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                                                                    EXHIBIT 10.3


                COMMUNITY TRUST FINANCIAL SERVICES CORPORATION

                       1993 DIRECTORS STOCK OPTION PLAN

                                Amended 6/15/99
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                COMMUNITY TRUST FINANCIAL SERVICES CORPORATION
                       1993 DIRECTORS STOCK OPTION PLAN

     1.   Purpose.
          -------

          The purpose of the Community Trust Financial Services Corporation 1993
Directors Stock Option Plan (the "Plan") is to further the growth and
development of Community Trust Financial Services Corporation (the "Company")
and its subsidiaries (collectively the Company and its subsidiaries shall be
referred to as the "Controlled Group"), by encouraging directors who are not
otherwise employees of the Controlled Group to obtain a proprietary interest in
the Company by owning its stock. The Company intends that the Plan provide such
persons with an added incentive to continue to serve as directors of the
Controlled Group and will stimulate their efforts in promoting the growth,
efficiency and profitability of the Controlled Group. The Company also intends
that the Plan will afford the Controlled Group a means of attracting to service
directors of outstanding quality. Unless otherwise specified, the term "Options"
shall refer both to non-qualified stock options and to non-qualified Reload
Options (as described in Section 5(l) hereof) granted in connection therewith."

     2.   Administration.
          --------------

          (a)  General Administration. The Plan shall be administered and
               ----------------------
interpreted by a committee appointed by the Company's Board of Directors (the
"Committee"). Subject to the express provisions of the Plan, the Committee also
shall have authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it, to determine the terms and provisions of
the instruments by which Options shall be evidenced (which shall not be
inconsistent with the terms of the Plan), and to make all other determinations
necessary or advisable for the administration of the Plan, all of which
determinations shall be final, binding and conclusive.

          (b)  Appointment. The Board of Directors shall appoint the Committee
               -----------
from among its members to serve at the pleasure of the Board. The Board from
time to time may remove members from, or add members to, the Committee and shall
fill all vacancies thereon. The Committee shall be composed of two or more
directors.

          (c)  Organization. The Committee may select one of its members as its
               ------------
chairman and shall hold its meetings at such times and at such places as it
shall deem advisable. A majority of the Committee shall constitute a quorum, and
such majority shall determine its actions. The Committee shall keep minutes of
its proceedings and shall report the same to the Board of Directors at the
meeting next succeeding.

          (d)  Indemnification. In addition to such other rights of
               ---------------
indemnification as they have as directors or as members of the Committee, the
members of the Committee, to the extent permitted by applicable law, shall be
indemnified by the Company against reasonable expenses (including, without
limitation, attorneys' fees) actually and necessarily incurred in connection
with the defense of any action, suit or proceeding, or in connection with any
appeal, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Options
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved to the extent required by and in the
manner provided by applicable law and/or the Bylaws of the Company relating to

                                      -2-
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indemnification of directors) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such Committee
member or members did not act in good faith and in a manner he or they
reasonably believed to be in or not opposed to the best interest of the Company.

     3.   Stock.
          -----

          The stock subject to the Options and other provisions of the Plan
shall be authorized but unissued or reacquired shares of the $2.50 par value
common stock of the Company (the "Common Stock"). Subject to readjustment in
accordance with the provisions of Section 6, the total number of shares of the
Common Stock for which Options may be granted to persons participating in the
Plan shall not exceed in the aggregate 150,000 shares. Notwithstanding the
foregoing, shares of Common Stock allocable to the unexercised portion of any
expired or terminated Option again may become subject to Options under the Plan.

     4.   Eligibility to Receive Options.
          ------------------------------

          The persons eligible to receive Options hereunder shall be (i) the
directors of the Company who are not otherwise compensated employees of the
Controlled Group and (ii) certain directors of certain subsidiaries of the
Company selected by the Committee, in its sole discretion, and set forth on a
schedule hereto, who are not otherwise compensated employees of the Controlled
Group; provided, however, that a person who is a director of more than one
corporation in the Controlled Group shall be eligible to receive Options
hereunder only in his capacity as a director of one such corporation. The
individuals eligible to receive Options hereunder shall be referred to
individually as "Optionee" and collectively as "Optionees."

     5.   Terms and Conditions of Options.
          -------------------------------

          The Committee shall prepare a written agreement, executed and dated by
the Company, evidencing the Option granted to an Optionee (the "Option
Agreement") and setting forth the terms and conditions of such Option. The
Committee shall present such Option Agreement to the Optionee and upon execution
of such Option Agreement by the Optionee, such Option shall be deemed to have
been granted effective as of the date the Option is granted as specified in
subsection (a) hereof. The failure of the Optionee to execute the Option
Agreement within 30 days after the date of the receipt of same shall render the
Option Agreement and the underlying Option null and void ab initio. Option
                                                         -- ------
Agreements and the Options granted thereby shall comply with and be subject to
the following terms and conditions:

          (a)  Optionee and Number of Shares.
               -----------------------------

               (i)   Each of the directors of the Company who are eligible to
     participate in the Plan (as described in Section 4) on the date the
     shareholders of the Company approve the adoption of the Plan, shall
     receive, as of that date, an Option to purchase a total of (A) 1,000 shares
     of the Common Stock of the Company, plus (B) 1,000 shares of the Common
     Stock of the Company multiplied by the number of full, consecutive 12-month
     terms such Optionee has served as a director of the Company as of the
     Effective Date.

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               (ii)  Each other individual who becomes a director of the Company
     eligible to participate in the Plan (as described in Section 4) after the
     initial approval of the Plan by the shareholders of the Company, shall
     receive an Option to purchase 1,000 shares of the Common Stock of the
     Company as of the date such individual is elected a director of the
     Company.

               (iii) Effective as of each January 1 following the initial
     approval of the Plan, each director of the Company who is eligible to
     participate in the Plan (as described in Section 4) shall receive an Option
     to purchase an additional 1,000 shares of Common Stock of the Company.

               (iv)  Each other individual who becomes a director of a
     subsidiary of the Company eligible to participate in the Plan (as described
     in Section 4) shall receive an option to purchase shares of the Common
     Stock of the Company at such times and in such amounts as determined by the
     Committee.

               (v)   Notwithstanding anything herein to the contrary, no
     Optionee may be granted an option or options under the Plan to purchase
     more than a total of 15,000 shares of Common Stock of the Company.

               (vi)  Each Option Agreement shall state the name of the Optionee
     and the total number of shares of the Common Stock to which it pertains.

               (vii) Subject to the limitation under Subsection (v) above, the
     Committee shall have the right at any time to grant an eligible director of
     the Company an Option to purchase additional shares of the Common Stock of
     the Company.

          (b)  Vesting.
               -------

               (i)   Each Option shall first become exercisable (that is,
     vested) with respect to such portions of the shares subject to such Option
     as are specified in the schedule set forth hereinbelow; provided, if
     Optionee ceases to be a director, his right to all future vesting shall
     cease immediately.

                     (A)  Commencing as of the first anniversary of the date the
          Option is granted, the Optionee shall have the right to exercise the
          Option with respect to, and to thereby purchase, 33 percent of the
          shares subject to such Option. Prior to said date, the Option shall be
          unexercisable in its entirety.

                     (B)  Commencing as of the second anniversary of the date
          the Option is granted, the Optionee shall have the right to exercise
          the Option with respect to, and to thereby purchase, an additional 33
          percent of the shares subject to such Option.

                     (C)  Commencing as of the third anniversary of the date the
          Option is granted, the Optionee shall have the right to exercise the
          Option with respect to, and to thereby purchase, the remainder of the
          shares subject to such Option.

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               (ii)  The Option Agreement and the Optionee's right as to vested
     stock options shall not impose upon the Company any obligation to retain
     the Optionee as a director for any period.

               (iii) Notwithstanding the above, all Options shall become
     immediately exercisable for 100 percent of the number of shares subject to
     the Options upon a Change in Control (as defined in Section 7 hereof).

          (c)  Option Price.
               ------------

               (i)  The purchase price of the shares of Common Stock underlying
     each Option (the "Option Price") shall be the fair market value of the
     Common Stock on the date the Option is granted.

               (ii) If the Common Stock subject to the Plan is registered on a
     national securities exchange (as such term is defined by the Securities
     Exchange Act of 1934, as amended (the "1934 Act")) or is regularly traded
     in the over-the-counter market on the date of determination, the fair
     market value per share shall be the closing price of a share of the Common
     Stock on said national securities exchange or over-the-counter market on
     the date of grant of the option. If shares are publicly traded on a
     national securities exchange or the over-the-counter market but no shares
     of the Common Stock are traded on that date (or if records of such sales
     are unavailable or burdensome to obtain) but there were shares traded on
     dates within a reasonable period both before and after such date, the fair
     market value shall be the average of the closing prices of the Common Stock
     on the nearest date before and the nearest date after the date of
     determination. If the Common Stock is traded both on a national securities
     exchange and in the over-the-counter market, the closing price shall be
     determined by the closing price on the national securities exchange, unless
     transactions on such exchange and in the over-the-counter market are
     jointly reported on a consolidated reporting system in which case the
     closing price shall be determined by reference to such consolidated
     reporting system. If the Common Stock is not listed for trading on a
     national securities exchange and is not regularly traded in the over-the-
     counter market, then the Committee shall determine the fair market value of
     the Common Stock from all relevant available facts which may include
     opinions of independent experts as to value and may take into account any
     recent sales and purchases of such Common Stock to the extent they are
     representative.

          (d)  Terms of Options. Terms of Options granted under the Plan shall
               ----------------
commence on the date the Option is granted and shall expire 10 years from the
date the Option is granted. Any Reload Option granted pursuant to Section 5(l)
hereof shall expire as of the date of expiration of the original Option with
respect to which such Reload Option is granted. No Option shall be granted
hereunder after 10 years from the earlier of the date the Plan is approved by
the shareholders or is adopted by the Board of Directors.

          (e)  Terms of Exercise. The exercise of an Option may be for less than
               -----------------
the full number of shares of Common Stock subject to such Option, but such
exercise shall not be made for less than the greater of (i) 100 shares or (ii)
the total remaining shares of Common Stock subject to such Option. Subject to
the other restrictions on exercise set forth herein, the unexercised portion of
an Option may be exercised at a later date by the Optionee.

                                      -5-
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          (f)  Method of Exercise. All Options granted hereunder shall be
               ------------------
exercised by written notice directed to the Secretary of the Company at its
principal place of business or to such other person as the Committee may direct.
Each notice of exercise shall be accompanied by payment of the Option Price for
the number of shares specified in such notice and by any documents required by
Section 8(a). The Company shall make delivery of such shares within a reasonable
period of time; provided, if any law or regulation requires the Company to take
any action (including, but not limited to, the filing of a registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and
causing such registration statement to become effective) with respect to the
shares specified in such notice before the issuance thereof, then the date of
delivery of such shares shall be extended for the period necessary to take such
action.

          (g)  Medium and Time of Payment.
               --------------------------

               (i)   The Option Price shall be payable upon the exercise of the
     Option in an amount equal to the number of shares then being purchased
     times the per share Option Price. Payment, at the election of the Optionee
     [or his successors as provided in Section 5(h)(iii)], shall be (A) in cash;
     (B) by delivery to the Company of a certificate or certificates for shares
     of the Common Stock duly endorsed for transfer to the Company with
     signature guaranteed by a member firm of a national stock exchange or by a
     national or state bank (or guaranteed or notarized in such other manner as
     the Committee may require); or (C) by a combination of (A) and (B).

               (ii)  If all or part of the Option Price is paid by delivery of
     shares of the Common Stock, the following conditions shall apply:

                     (A)  Such shares shall be valued on the basis of the fair
               market value of the Common Stock on the date of exercise. Fair
               market value shall be determined in the manner provided in
               Section 5(c)(ii) (dealing with determining Option Price);

                     (B)  If the shares of Common Stock used to pay the Option
               Price were acquired through an exercise of Options, Optionee must
               have held such shares of Common Stock for at least 6 months from
               the date of acquisition .

                     (C)  The value of such Common Stock shall be less than or
               equal to the total Option Price payment. If the Optionee delivers
               Common Stock with a value that is less than the total Option
               Price, then such Optionee shall pay the balance of the total
               Option Price in cash.

               (iii) In addition to the payment of the purchase price of the
     shares then being purchased, an Optionee also shall pay in cash (or have
     withheld from his normal pay) an amount equal to the amount, if any, which
     the Company at the time of exercise is required to withhold under the
     income tax withholding provisions of the Internal Revenue Code of 1986, as
     amended (the "Code"), and of the income tax laws of the state of the
     Optionee's residence.

          (h)  Effect of Termination or Death. Except as provided in parts (i),
               ------------------------------
(ii) and (iii) of this subsection, no Option shall be exercisable unless the
Optionee thereof shall have been

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a director of the Controlled Group from the date the Option was granted until
the date of exercise.

               (i)   In the event an Optionee ceases to be a director for any
     reason other than death or disability, any Option or unexercised portion
     thereof granted to him which is otherwise exercisable shall terminate on
     and shall not be exercisable after the earlier to occur of (a) the
     expiration date of the Option, (b) 3 months after the date the director
     ceases to be a director. Prior to the earlier of the dates specified in the
     first sentence of this subsection (5)(h)(i), the Option shall be
     exercisable only in accordance with its terms and only for the number of
     shares exercisable on the date of termination.

               (ii)  In the event that an Optionee ceases to be a director due
     to a disability, as determined by the Committee in its sole discretion, any
     Option or unexercised portion thereof granted to him which is otherwise
     exercisable shall terminate on and shall not be exercisable after the
     earlier to occur of (a) the expiration date of the Option, or (b) the
     expiration of 1 year from the date such Optionee ceases to be a director
     due to disability.

               (iii) In the event of the death of the Optionee while he is a
     director, or within 3 months (1 year in the case of termination due to
     disability) after the date on which such Optionee ceases to be a director,
     any Option or unexercised portion thereof granted to him which is otherwise
     exercisable may be exercised by his personal representatives, heirs or
     legatees at any time prior to the expiration of 1 year from the date of
     death of such Optionee. Such exercise shall be effected pursuant to the
     terms of this Section 5 as if such personal representatives, heirs or
     legatees are named Optionee.

          (i)  Restrictions on Transfer and Exercise of Options. No Option shall
               ------------------------------------------------
be assignable or transferable by the Optionee except by will or by the laws of
descent and distribution; and, during the lifetime of an Optionee, the Option
shall be exercisable only by him.

          (j)  Holding Period. No Option granted hereunder may be exercised
               --------------
within the 6-month period immediately following the date of grant (as described
in Section 5(a) hereof).

          (k)  Rights as a Shareholder. An Optionee shall have no rights as a
               -----------------------
shareholder with respect to shares covered by his Option until the date of
issuance of the shares to him and only after the Option Price of such shares is
fully paid. Unless specified in Section 6, no adjustment will be made for
dividends or other rights for which the record date is prior to the date of such
issuance.

          (l)  Reload Options. All Options shall be accompanied by a "Reload
               --------------
Option". A Reload Option shall be an Option that is granted (i) to an Optionee
who pays for exercise of all or part of an Option with shares of the Common
Stock pursuant to subsection 5(g) hereof, (ii) for the same number of shares as
is exchanged in payment for the exercise of such Option; (iii) as of the date of
such payment, and (iv) subject to all of the same terms and conditions as such
Option; provided, the Option Price for shares subject to the Reload Option shall
be determined pursuant to Section 5(c) hereof on the basis of the fair market
value of such shares on the date the Reload Option is granted. In addition, an
Optionee who pays for exercise of a Reload Option with shares of the Common
Stock is entitled to a successive Reload Option. In no event shall the term of
any Reload Option extend beyond the original term of the Option with respect to
which such Reload Option was granted.

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          (m)  Miscellaneous Provisions. In the event of any conflict between
               ------------------------
the provisions of an Option Agreement and the Plan, the Plan shall control.

          (n)  No Obligation to Exercise Option. The granting of an Option shall
               --------------------------------
impose no obligation upon the Optionee to exercise such Option.

     6.   Adjustments Upon Changes in Capitalization.
          ------------------------------------------

          (a)  Recapitalization. In the event that the outstanding shares of the
               ----------------
Common Stock of the Company are hereafter increased or decreased or changed into
or exchanged for a different number or kind of shares or other securities of the
Company by reason of a recapitalization, reclassification, stock split,
combination of shares or dividend payable in shares of the Common Stock, the
following rules shall apply:

               (i)   The Committee shall make an appropriate adjustment in the
     number and kind of shares available for the granting of Options under the
     Plan.

               (ii)  The Committee also shall make an appropriate adjustment in
     the number and kind of shares as to which outstanding Options, or portions
     thereof then unexercised, shall be exercisable, to the end that the
     Optionee's proportionate interest shall be maintained as before the
     occurrence of such event; any such adjustment in any outstanding Options
     shall be made without change in the total price applicable to the
     unexercised portion of such Option and with a corresponding adjustment in
     the Option Price per share. No fractional shares shall be issued or
     optioned in making the foregoing adjustments, and the number of shares
     available under the Plan or the number of shares subject to any outstanding
     Options shall be the next lower number of shares, rounding all fractions
     downward.

               (iii) If any rights or warrants to subscribe for additional
     shares are given pro rata to holders of outstanding shares of the class or
     classes of stock then set aside for the Plan, each Optionee shall be
     entitled to the same rights or warrants on the same basis as holders of the
     outstanding shares with respect to such portion of his Option as is
     exercised on or prior to the record date for determining shareholders
     entitled to receive or exercise such rights or warrants.

          (b)  Reorganization. Subject to any required action by the
               --------------
     shareholders, if the Company shall be a party to any reorganization
     involving merger, consolidation, acquisition of the stock which does not
     result in a Change in Control (as defined in Section 7 hereof) of the
     Company or acquisition of the assets of the Company, and if the agreement
     memorializing such reorganization so provides, any Option granted but not
     yet exercised shall pertain to and apply, with appropriate adjustment as
     determined by the Committee, to the securities of the resulting corporation
     to which a holder of the number of shares of the Common Stock subject to
     such Options would have been entitled. If such agreement does not so
     provide, then any or all Options granted hereunder shall terminate after
     giving at least 30 days' prior written notice to the Optionees to whom such
     Options have been granted.

          (c)  Dissolution and Liquidation. If the Board adopts a plan of
               ---------------------------
     dissolution and liquidation that is approved by the shareholders of the
     Company, the Committee shall give each Optionee written notice of such
     event at least 10 days prior to its effective date.

                                      -8-
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          (d)  Limits on Adjustments. Any issuance by the Company of stock of
               ---------------------
     any class, or securities convertible into shares of stock of any class,
     shall not affect, and no adjustment by reason thereof shall be made with
     respect to, the number or price of shares of the Common Stock subject to
     any Option, except as specifically provided otherwise in this Section 6.
     The grant of Options pursuant to the Plan shall not affect in any way the
     right or power of the Company to make adjustments, reclassifications,
     reorganizations or changes of its capital or business structure or to
     merge, consolidate or dissolve, or to liquidate, sell or transfer all or
     any part of its business or assets. All adjustments the Committee makes
     under this Section 6 shall be conclusive.

     7.   Change in Control.
          -----------------

          (a)  Definition of Change in Control. For purposes of the Plan, a
               -------------------------------
"Change in Control" shall mean the occurrence of any one of the events described
in this Section 7(a). For purposes of this Section 7, the terms used in this
Section with an initial capital letter shall have the meanings set forth in
Section 7(b) unless otherwise defined in the Plan.

               (i)   The acquisition by a Person (including Affiliates and
     Associates of such Person, but excluding the Company, any Subsidiary of the
     Company, or any employee benefit plan of the Company or of any Subsidiary
     of the Company) of a sufficient number of shares of the Common Stock, or
     securities convertible into the Common Stock, and whether through direct
     acquisition of shares or by merger, consolidation, share exchange,
     reclassification of securities, or recapitalization of or involving the
     Company or any Subsidiary of the Company, to constitute the Person the
     actual or beneficial owner of 20 percent or more of the Common Stock, but
     only if such acquisition occurs without approval or ratification by a
     majority of the members of the Board;

               (ii)  Any sale, lease, transfer, exchange, mortgage, pledge or
     other disposition, in one transaction or a series of transactions, of all
     or substantially all of the assets of the Company or of any Subsidiary of
     the Company to a Person described in subsection (i) above, but only if such
     transaction occurs without approval or ratification by a majority of the
     members of the Board; or

               (iii) During any fiscal year of the Company, individuals who at
     the beginning of such year constitute the Board cease for any reason to
     constitute at least a majority thereof, unless the election of each
     director who was not a director at the beginning of such period has been
     approved in advance by a majority of the directors in office at the
     beginning of the fiscal year.

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

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

               (ii)  "Associate" shall have the meaning ascribed to such term in
     Rule 12b-2 of the General Rules and Regulations under the 1934 Act.

                                      -9-
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               (iii) "Person" shall mean any individual, organization,
     corporation, partnership or other entity.

               (iv)  "Subsidiary" shall have the meaning ascribed to such term
     in Rule 12b-2 of the General Rules and Regulations under the 1934 Act.

     8.   Employee's Agreement and Securities Registration.
          ------------------------------------------------

          (a)  Agreement. If such action is necessary or desirable, no Options
               ---------
shall be granted to any Optionee, unless, at the time of grant, such Optionee
(i) represents and warrants that he will acquire the stock for investment only
and not for purposes of resale or distribution, and (ii) makes such further
representations and warranties as are deemed necessary or desirable by counsel
to the Company with regard to holding and resale of the stock. If, at the time
of the exercise of any Option paid in whole or in part in shares of Common
Stock, it is necessary or desirable, in the opinion of counsel for the Company,
in order to comply with any applicable laws or regulations relating to the sale
of securities, that the Optionee represent and warrant that he is purchasing or
acquiring the Common Stock for investment and not with any present intention to
resell or distribute the same or make other and further representations and
warranties with regard to the holding and resale of such shares, the Optionee
shall, upon the request of the Committee, execute and deliver to the Company an
agreement to such effect. Should the Committee have reasonable cause to believe
that such Optionee did not execute such agreement in good faith, the Company
shall not be bound by the exercise of the Option. All certificates issued
pursuant to the Plan shall be marked with the following restrictive legend or
similar legend, if such marking, in the opinion of counsel to the Company, is
necessary or desirable:

     These shares are held by an "affiliate" of the Company (as such term is
     defined in Rule 144 promulgated by the Securities and Exchange Commission
     under the Securities Act of 1933, as amended (the "1933 Act")).
     Accordingly, these shares may not be sold, hypothecated, pledged or
     otherwise transferred, except (i) pursuant to an effective registration
     statement under the 1933 Act and any applicable securities laws or
     regulations of any state (the "State Securities Acts") with respect to such
     shares, (ii) in accordance with said Rule 144, or (iii) upon the issuance
     to the Company of a favorable opinion of counsel or the submission to the
     Company of such other evidence as may be satisfactory to the Company that
     such proposed sale, assignment, encumbrance or other transfer will not be
     in violation of the 1933 Act or any applicable State Securities Acts or any
     rules or regulations thereunder. Any attempted transfer of the certificate
     representing these shares which is in violation of the preceding
     restrictions will not be recognized by the Company, nor will any transferee
     of such shares be recognized as the owner thereof by the Company.

If the Common Stock is held by an Optionee who is not an affiliate, as that term
is defined in Rule 144 of the 1933 Act, or who ceases to be an affiliate, the
Committee, in its discretion, may dispense with or authorize the removal of the
restrictive legend set forth above.

                                      -10-
<PAGE>

          (b)  Registration. In the event that the Company in its sole
               ------------
discretion shall deem it necessary or advisable to register, under the 1933 Act
or any state securities acts, any shares with respect to which Options have been
granted hereunder, then the Company shall take such action at its own expense
before delivery of the certificates representing such shares to an Optionee. In
the event the shares of Common Stock of the Company shall be listed on any
national stock exchange at the time of the exercise of any Option, the Company
shall make prompt application for the listing of the shares of Common Stock to
be issued on such stock exchange of such shares, at the sole expense of the
Company.

     9.   Effective Date; Amendment and Termination of the Plan.
          -----------------------------------------------------

          (a)  Effective Date. The Plan shall be effective as of January 1,
               --------------
1993, and no Options shall be granted hereunder prior to said date; provided,
adoption of the Plan shall be approved by the holders of a majority of the
voting power of the outstanding shares of the Common Stock not later than the
earlier of (i) the annual meeting of the shareholders of the Company which
immediately follows the date of the first grant of an Option hereunder, or (ii)
12 months after the adoption of the Plan by the Board. Shareholder approval
shall be made by a majority of the votes cast at a duly held meeting at which a
quorum representing a majority of all outstanding voting stock is, either in
person or by proxy, present and voting on the Plan. Failure to obtain such
approval shall render the Plan and any Options granted hereunder null and void
ab initio.
-- ------

          (b)  Amendment and Termination. In the event the Board shall determine
               -------------------------
that the Plan is not in the best interest of the Company or its shareholders for
any reason, the Board shall have the power to add to, amend or repeal any of the
provisions of the Plan, to suspend the operation of the entire Plan or any of
its provisions for any period or periods or to terminate the Plan in whole or in
part. In the event of any such action, the Committee shall prepare written
procedures that, when approved by the Board, shall govern the administration of
the Plan resulting from such addition, amendment, repeal, suspension or
termination. Notwithstanding the above provisions, no such addition, amendment,
repeal, suspension or termination shall affect, in any way, the rights of the
Optionees who have outstanding Options without the consent of such Optionees,
nor may any such change in the Plan be made without the prior approval of the
holders of a majority of the outstanding Common Stock if such shareholder
approval is required under Rule 16b-3 promulgated under Section 16 of the 1934
Act or any other applicable law or regulation. Shareholder approval shall be
made by a majority of the votes cast at a duly held meeting at which a quorum
representing a majority of all outstanding voting stock is, either in person or
by proxy, present and voting at the meeting. In any event, amendments to the
Plan may not be made more than once every six months, unless necessary to comply
with changes in the Internal Revenue Code, the Employee Retirement Income
Security Act or any rules or regulations issued thereunder.

     10.  Application of Funds.
          --------------------

          The proceeds received by the Company from the sale of the Common Stock
subject to the Options granted hereunder will be used for general corporate
purposes.

     11.  Notices.
          -------

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<PAGE>

          All notices or other communications by an Optionee to the Committee
pursuant to or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Committee at the location, or
by the person, designated by the Committee for the receipt thereof.

     12.  Term of Plan.
          ------------

          Subject to the terms of Section 9(b), the Plan shall terminate upon
the later of (i) the complete exercise or lapse of the last outstanding Option,
or (ii) the last date upon which Options may be granted hereunder.

                                      -12-