside
                                        Director   is   otherwise   entitled  to
                                        purchase.

                              (3)       In the event a Nonqualified Stock Option
                                        is  immediately  exercisable at the Date
                                        of Grant,  the manner of exercising such
                                        Option   in   the   event   it  is   not
                                        immediately  exercised  in full shall be
                                        specified in the Award Agreement.


<PAGE>

                              (4)       The Board may  accelerate  the  exercise
                                        date of any  Nonqualified  Stock  Option
                                        which is not immediately  exercisable at
                                        the Date of Grant as the  Board,  in its
                                        discretion, deems advisable.

                              (5)       The Award  Agreement shall set forth all
                                        provisions      relating      to     the
                                        exercisability  of  Nonqualified   Stock
                                        Options.

8.04      Manner  of  Option  Exercise.  A  Nonqualified  Stock  Option  may  be
          exercised by an Outside Director or a Subsidiary  Director in whole or
          in part,  subject to the  conditions  of this Plan and subject to such
          other  administrative  rules  as the  Board  may  deem  advisable,  by
          delivering to the principal  office of the Corporation  written notice
          of the number of whole shares with  respect to which the  Nonqualified
          Stock Option is being  exercised and by paying the purchase  price for
          such shares in full.  The  exercise of the  Nonqualified  Stock Option
          shall  be  deemed  effective  upon  receipt  of  such  notice  by  the
          Corporation  and upon  payment  that  complies  with the terms of this
          Plan.  As soon as  practicable  after the  effective  exercise  of the
          Nonqualified Stock Option, the Outside Director or Subsidiary Director
          shall be recorded on the stock  transfer  books of the  Corporation as
          the owner of the shares purchased and the Corporation shall deliver to
          the Outside  Director or  Subsidiary  Director one or more duly issued
          stock certificates evidencing such ownership.

8.05      Payment of Option Price.  Upon the exercise of any Nonqualified  Stock
          Option granted to an Outside Director or Subsidiary  Director pursuant
          to this  Article  VIII,  the  purchase  price for such shares of Stock
          subject to such Option shall be paid in cash unless the Board,  in its
          sole discretion and subject to any applicable  rules or regulations it
          may adopt, allows such payment to be made, in whole or in part, by the
          transfer  from the  Outside  Director  or  Subsidiary  Director to the
          Corporation  of  previously  acquired  shares of  Stock.  Any Stock so
          transferred   shall  be  valued  at  Fair  Market  Value  on  the  day
          immediately preceding the effective exercise of the Nonqualified Stock
          Option. For purposes of this Section 8.05, "previously acquired shares
          of Stock" shall include  shares of Stock that are already owned by the
          Outside Director or Subsidiary Director at the time of exercise.

8.06      Rights as a Shareholder.  The Outside Director or Subsidiary  Director
          shall have no rights as a  shareholder  with  respect to any shares of
          Stock  subject  to a  Nonqualified  Stock  Option  until  the  Outside
          Director or Subsidiary  Director  becomes the holder of record of such
          shares.  Except as provided in Section 4.03, no  adjustments  shall be
          made for  dividends  or other cash  distributions  or for other rights
          that have a record date  preceding  the date the  Outside  Director or
          Subsidiary  Director  becomes  the holder of record of such  shares of
          Stock.

8.07      Termination of Status as a Director.  Unless  otherwise  determined by
          the Board and specified in the Award  Agreement,  in the event that an
          Outside Director's  membership on the Board or a Subsidiary Director's
          membership  on  the  Subsidiary   Board   terminates,   the  following
          provisions shall apply:


<PAGE>

                    (a)       If the Outside Director's  membership on the Board
                              or the  Subsidiary  Director's  membership  on the
                              Subsidiary  Board  terminates for any reason other
                              than  the   Outside   Director's   or   Subsidiary
                              Director's   death  or  disability,   the  Outside
                              Director or Subsidiary  Director shall be entitled
                              to exercise any Nonqualified  Stock Option granted
                              to such Outside  Director or  Subsidiary  Director
                              pursuant to this  Article  VIII to the extent such
                              Option  was  exercisable  as of the  date  of such
                              termination  for a  period  of  three  (3)  months
                              following the date of such termination unless such
                              Option,  by its terms,  expires  before the end of
                              such three-month period;  provided,  however, that
                              the Outside Director or Subsidiary  Director shall
                              not be entitled to exercise any Nonqualified Stock
                              Option  pursuant to this Section  8.07(a)  unless,
                              prior to the  expiration  of the  exercise  period
                              specified  herein,  the Market Value Threshold has
                              been   satisfied.   To   the   extent   that   the
                              Nonqualified Stock Option is not exercisable as of
                              the date the Outside Director's  membership on the
                              Board or the Subsidiary  Director's  membership on
                              the  Subsidiary  Board  terminates  for any reason
                              other than death or  disability,  or to the extent
                              the Outside  Director or Subsidiary  Director does
                              not  exercise   such  Option   within  the  period
                              specified in this Section  8.07(a),  all rights of
                              the Outside Director or Subsidiary  Director under
                              such Option shall be forfeited.

                    (b)       If the Outside Director's  membership on the Board
                              or the  Subsidiary  Director's  membership  on the
                              Subsidiary Board terminates because of disability,
                              the Outside Director or Subsidiary  Director shall
                              be  entitled to exercise  any  Nonqualified  Stock
                              Option to the extent such  Option was  exercisable
                              as of the date the Outside  Director's  membership
                              on  the   Board  or  the   Subsidiary   Director's
                              membership on the  Subsidiary  Board is terminated
                              by  reason  of  disability  for a period of twelve
                              (12) months following the date of such termination
                              unless such Option,  by its terms,  expires before
                              the end of  such  twelve-month  period;  provided,
                              however,  that the Outside  Director or Subsidiary
                              Director  shall not be entitled  to  exercise  any
                              Nonqualified Stock Option pursuant to this Section
                              8.07(b)  unless,  prior to the  expiration  of the
                              exercise period specified herein, the Market Value
                              Threshold has been  satisfied.  To the extent that
                              such Option was not exercisable as of the date the
                              Outside Director's  membership on the Board or the
                              Subsidiary Director's membership on the Subsidiary
                              Board terminates because of disability,  or if the
                              Outside  Director or Subsidiary  Director does not
                              exercise the Nonqualified  Stock Option within the
                              twelve-month  period  specified  in  this  Section
                              8.07(b),  all rights of the  Outside  Director  or
                              Subsidiary  Director  under such  Option  shall be
                              forfeited.  For purposes of this Section  8.07(b),
                              "disability"  shall  mean  a  mental  or  physical
                              condition  of the Outside  Director or  Subsidiary
                              Director resulting from illness, injury or disease
                              which,  as  determined  by the  Board,  causes the
                              Outside  Director  to resign from the Board or the
                              Subsidiary  Director to resign from the Subsidiary
                              Board and is reasonably expected to be of long and
                              indefinite duration or result in death.


<PAGE>

                    (c)       If the  Outside  Director or  Subsidiary  Director
                              dies (i) while a member of the Board or Subsidiary
                              Board,  (ii) within the three (3) months following
                              the   termination   of  the   Outside   Director's
                              membership on the Board or the  termination of the
                              Subsidiary Director's membership on the Subsidiary
                              Board in the case of  Section  8.07(a)  above,  or
                              (iii) within the twelve (12) months  following the
                              termination of the Outside  Director's  membership
                              on the Board or the  termination of the Subsidiary
                              Director's  membership on the Subsidiary  Board in
                              the   case   of   Section   8.07(b)   above,   any
                              Nonqualified  Stock Option granted to such Outside
                              Director  or  Subsidiary   Director  shall  become
                              immediately   exercisable   in  full  and  may  be
                              exercised by the Outside  Director's or Subsidiary
                              Director's  estate or any person who  acquired the
                              right to exercise  any  Nonqualified  Stock Option
                              granted to such  Outside  Director  or  Subsidiary
                              Director  pursuant to this Article VIII by bequest
                              or inheritance  until the date such Option expires
                              as   specified   in   Section    8.03(a)    above.
                              Notwithstanding   the   foregoing,   the   Outside
                              Director's or Subsidiary  Director's estate or any
                              person who  acquired  the right to  exercise  such
                              Nonqualified    Stock   Option   by   bequest   or
                              inheritance  shall not be entitled to exercise any
                              portion of such Option  pursuant  to this  Section
                              8.07(c)  unless,  prior to the  expiration  of the
                              exercise period specified herein, the Market Value
                              Threshold has been satisfied.

8.08      Investment  Purpose.  The Corporation shall require, as a condition to
          the grant and exercise of any  Nonqualified  Stock Option  pursuant to
          this  Article  VIII,   that  any  Stock  acquired   pursuant  to  such
          Nonqualified Stock Option shall be acquired only for investment if, in
          the opinion of counsel for the Corporation, such condition is required
          or deemed advisable under securities laws or any other applicable law,
          regulation or rule of any government or governmental  agency.  In this
          regard,  if  requested  by the  Corporation,  the Outside  Director or
          Subsidiary  Director,  prior to the acquisition of any shares of Stock
          pursuant to any Nonqualified Stock Option, shall execute an investment
          letter to the effect that the Outside Director or Subsidiary  Director
          is acquiring  shares of Stock  pursuant to such Option for  investment
          purposes only and not with the intention of making any distribution of
          such  shares and will not  dispose of the shares in  violation  of the
          applicable federal and state securities laws.


                      ARTICLE IX - RESTRICTED STOCK AWARDS


9.01      Grant of Restricted Stock Awards. In accordance with the provisions of
          the Plan, the Committee  shall approve,  following  recommendation  by
          management  of the  Corporation  or  its  Subsidiaries,  the  Eligible
          Employees to whom  Restricted  Stock  Awards  shall be granted,  shall
          determine the number of shares to be subject to each Restricted  Stock
          Award,  the time at which the Restricted Stock Award is to be granted,
          the manner in which  restrictions on the  transferability of shares of
          Stock  represented by the Restricted  Stock Award will lapse including
          the extent to which such restrictions may lapse upon the Participant's
          termination of employment,  which may differ depending upon the reason
          for such  termination,  subject to the provisions of Section 9.03, and
          such other  provisions of the Restricted  Stock Award as the Committee
          may deem  necessary or desirable.  The Committee  shall  determine the
          form of Award  Agreement  that shall  evidence each  Restricted  Stock
          Award and shall determine the terms,  conditions and other  provisions
          of  each  Award   Agreement,   which  may  vary  from  Participant  to
          Participant. Each participant shall enter into an Award Agreement with
          the  Corporation  with respect to the grant of each  Restricted  Stock
          Award.


<PAGE>

9.02      Restrictions  on Transfer.  The shares of Stock awarded  pursuant to a
          Restricted Stock Award shall be subject to the following restrictions:

                    (a)       No such  share of Stock may be sold,  transferred,
                              assigned,   pledged,   encumbered   or   otherwise
                              alienated or  hypothecated  unless and only to the
                              extent  that  restrictions  shall  have  lapsed in
                              accordance with the Plan and the Award Agreement.

                    (b)       Upon the grant of a Restricted  Stock  Award,  the
                              Corporation   shall  cause  to  be  issued   stock
                              certificates  representing  the shares  subject to
                              such Restricted  Stock Award in the  Participant's
                              name.  The  Corporation   shall  hold  such  stock
                              certificates  until the  restrictions set forth in
                              Section  9.02(a) lapse in accordance with the Plan
                              and the  Award  Agreement.  Once the  restrictions
                              have  lapsed  with  respect  to all or part of the
                              shares subject to the Restricted Stock Award, such
                              stock  certificates  shall be  distributed  to the
                              Participant.

                    (d)       Notwithstanding the provisions of Section 9.02(b),
                              and  subject  to any  terms,  conditions  or other
                              restrictions set forth in the Award  Agreement,  a
                              Participant  receiving  a  Restricted  Stock Award
                              shall, as of the Date of Grant,  have the right to
                              vote such shares of Stock and to receive dividends
                              and other  distributions made with respect to such
                              shares,  but the  Participant  shall  not,  unless
                              otherwise  determined by the  Committee,  have any
                              other   rights  as  a   shareholder.   The  terms,
                              conditions and restrictions set forth in the Award
                              Agreement  shall  also  apply  to  any  additional
                              shares of Stock  received by a Participant  as the
                              result of any dividend paid on the shares of Stock
                              subject to the  Restricted  Stock  Award or as the
                              result of any stock split,  stock  distribution or
                              combination  of shares that  affects the shares of
                              Stock subject to the Restricted Stock Award.

9.03      Lapsing of  Restrictions.  The Committee  shall have the discretion to
          determine  the  times  and  extent  to  which   restrictions   on  the
          transferability  of shares  under each  Restricted  Stock  Award shall
          lapse, and the Award Agreement shall set forth all provisions relating
          to the lapsing of such restrictions.

9.04      Modification  of Lapsing  Schedule.  The  Committee  may,  in its sole
          discretion,  modify the rate at which  restrictions on transferability
          of  shares  under a  Restricted  Stock  Award  shall  lapse.  Any such
          modification  shall  apply  only to those  shares  of Stock  which are
          restricted as of the effective date of the modification,  and shall be
          reflected  in a  resolution  adopted by the  Committee  and, if deemed
          appropriate by the Committee,  in an amendment to any Award  Agreement
          with respect to which it applies.



<PAGE>

                          ARTICLE X - PERFORMANCE UNITS


10.01     Grant of Performance  Units.  In accordance with the provisions of the
          Plan, the Committee  shall approve,  following  recommendation  by the
          management  of  the  Corporation  or  its  Subsidiary,   the  Eligible
          Employees to whom Performance Unit Awards shall be granted,  and shall
          determine  the  number  of  Performance  Units to be  subject  to each
          Performance  Unit Award, the time at which such Performance Unit Award
          shall be granted,  the extent to which Performance Units may vest upon
          the  Participant's   termination  of  employment,   which  may  differ
          depending  upon the  reason  for  such  termination,  and  such  other
          provisions  of the  Performance  Unit Award as the  Committee may deem
          necessary or  desirable.  The  Committee  shall  determine the form of
          Award  Agreement that shall evidence each  Performance  Unit Award and
          shall  determine the terms,  conditions  and other  provisions of each
          Award Agreement, which may vary from Participant to Participant.  Each
          Participant  shall enter into an Award  Agreement with the Corporation
          with respect to the grant of each Performance Unit Award.

10.02     Vesting of Performance  Units.  Each  Performance Unit Award Agreement
          shall set forth:

                    (a)       The  Performance  Period  over  which  Performance
                              Units may vest;

                    (b)       The initial or cumulative  Performance Goals which
                              must be satisfied  prior to vesting of any portion
                              of  the  Performance   Units  represented  by  the
                              Performance    Unit   Award.    Unless   otherwise
                              determined  by  the  Committee,  such  Performance
                              goals   shall,   for   purposes  of  valuing  each
                              Performance  Unit  under  Section  10.03,  include
                              threshold, target and maximum levels.

                    (c)       The   vesting   schedule   with   respect  to  the
                              Performance  Units,  shall  be  determined  by the
                              Committee and shall depend upon the  attainment of
                              the initial or  cumulative  Performance  Goals set
                              forth in the Award Agreement.

10.03     Valuation of Performance  Units.  The dollar value of each Performance
          Unit that  becomes  vested and  payable to a  Participant  pursuant to
          Section  10.02(c)  shall be  determined by the Committee in accordance
          with the formula set forth in the Award  Agreement  and in  accordance
          with any corresponding initial or cumulative Performance Goals.

10.04     Payment of Performance  Unit Awards.  The value of  Performance  Units
          that have vested shall be paid to the  Participant  within thirty (30)
          calendar days after the Committee  determines  whether the  applicable
          Performance  Goals have been attained after the end of the Performance
          Period. Such payment may, at the discretion of the Committee,  be made
          in cash, stock or any combination thereof. Any payment to be made to a
          Participant   shall  be   subject   to  the   applicable   withholding
          requirements described in Section 15.06.

10.05     Amendment of Performance  Unit Awards.  The Committee may, at any time
          during  a  Performance   Period,   suspend,   modify  or  terminate  a
          Performance Unit Award upon the occurrence of any extraordinary  event
          which  substantially   affects  the  Corporation  or  the  Subsidiary,
          including,  but not  limited  to, a merger,  consolidation,  exchange,
          divestiture  (including a spin-off),  reorganization or liquidation of
          the  Corporation  or  Subsidiary  or the  sale by the  Corporation  or
          Subsidiary  of  substantially  all of its  assets  and the  consequent
          discontinuance of its business.



<PAGE>

                         ARTICLE XI - CHANGE OF CONTROL

11.01     Definitions.   For  purposes  of  this   Article  XI,  the   following
          definitions shall apply:

                    (a)       "Change  of   Control"   shall  mean  any  of  the
                              following events:

                              (1)       A merger or  consolidation  to which the
                                        Corporation    is   a   party   if   the
                                        individuals   and   entities   who  were
                                        shareholders    of    the    Corporation
                                        immediately  prior to the effective date
                                        of such  merger or  consolidation  have,
                                        immediately following the effective date
                                        of   such   merger   or   consolidation,
                                        beneficial ownership (as defined in Rule
                                        13d-3 under the Securities  Exchange Act
                                        of  1934)  of less  than  fifty  percent
                                        (50%) of the total combined voting power
                                        of all classes of  securities  issued by
                                        the   surviving   corporation   for  the
                                        election of directors  of the  surviving
                                        corporation;

                              (2)       The   direct  or   indirect   beneficial
                                        ownership  (as  defined  in  Rule  13d-3
                                        under  the  Securities  Exchange  Act of
                                        1934) of securities  of the  Corporation
                                        representing,  in the aggregate,  twenty
                                        percent  (20%)  or  more  of  the  total
                                        combined  voting power of all classes of
                                        the   Corporation's   then   issued  and
                                        outstanding  securities by any person or
                                        entity  or  by  a  group  of  associated
                                        persons or entities acting in concert;

                              (3)       The sale of the properties and assets of
                                        the  Corporation   substantially  as  an
                                        entirety,  to any person or entity which
                                        is not a wholly-owned  subsidiary of the
                                        Corporation;

                              (4)       The   shareholders  of  the  Corporation
                                        approve  any  plan or  proposal  for the
                                        liquidation of the Corporation; or
<PAGE>

                              (5)       A change in the composition of the Board
                                        at  any  time  during  any   consecutive
                                        twenty-four  (24) month period such that
                                        the "Continuity Directors" cease for any
                                        reason to  constitute at least a seventy
                                        percent (70%) majority of the Board. For
                                        purposes  of  this  event,   "Continuity
                                        Directors"  means  those  members of the
                                        Board who either:

                                        (i)       were    directors    at    the
                                                  beginning of such  consecutive
                                                  twenty-four (24) month period;
                                                  or

                                        (ii)      were  elected  by,  or on  the
                                                  nomination  or  recommendation
                                                  of,  at  least  a   two-thirds
                                                  (2/3)    majority    of    the
                                                  then-existing     Board     of
                                                  Directors.

                    (b)       "Change of Control  Action" shall mean any payment
                              (including any benefit or transfer of property) in
                              the nature of  compensation  to or for the benefit
                              of a Participant,  Outside  Director or Subsidiary
                              Director under any arrangement which is considered
                              to  be  contingent  on a  Change  of  Control  for
                              purposes of Internal Revenue Code Section 280G. As
                              used in this  definition,  the term  "arrangement"
                              means any agreement between a Participant, Outside
                              Director   or   Subsidiary    Director   and   the
                              Corporation  or its  Subsidiary and shall include,
                              without   limitation,   any   and   all   of   the
                              Corporation's  or  Subsidiary's   salary,   bonus,
                              incentive,   restricted   stock,   stock   option,
                              compensation   or  benefit   plans,   programs  or
                              arrangements and this Plan.


<PAGE>

                    (c)       "Change of Control  Termination"  shall mean, with
                              respect  to a  Participant,  Outside  Director  or
                              Subsidiary  Director,  any of the following events
                              occurring  within two (2) years  after a Change of
                              Control:

                              (1)       The  termination  of  the  Participant's
                                        employment  by  the  Corporation  or its
                                        Subsidiary  for  any  reason,   with  or
                                        without cause, except for conduct by the
                                        Participant  constituting  (i) a  felony
                                        involving  moral  turpitude under either
                                        federal  law or the law of the  state of
                                        the Corporation's  incorporation or (ii)
                                        the  Participant's  willful  failure  to
                                        fulfill his  employment  duties with the
                                        Corporation or its Subsidiary; provided,
                                        however,   that  for  purposes  of  this
                                        clause (ii), an act or failure to act by
                                        the  Participant  shall not be "willful"
                                        unless  it is  done,  or  omitted  to be
                                        done,  in  bad  faith  and  without  any
                                        reasonable belief that the Participant's
                                        action  or  omission  was  in  the  best
                                        interests  of  the  Corporation  or  its
                                        Subsidiary; or

                              (2)       The  termination of employment  with the
                                        Corporation  or  its  Subsidiary  by the
                                        Participant for Good Reason.

                              With respect to an Outside  Director or Subsidiary
                              Director,  "Change of Control  Termination"  shall
                              mean the  termination  of the  Outside  Director's
                              status as a member  of the  Board  for any  reason
                              within two (2) years after a Change of Control.

                    (d)       "Good    Reason"   shall   mean   a   good   faith
                              determination   by   the   Participant,   in   the
                              Participant's sole and absolute judgment, that any
                              one or more of the  following  events has occurred
                              without the Participant's  express written consent
                              after a Change of Control:

                              (1)       A change in the Participant's  reporting
                                        responsibilities,  titles or  offices as
                                        in  effect   immediately  prior  to  the
                                        Change of Control, or any removal of the
                                        Participant   from  or  any  failure  to
                                        re-elect the  Participant to any of such
                                        positions,   which  has  the  effect  of
                                        diminishing      the       Participant's
                                        responsibility or authority;

                              (2)       A reduction  by the  Corporation  or its
                                        Subsidiary  in  the  Participant's  base
                                        salary as in effect immediately prior to
                                        the Change of Control or as the same may
                                        be   increased   from   time   to   time
                                        thereafter;


<PAGE>

                              (3)       A requirement imposed by the Corporation
                                        or its  Subsidiary  on  the  Participant
                                        that  results in the  Participant  being
                                        based at a location that is outside of a
                                        twenty-five  (25)  radius  mile  of  the
                                        Participant's  job  location at the time
                                        of the Change of Control;

                              (4)       Without the  adoption  of a  replacement
                                        plan,   program  or   arrangement   that
                                        provides  benefits  to  the  Participant
                                        that are equal to or greater  than those
                                        benefits   that  are   discontinued   or
                                        adversely affected:

                                        (a)       The failure by the Corporation
                                                  or  Subsidiary  to continue in
                                                  effect,   within  its  maximum
                                                  stated   term,   any  pension,
                                                  bonus,    incentive,     stock
                                                  ownership,  purchase,  option,
                                                  life    insurance,     health,
                                                  accident,  disability,  or any
                                                  other employee compensation or
                                                  benefit   plan,   program   or
                                                  arrangement,   in  which   the
                                                  Participant  is  participating
                                                  immediately  prior to a Change
                                                  of Control; or

                                        (b)       The  taking  of any  action by
                                                  the    Corporation    or   its
                                                  Subsidiary      that     would
                                                  adversely      affect      the
                                                  Participant's participation or
                                                  materially      reduce     the
                                                  Participant's  benefits  under
                                                  any of such plans, programs or
                                                  arrangements; or

                              (5)       Any  action  by the  Corporation  or its
                                        Subsidiary    that   would    materially
                                        adversely affect the physical conditions
                                        existing  at the time of the  Change  of
                                        Control   in   or   under    which   the
                                        Participant    performs   his   or   her
                                        employment duties; or

                              (6)       If the Participant's  primary employment
                                        duties  are  with  a  Subsidiary  of the
                                        Corporation,     the    sale,    merger,
                                        contribution,   transfer  or  any  other
                                        transaction      relating     to     the
                                        Corporation's ownership interest in such
                                        Subsidiary  and  which   decreases  such
                                        ownership   interest   below  the  level
                                        specified in Section 2.28; or

                              (7)       Any material  breach by the  Corporation
                                        or  its  Subsidiary  of  any  employment
                                        agreement  between the  Participant  and
                                        the Corporation or its Subsidiary.

                              "Good Reason" shall not include the  Participant's
                              death or termination for any reason other than the
                              events specified in clauses (1) through (7) above.

11.02     Acceleration  of  Vesting/Put  Option.  Subject to the  "Limitation on
          Change of Control  Compensation"  contained in Section  11.03,  in the
          event of a Change of Control  Termination  of a  Participant,  Outside
          Director or Subsidiary  Director,  and without  further  action of the
          Board, the Committee or otherwise:


<PAGE>

                    (a)       Each Incentive Stock Option or Nonqualified  Stock
                              Option  granted  to  such   Participant,   Outside
                              Director or Subsidiary  Director  pursuant to this
                              Plan shall become immediately exercisable in full,
                              any   restrictions   that   may   apply   to   the
                              exercisability  of the  Incentive  Stock Option or
                              Nonqualified  Stock  Option,   including  but  not
                              limited  to  the   Market   Value   Threshold   if
                              applicable,   shall  be  deemed  to  be  satisfied
                              (notwithstanding  any provision in the Plan or the
                              Award   Agreement  to  the   contrary),   and  the
                              Incentive  Stock  Option  or  Nonqualified   Stock
                              Option   shall   remain   exercisable   until  the
                              expiration of such Option;

                    (b)       All restrictions on the  transferability of shares
                              of Stock  subject to each  Restricted  Stock Award
                              granted  to  such  Participant  shall  immediately
                              lapse and be of no further force or effect;

                    (c)       The value of all Performance Units awarded to such
                              Participant  shall  immediately   become  payable,
                              notwithstanding any provision in the Plan or Award
                              Agreement  to the  contrary.  For purposes of this
                              Section  11.02(c),  the value of such  Performance
                              Units shall be calculated (i) by  determining  the
                              value of such  Performance  Units  pursuant to the
                              formula  set  forth  in the  Award  Agreement  and
                              assuming  that the Company has achieved the target
                              level of any  Performance  Goals  relating to such
                              Performance  Units,  and (ii) by  multiplying  the
                              value  determined  in  (i)  by  a  fraction,   the
                              numerator of which shall be the number of days the
                              Participant  worked  for  the  Corporation  or its
                              Subsidiary during the Performance  Period relating
                              to such Performance Units immediately prior to the
                              Change in Control Termination, and the denominator
                              of  which  shall  be the  number  of  days in such
                              Performance Period.

                    (d)       Within  thirty (30) days  following  the Change of
                              Control  Termination,   the  Participant  may,  by
                              written  election  delivered  to an officer of the
                              Corporation,  require the Corporation to purchase,
                              within  five (5) days  following  delivery  of the
                              election,  the shares of the  Participant's  Stock
                              with respect to which  restrictions have lapsed in
                              accordance with Section 11.02(b), at a price equal
                              to the Fair  Market  Value of such shares of Stock
                              on  the  day  prior  to  the  Change  of  Control;
                              provided,  however,  that  if a  Participant  is a
                              Section  16(b)  Participant  and if the  Change of
                              Control  Termination  occurs  within  the  six (6)
                              month   period   following   the   later   of  the
                              Participant's  most recent purchase of Stock which
                              is subject to Section 16(b) of the 1934 Act or the
                              grant of the  applicable  Restricted  Stock Award,
                              then, to the extent  necessary to comply with Rule
                              16b-3,  as  amended,   the  Participant  shall  be
                              entitled to deliver the written election specified
                              herein  within  thirty  (30)  days  following  the
                              expiration  of  such  six-month  period,  and  the
                              thirty-five  (35) day period  referenced in clause
                              Section   11.02(e)   shall   commence   upon   the
                              expiration of such six-month period.  For purposes
                              of this  Section  11.02(d),  a "purchase  of Stock
                              which is subject to Section 16(b) of the 1934 Act"
                              shall,  to the extent provided by Section 16(b) of
                              the  Securities  and  Exchange Act of 1934 and the
                              General Rules and Regulations  issued  thereunder,
                              include the establishment of or increase in a call
                              equivalent  position  or  the  liquidation  of  or
                              decrease in a put equivalent position with respect
                              to such Stock.


<PAGE>

                    (e)       To the extent a Participant has not sold shares of
                              Stock  to  the  Corporation  pursuant  to  Section
                              11.02(d),  certificates  for such shares of Stock,
                              with no restrictive  language,  shall be delivered
                              to the Participant  within  thirty-five  (35) days
                              following the Change of Control Termination.

11.03     Limitation on Change of Control Compensation.  A Participant,  Outside
          Director or Subsidiary  Director  shall not be entitled to receive any
          Change of Control Action which would, with respect to the Participant,
          constitute a "parachute payment" for purposes of Internal Revenue Code
          Section  280G. In the event any Change of Control  Action would,  with
          respect to the  Participant,  constitute  a "parachute  payment,"  the
          Participant  shall have the right to designate those Change of Control
          Action(s) which would be reduced or eliminated so that the Participant
          will not receive a "parachute payment."

11.04     Limitations on Committee's and Board's  Actions.  Prior to a Change of
          Control, a Participant,  Outside Director or Subsidiary Director shall
          have no rights  under this  Article  XI, and the Board  shall have the
          power and right,  within its sole discretion,  by a resolution adopted
          by a  two-thirds  (2/3)  majority  to  rescind,  modify or amend  this
          Article XI without any consent of the Participant, Outside Director or
          Subsidiary  Director.  In all other  cases,  and  notwithstanding  the
          authority granted to the Committee or Board to exercise  discretion in
          interpreting,   administering,  amending  or  terminating  this  Plan,
          neither  the  Committee  nor the Board  shall,  following  a Change of
          Control,  have the power to exercise such  authority or otherwise take
          any action which is  inconsistent  with the provisions of this Article
          XI.

          Notwithstanding anything in this Article XI to the contrary, the Board
          may  restrict the rights of, or the  applicability  of this Article XI
          to,  Section  16(b)  Participants,  Outside  Directors  or  Subsidiary
          Directors to the extent necessary to comply with Section 16(b), or any
          successor  provision,  of the  Securities  Exchange  Act of  1934,  as
          amended.


<PAGE>

           ARTICLE XII - RIGHTS OF ELIGIBLE EMPLOYEES AND PARTICIPANTS


12.01     Relationship to Employment.  Nothing contained in the Plan, nor in any
          Award granted  pursuant to the Plan, shall confer upon any Participant
          any right with respect to continuance of employment by the Corporation
          or its  Subsidiaries,  nor  interfere in any way with the right of the
          Corporation  or  its  Subsidiaries  to  terminate  the   Participant's
          employment at any time.

12.02     Nontransferability  of Award. No Incentive  Stock Options,  Restricted
          Stock Awards or Performance  Units shall be transferable,  in whole or
          in part, by the  Participant,  either  voluntarily  or  involuntarily,
          except  by  will  or the  laws  of  descent  or  distribution.  If the
          Participant attempts to transfer an Incentive Stock Option, Restricted
          Stock Award or Performance Unit, or any portion of such Option,  Award
          or Unit,  such transfer shall be void and the Incentive  Stock Option,
          Restricted  Stock  Award  or  Performance  Unit  shall  terminate.  An
          Incentive Stock Option shall be exercisable  during the  Participant's
          lifetime only by the Participant or by such Participant's  guardian or
          other legal representative.

          Subject to the approval of the  Committee,  or, in the case of Outside
          Directors  or  Subsidiary  Directors,  subject to the  approval of the
          Board,  Nonqualified  Stock  Options  granted  under  the  Plan may be
          transferred,  for no  consideration,  by the Participant,  the Outside
          Director  or  Subsidiary  Director  to a member of the  Participant's,
          Outside  Director's or Subsidiary  Director's  immediate  family, to a
          trust for the benefit of such family  members or to a  partnership  in
          which such family members are the only partners.  The family member to
          whom,  or the trust or  partnership  to which,  a  Nonqualified  Stock
          Option has been  transferred  shall not be permitted  to  subsequently
          transfer the Option, either voluntarily or involuntarily,  unless such
          transfer is to another family member, trust or partnership which meets
          the  requirements  of  this  Section  12.02.  No  other  transfers  of
          Nonqualified  Stock Options,  in whole or in part, by the Participant,
          Outside   Director  or   Subsidiary   Director   shall  be  permitted,
          voluntarily  or  involuntarily,  except by will or the laws of descent
          and distribution.  If the Participant,  Outside Director or Subsidiary
          Director  attempts to transfer a  Nonqualified  Stock  Option,  or any
          portion of such  Option,  in a manner not  permitted  by this  Section
          12.02,  such transfer shall be void and the Nonqualified  Stock Option
          shall terminate.


                    ARTICLE XIII - AMENDMENT OR MODIFICATION


13.01     Authority to Amend and Procedure. Subject to the provisions of Article
          XI, the Board or the  Committee  may, at any time and without  further
          action on the part of the shareholders of the  Corporation,  terminate
          this Plan or make such amendments thereto as it deems advisable and in
          the best interests of the Corporation or its  Subsidiaries;  provided,
          however,  that no such  termination  or amendment  shall,  without the
          consent of a Participant,  Outside  Director,  or Subsidiary  Director
          materially  adversely  affect  or impair  the right of a  Participant,
          Outside  Director  or  Subsidiary  Director  with  respect to an Award
          already  granted;  and  provided,  further,  that no amendment  shall,
          either directly or indirectly:


<PAGE>

                    (a)       Materially  increase the total number of shares of
                              Stock that may be  awarded  under this Plan to all
                              Participants,  Outside  Directors  and  Subsidiary
                              Directors,  except for  adjustments  described  in
                              Section 4.03 of this Plan;

                    (b)       Materially   increase  the  benefits  accruing  to
                              Participants,  Outside  Directors  and  Subsidiary
                              Directors under the Plan; or

                    (c)       Materially   modify   the   requirements   as   to
                              eligibility for participation in the Plan;

          without the approval of the shareholders of the Corporation,  but only
          if such approval is required for compliance  with the  requirements of
          any  applicable  law or  regulation.  Furthermore,  the  Plan may not,
          without  the  approval  of the  shareholders  of the  Corporation,  be
          amended in any manner that will cause  Incentive Stock Options to fail
          to meet the requirements of Internal Revenue Code Section 422.


                ARTICLE XIV - EFFECTIVE DATE AND DURATION OF PLAN


14.01     Effective  Date of Plan.  The Plan shall be deemed  effective upon its
          adoption by the Board,  subject to the approval of Section 4.01 by the
          shareholders  of the Corporation  within twelve (12) months  following
          the adoption of the Plan by the Board.  If Section 4.01 of the Plan is
          not approved by the shareholders of the Corporation, all provisions of
          the Plan,  including Section 4.01, as originally  adopted on September
          14, 1992, shall continue in full force and effect.

14.02     Duration of the Plan.  Incentive Stock Options may be granted pursuant
          to this Plan from time to time  during a period of ten (10) years from
          the Effective Date of the Plan. Nonqualified Stock Options, Restricted
          Stock Awards and  Performance  Unit Awards may be granted  pursuant to
          this Plan from time to time after the  Effective  Date of the Plan and
          until  the Plan is  discontinued  or  terminated  by the  Board or the
          Committee.


                         ARTICLE XV - GENERAL PROVISIONS

15.01     Construction and Headings. The headings of the Articles,  Sections and
          their subparts  within the Plan are for  convenience  only and are not
          meant to be of substantive  significance,  and such headings shall not
          add to or  detract  from  the  meaning  of such  Article,  Section  or
          subpart.

15.02     Governing  Law.  The Plan and all  rights and  obligations  thereunder
          shall be construed in accordance  with and governed by the laws of the
          State of Minnesota,  without regard to the conflict of laws provisions
          of any jurisdiction.

15.03     Successor  and  Assigns.  This Plan shall be binding upon and inure to
          the benefit of the successors and assigns of the  Corporation  and its
          Subsidiaries, including, without limitation, whether by way of merger,
          consolidation,   operation  of  law,  assignment,  purchase  or  other
          acquisition  of  substantially  all of the assets or  business  of the
          Corporation  or  any  of  its  Subsidiaries,  and  any  and  all  such
          successors and assigns shall absolutely and unconditionally assume all
          of  the  Corporation's  or  the  Subsidiary's  obligations  hereunder;
          provided,  however,  that this  Section  15.03  shall  not apply  with
          respect to the  successors  or assigns  of a  Subsidiary  in the event
          that,  prior to a Change of Control,  the Subsidiary is sold,  merged,
          contributed or in any other manner transferred or for any other reason
          ceases to be a Subsidiary of the Corporation.


<PAGE>

15.04     Survival of Provisions. The rights, remedies, agreements,  obligations
          and  covenants  of the parties  contained  in or made  pursuant to the
          Plan,  any Award  Agreement  and any other  notices or  agreements  in
          connection  therewith,  including,  without limitation,  any notice of
          exercise of an Incentive Stock Option or a Nonqualified  Stock Option,
          shall   survive  the  execution  and  delivery  of  such  notices  and
          agreements  and shall  survive  the  exercise of any  Incentive  Stock
          Option or  Nonqualified  Stock  Option,  the payment of such  Option's
          exercise  price and the  delivery  and  receipt of the shares of Stock
          subject to such Option, and shall remain in full force and effect.

15.05     Absence of Liability of Directors and Committee Members.  No member of
          the Board or of the  Committee  shall be liable,  with respect to this
          Plan,  for any act,  whether by commission  or omission,  taken by any
          other member of the Board or the Committee,  or by any officer, agent,
          or  employee of the  Corporation  or its  Subsidiaries,  nor shall any
          member  of  the  Board  or  the   Committee   be  liable,   except  in
          circumstances involving such member's own bad faith, for anything done
          or omitted to be done by any person in connection with this Plan.

15.06     Withholding Taxes. The Corporation or its Subsidiaries is entitled to:

                    (a)       Withhold   and  deduct  from  future  wages  of  a
                              Participant or from the cash portion of any Award,
                              or make other  arrangements for the collection of,
                              all legally required amounts  necessary to satisfy
                              any and all federal,  state and local  withholding
                              and     employment-related     tax    requirements
                              attributable  to the  Participant's  exercise of a
                              Nonqualified  Stock  Option,  attributable  to the
                              lapse of restrictions on a Restricted Stock Award,
                              attributable  to the  payment  of any  Performance
                              Unit Award, or otherwise  incurred with respect to
                              any other provisions of the Plan; or

                    (b)       Require  the  Participant  promptly  to remit  the
                              amount of such  withholding tax obligations to the
                              Corporation or the Subsidiary before acting on the
                              Participant's notice of exercise of a Nonqualified
                              Stock Option or before  taking any further  action
                              with respect to the  Nonqualified  Stock Option or
                              the  issuance of any  certificate  with respect to
                              any  shares of stock  awarded  under a  Restricted
                              Stock Award or a Nonqualified Stock Option.

          Subject to such rules as the Committee may adopt,  the Committee  may,
          in  its  sole  discretion,   permit  a  Participant  to  satisfy  such
          withholding tax obligations, in whole or in part, with shares of Stock
          of having an  equivalent  Fair Market Value or by electing to have the
          Corporation  or  Subsidiary   withhold   shares  of  Stock  having  an
          equivalent  Fair  Market  Value and that are  payable  under an Award;
          provided,  however,  that  if  the  Participant  is  a  Section  16(b)
          Participant,   such   Participant  must  comply  with  the  applicable
          provisions of Rule 16b-3 or its successor,  as then in effect,  of the
          General Rules and Regulations under the Securities and Exchange Act of
          1934, as amended.