1994 STOCK OPTION AND INCENTIVE PLAN
OF NORWICH FINANCIAL CORP.


I. GENERAL

1.   Purpose.

     This 1994 Stock Option and Incentive Plan (the "Plan") of Norwich
     Financial Corp. (the "Company") is intended to advance the interests of 
     the Company by providing certain employees and directors of the Company
     Group with an additional incentive, encouraging stock ownership by such
     individuals, increasing their proprietary interest in the success of the
     Company and encouraging them to remain employees or directors of the
     Company Group.

2.   Definitions.

     Whenever used herein, the following terms shall have the meanings set
     forth below:

     (a)     "Board" means the Board of Directors of the Company.

     (b)     "Code" means the Internal Revenue Code of 1986, as it may be
     amended from time to time.

     (c)     "Committee" means the Stock Option Committee appointed by the
     Board to administer this Plan pursuant to Section 3 hereof.

     (d)     "Company Group" means the Company, a parent corporation or
     subsidiary corporation of the Company, or a corporation, or a parent
     corporation or subsidiary corporation of such corporation, issuing or
     assuming an Option in a transaction of the type described in Section 
     424(a) of the Code. The terms "parent corporation" and "subsidiary
     corporation" shall have the meanings assigned to such terms by Section 424
     of the Code.  

     (e)     "Disability" means a permanent and total disability as defined in
     Section 422(c)(6) of the Code.

     (f)     "Fair Market Value" means the average of closing bid and asked
     prices for the shares on the date as of which the determination is made
     (or if no such quotation occurred on that date, on the next preceding
     date on which there was such a quotation), as made available for
     publication by the National Association of Securities Dealers Automated
     Quotation System, or if no such prices are available, the fair market
     value as determined by reasonable rules to be adopted by the Committee.

     (g)     "Incentive Stock Option" means an Option granted pursuant to the
     Incentive Stock Option provisions as set forth in Part II of this Plan.

     (h)     "Nonqualified Stock Option" means an Option granted pursuant to
     the Nonqualified Stock Option provisions as set forth in Part III of this
     Plan.

     (i)     "Option" means an option to purchase shares under this Plan.

     (j)     "Participant" means an individual to whom an Option is granted
     under this Plan.

     (k)     "Rule 16b-3" means Rule 16b-3 under the Securities Exchange Act of
     1934, as it may be amended from time to time.

     (l)     "Shares" means shares of the Company's common stock.

     (m)     "Stock Appreciation Right" means a stock appreciation right 
     granted to a Participant pursuant to Section 3 of Part II or Section 3 of
     Part III of this Plan.

3.   Administration

     This Plan shall be administered by a Stock Option Committee appointed by
     the Board.  The Committee shall consist of at least two individuals all of
     whom are non-employee directors for purposes of Rule 16b-3. The Board, at
     its pleasure, may remove members from or add members to the Committee. A
     majority of Committee members shall constitute a quorum of members, and
     the actions of the majority shall be final and binding on the whole 
     Committee.

     In addition to the other powers granted to the Committee under this Plan,
     the Committee shall have the power, subject to the terms of this Plan:
     (i) to determine which of the eligible individuals shall be granted 
     Options and Stock Appreciation Rights; (ii) to determine the time or times
     when Options and Stock Appreciation Rights shall be granted and to
     determine the number of Shares subject to each Option and Stock
     Appreciation Right; (iii) to grant Options with or without related Stock
     Appreciation Rights; (iv) to determine whether Stock Appreciation Rights
     shall be settled in cash, in Shares, or in a combination of cash and
     Shares; (v) to accelerate or extend (except for Incentive Stock Options)
     the date on which a previously granted Option or Stock Appreciation Right
     may be exercised; (vi) to prescribe the form of agreement evidencing
     Options and Stock Appreciation Rights granted pursuant to this Plan; and
     (vii) to construe and interpret this Plan and the agreements evidencing
     Options and Stock Appreciation Rights granted pursuant to this Plan, and
     to make all other determinations and take all other actions necessary or
     advisable for the administration of this Plan.

4.   Eligibility.

     The individuals who shall be eligible to receive Options and Stock
     Appreciation Rights shall be such employees employed by a member of the
     Company Group as shall be selected by the Committee. Participants chosen
     to participate under this Plan may be granted an Incentive Stock Option,
     a Nonqualified Stock Option, or any combination thereof (with or without
     related Stock Appreciation Rights). In addition, directors of any
     subsidiary of the Company who are not members of the Board and who are not
     employed by a member of the Company Group as shall be selected by the
     Committee shall be eligible to receive Nonqualified Stock Options (with
     or without related Stock Appreciation Rights) pursuant to this Plan.

5.   Shares Subject to This Plan.

     The Shares subject to Options and Stock Appreciation Rights shall be
     either authorized and unissued Shares or treasury Shares. The aggregate
     number of Shares which may be issued pursuant to this Plan shall be
     400,000. Except as provided below, if an Option shall expire and terminate
     for any reason, in whole or in part, without being exercised, the number 
     of Shares as to which such expired or terminated Option shall not have 
     been exercised may again become available for the grant of Options or
     Stock Appreciation Rights. If a Stock Appreciation Right is exercised in
     whole or in part, and, as a result, the related Nonqualified Stock Option
     or Incentive Stock Option is cancelled, to the extent of the number of
     Shares with respect to which the Stock Appreciation Right was exercised,
     such number of Shares shall not again be available for the grant of 
     Options or Stock Appreciation Rights.

6.   No Tandem Options.

     There shall be no terms and conditions under an Option which provide that
     the exercise of an Incentive Stock Option reduces the number of Shares for
     which a Nonqualified Stock Option may be exercised; and there shall be no
     terms and conditions under an Option which provide that the exercise of a
     Nonqualified Stock Option reduces the number of Shares for which an
     Incentive Stock Option may be exercised.

II.  INCENTIVE STOCK OPTION PROVISIONS

1.   Grant of Incentive Stock Options.

     Subject to the provisions of this Part II, the Committee shall from time
     to time determine those individuals eligible pursuant to Section 4 of
     Part I to whom Incentive Stock Options shall be granted and the number of
     Shares subject to, and terms and conditions of, such Options. The 
     aggregate Fair Market Value (determined as of the date of grant) of shares
     with respect to which incentive stock options (as defined in Section 422 
     of the Code) are exercisable for the first time by an individual in a
     calendar year (under all plans of the Company Group) shall not exceed
     $100,000.  Anything herein to the contrary notwithstanding, no Incentive
     Stock Option shall be granted to an employee if, at the time the Incentive
     Stock Option is granted, such employee owns stock possessing more than 10%
     of the total combined voting power of all classes of stock of any member 
     of the Company Group unless the option price is at least 110% of the Fair
     Market Value of the Shares subject to the Incentive Stock Option at the
     time the Incentive Stock Option is granted and the Incentive Stock Option
     is not exercisable after the expiration of five (5) years from the date
     the Incentive Stock Option is granted.

2.   Terms and Conditions of Incentive Stock Options.

     Each Incentive Stock Option shall be evidenced by an option agreement
     which shall be in such form as the Committee shall from time to time
     approve, and which shall comply with and be subject to the following terms
     and conditions:

     (a)     Number of Shares. Each Incentive Stock Option agreement shall
     state the number of shares covered by the agreement.

     (b)     Option Price and Method of Payment. The Option price of each
     Incentive Stock Option shall be no less than the Fair Market Value 
     of the Shares on the date the Incentive Stock Option is granted. 
     The option price shall be payable on exercise of the Option 
     (i) in cash or by certified check, bank draft or postal or express 
     money order, (ii) by the surrender of Shares then owned by the 
     Participant, or (iii) partially in accordance with clause (i) and 
     partially in accordance with clause (ii) of this Section 2(b). 
     Shares so surrendered in accordance with clause (ii) or (iii) shall 
     be valued at the Fair Market Value thereof on the date of exercise, 
     surrender of such Shares to be evidenced by delivery of the 
     certificate(s) representing such Shares in such manner, and 
     endorsed in such form, or accompanied by stock powers endorsed in 
     such form, as the Committee may determine.

     (c)     Option Period.

	  (i) General. The period during which an Incentive Stock Option
     shall be exercisable shall not exceed ten (10) years from the date
     such Incentive Stock Option is granted; provided, however, that
     such Option may be sooner terminated in accordance with the
     provisions of this Section 2(c). An Incentive Stock Option shall
     not be exercisable until six (6) months from the date it is
     granted. Subject to the foregoing, the Committee may establish
     a period or periods with respect to all or any part of the
     Incentive Stock Option during which such Option may not be
     exercised and at the time of a subsequent grant of an Incentive
     Stock Option or at such other time as the Committee may determine
     accelerate the right of the Participant to exercise all or any part
     of the Incentive Stock Option not then exercisable. The number of
     Shares which may be purchased at any one time shall be 100 Shares,
     a multiple thereof or the total number at the time purchasable
     under the Incentive Stock Option.
	  (ii)    Termination of Employment. If the Participant ceases to be
     an employee of any member of the Company Group for any reason other
     than retirement, Disability or death, any then outstanding
     Incentive Stock Option held by the Participant shall terminate on
     the earlier of the date on which such Option would otherwise expire
     or one (1) year after such termination of employment, and such
     Option shall be exercisable, prior to its termination, to the
     extent it was exercisable as of the date of termination of
     employment, subject to the ability of the Committee to accelerate
     exercisability set forth in (i) above.

     (iii)   Retirement or Disability. If a Participant's employment is
     terminated by reason of retirement (as defined in any pension plan
     maintained by a member of the Company Group in which the
     Participant participates) or Disability, any then outstanding
     Incentive Stock Option held by the Participant shall terminate on
     the earlier of the date on which such Option would otherwise expire
     or three (3) years after such termination of employment, and such
     Option shall be exercisable, prior to its termination, to the
     extent it was exercisable as of the date of termination of
     employment, subject to the ability of the Committee to accelerate
     exercisability set forth in (i) above.

     (iv)    Death. If a Participant's employment is terminated by
     death, the representative of the Participant's estate or
     beneficiaries thereof to whom the Option has been transferred shall
     have the right during the three (3) year period following the date
     of the Participant's death to exercise any then outstanding
     Incentive Stock Options in whole or in part. The number of Shares
     in respect of which an Incentive Stock Option may be exercised
     after a Participant's death shall be the number of Shares in
     respect of which such Option could be exercised as of the date of
     The Participant's death, subject to the ability of the Committee to
     accelerate exercisability set forth in (i) above. In no event may
     the period for exercising an Incentive Stock Option extend beyond
     the date on which such Option would otherwise expire.

     (d)     Non-transferability. Unless otherwise determined by the Committee,
     an Incentive Stock Option shall not be transferable or assignable
     by the Participant other than by will or the laws of descent and
     distribution and shall be exercisable during the Participant's
     lifetime only by the Participant.

     (e)     Separate Agreements. Nonqualified Options may not be granted in
     the same agreement as an Incentive Stock Option.

3.   Stock Appreciation Rights.

     (a)     Grant. Stock Appreciation Rights related to all or any portion of
     an Incentive Stock Option may be granted by the Committee to any
     Participant in connection with the grant of an Incentive Stock
     Option to such Participant. Each Stock Appreciation Right shall be
     subject to such terms and conditions (which may include limitations
     as to the time when such Stock Appreciation Right becomes
     exercisable and when it ceases to be exercisable that are more
     restrictive than the limitations on the exercise of the Incentive
     Stock Option to which it relates) not inconsistent with the
     provisions of this Part II as shall be determined by the Committee
     and included in the agreement relating to such Incentive Stock
     Option and Stock Appreciation Right, subject in any event, however,
     to the following terms and conditions of this Section 3.

     (b)     Exercise. No Stock Appreciation Right shall be exercisable after
     the date the related Incentive Stock Option shall cease to be
     exercisable, and no Stock Appreciation Right shall be exercisable
     with respect to such related Incentive Stock Option or portion
     thereof unless such Incentive Stock Option or portion thereof shall
     itself be exercisable at that time. A Stock Appreciation Right
     shall be exercised only upon surrender of the related Incentive
     Stock Option or portion thereof in respect of which the Stock
     Appreciation Right is then being exercised. A Stock Appreciation
     Right related to an Incentive Stock Option shall be exercisable
     only at a date when the then Fair Market Value of a Share exceeds
     the option price per share specified in the related Incentive Stock
     Option.

     (c)     Amount of Payment. On exercise of a Stock Appreciation Right, a
     Participant shall be entitled to receive an amount equal to the
     product of (i) the amount by which the Fair Market Value of a Share
     on the date of exercise of the Stock Appreciation Right exceeds the
     option price per share specified in the related Incentive Stock
     Option and (ii) the number of shares in respect of which the Stock
     Appreciation Right shall have been exercised.

     (d)     Form of Payment. The Committee shall have the sole discretion
     either (i) to determine the form in which payment in settlement of
     a Stock Appreciation Right will be made (i.e., cash, Shares or any
     combination thereof), or (ii) to consent to or disapprove the
     election by the Participant to receive cash in full or partial
     settlement of a Stock Appreciation Right, such consent or
     disapproval to be given at any time after the election to which it
     relates. If settlement of a Stock Appreciation Right, or portion
     thereof, is to be made in the form of Shares, the number of Shares
     to be distributed shall be the largest whole number obtained by
     dividing the cash sum otherwise distributable in respect of such
     settlement by the Fair Market Value of a Share on the date of
     exercise of the Stock Appreciation Right. The value of any
     fractional Share shall be paid in cash.

     (e)     Effect of Exercise of Related Option.  If the related Incentive
     Stock Option is exercised in whole or in part, then the Stock
     Appreciation Right with respect to the Shares purchased pursuant to
     such exercise (but not with respect to any unpurchased Shares)
     shall be terminated as of the date of exercise.

     (f)     Non-transferability.    Unless otherwise determined by the
     Committee a Stock Appreciation Right shall not be transferable or
     assignable by the Participant other than by will or by the laws of
     descent and distribution, shall not be transferred other than
     together with the Incentive Stock Option to which it relates, and
     shall be exercisable during the Participant's lifetime only by the
     Participant.

     (g)     Termination of Employment. If the Participant ceases to be an
     employee of any member of the Company Group for any reason, each
     outstanding Stock Appreciation Right shall only be exercisable
     for such period and to such extent as the related Incentive Stock
     Option or portion thereof.

III.  NONQUALIFIED STOCK OPTION PROVISIONS

1.   Grant of Nonqualified Stock Options.

     Subject to the provisions of this Part III, the Committee shall from time
     to time determine those individuals eligible pursuant to Section 4 of
     Part I to whom Nonqualified Stock Options shall be granted and the
     number of Shares subject to, and terms and conditions of, such Options.

2.   Terms and Conditions of Nonqualified Stock Options.
     Each Nonqualified Stock Option shall be evidenced by an option agreement
     which shall be in such form as the Committee shall from time to time
     approve, and which shall comply with and be subject to the following
     terms and conditions:

     (a)     Number of Shares. Each Nonqualified Stock Option agreement shall
     state the number of Shares covered by the agreement.
 
     (b)     Option Price and Method of Payment. The option price of each
     Nonqualified Stock Option shall be such price as the Committee, 
     in its discretion, shall establish, and the Committee may, in its 
     discretion, reduce the option price of such Option at any time 
     prior to the exercise of the Option; provided however, that the 
     option price may not be less than the greater of 85 % of the Fair 
     Market Value of the Shares on the date the Nonqualified Stock 
     Option is granted or the par value, if any, of the Shares. The 
     option price shall be payable on exercise of the Option (i) in 
     cash or by certified check, bank draft or postal or express money 
     order, (ii) by the surrender of Shares then owned by the 
     Participant, or (iii) partially in accordance with clause (i) and 
     partially in accordance with clause (ii) of this Section 2(b). 
     Shares so surrendered in accordance with clause (ii) or 
     (iii) shall be valued at the Fair Market Value thereof on the 
     date of exercise, surrender of such Shares to be evidenced by 
     delivery of the certificate(s) representing such Shares in such 
     manner, and endorsed in such form, or accompanied by stock powers
     endorsed in such form, as the Committee may determine.

     (c)     Option Period.

     (i)     General. The period during which a Nonqualified Stock
     Option shall be exercisable shall not exceed ten (10) years from
     the date such Nonqualified Stock Option is granted; provided,
     however, that such Option may be sooner terminated in accordance
     with the provisions of this Section 2(c). A Nonqualified Stock
     Option shall not be exercisable until six (6) months from the date
     it is granted. Subject to the foregoing, the Committee may
     establish a period or periods with respect to all or any part of the
     Nonqualified Stock Option during which such Option may not be
     exercised and at the time of a subsequent grant of a Nonqualified
     Stock Option or at such other time as the Committee may determine
     accelerate the right of the Participant to exercise all or any part
     of the Nonqualified Stock Option not then exercisable. The number
     of Shares which may be purchased at any one time shall be 100
     Shares, a multiple thereof or the total number at the time
     purchasable under the Nonqualified Stock Option.

     (ii)    Termination of Employment. If the Participant ceases to be
     an employee or director of any member of the Company Group for any
     reason other than retirement, Disability or death, any outstanding
     Nonqualified Stock Option held by the Participant shall terminate
     on the earlier of the date on which such Option would otherwise
     expire or one (1) year after such termination, and such Option
     shall be exercisable, prior to its termination, to the extent it
     was exercisable as of the date of such termination, subject to the
     ability of the Committee to accelerate exercisability set forth in
     (i) above.

     (iii)   Retirement or Disability. If a Participant's employment or
     status as a director is terminated by reason of retirement (as
     defined in any pension plan maintained by a member of the Company
     Group in which the Participant participates for employees, and when
     the sum of a Participant's whole years of service as a director and
     age equal or exceed seventy (70) for directors) or Disability, any
     then outstanding Nonqualified Stock Option held by the Participant
     shall terminate on the earlier of the date on which such Option
     would otherwise expire or three (3) years after such termination,
     and such Option shall be exercisable, prior to its termination, to
     the extent it was exercisable as of the date of termination,
     subject to the ability of the Committee to accelerate
     exercisability set forth in (i) above.

     (iv)    Death. If a Participant's employment or status as a
     director is terminated by death, the representative of the
     Participant's estate or beneficiaries thereof to whom the Option
     has been transferred shall have the right during the three (3) year
     period following the date of the Participant's death to exercise
     any then outstanding Nonqualified Stock Options in whole or in
     part. The number of Shares in respect to which a Nonqualified Stock
     Option may be exercised after a Participant's death shall be the
     number of Shares in respect of which such Option could be exercised
     as of the date of the Participant's death, subject to the ability
     of the Committee to accelerate exercisability set forth in (i)
     above. In no event may the period for exercising a Nonqualified
     Stock Option extend beyond the date on which such Option would
     otherwise expire.

     (d)     Non-transferability.  Unless otherwise determined by the 
     Committee, a Nonqualified Stock Option shall not be transferable or
     assignable by the Participant other than by will or the laws of descent
     and distribution, and shall be exercisable during the Participant's
     lifetime only by the Participant.

3.   Stock Appreciation Rights.

     (a)     Grant. Stock Appreciation Rights related to all or any portion of
     a Nonqualified Stock Option may be granted by the Committee to any
     Participant in connection with the grant of a Nonqualified Stock
     Option or unexercised portion thereof held by the Participant at
     any time and from time to time during the term thereof. Each Stock
     Appreciation Right shall be subject to such terms and conditions
     (which may include limitations as to the time when such Stock
     Appreciation Right becomes exercisable and when it ceases to be
     exercisable that are more restrictive than the limitations on the
     exercise of the Nonqualified Stock Option to which it relates) not
     inconsistent with the provisions of this Part Ill as shall be
     determined by the Committee and included in the agreement relating
     to such Nonqualified Stock Option and Stock Appreciation Right,
     subject in any event, however to the following terms and conditions
     of this Section 3.

     (b)     Exercise. No Stock Appreciation Right shall be exercisable with
     respect to such related Nonqualified Stock Option or portion
     thereof unless such Nonqualified Stock Option or portion shall
     itself be exercisable at that time. A Stock Appreciation Right
     shall be exercised only upon surrender of the related Nonqualified
     Stock Option or portion thereof in respect of which the Stock
     Appreciation Right is then being exercised.

     (c)     Amount of Payment. On exercise of a Stock Appreciation Right, a
     Participant shall be entitled to receive an amount equal to the
     product of (i) the amount by which the Fair Market Value of a
     Share on the date of exercise of the Stock Appreciation Right
     exceeds the option price per share specified in the related
     Nonqualified Stock Option and (ii) the number of shares in respect
     of which the Stock Appreciation Right shall have been exercised.

     (d)     Form of Payment. The Committee shall have the sole discretion
     either (i) to determine the form in which payment in settlement of
     a Stock Appreciation Right will be made (i.e., cash, Shares or any
     combination thereof), or (ii) to consent to or disapprove the
     election by the Participant to receive cash in full or partial
     settlement of the Stock Appreciation Right, such consent or
     disapproval to be given at any time after the election to which it
     relates. If settlement of a Stock Appreciation Right, or portion
     thereof, is to be made in the form of Shares, the number of Shares
     to be distributed shall be the largest whole number obtained by
     dividing the cash sum otherwise distributable in respect of such
     settlement by the Fair Market Value of a Share on the date of
     exercise of the Stock Appreciation Right. The value of any
     fractional Share shall be paid in cash.

     (e)     Effect of Exercise of Related Option. If the related Nonqualified
     Stock Option is exercised in whole or in part, then the Stock
     Appreciation Right with respect to the Shares purchased pursuant
     to such exercise (but not with respect to any unpurchased Shares)
     shall be terminated as of the date of exercise.

     (f)     Non-transferability.   Unless otherwise determined by the
     Committee, a stock Appreciation Right shall not be transferable or
     assignable by the Participant other than by will or the laws of
     descent and distribution, shall not be transferred other than
     together with the Nonqualified Stock Option to which it relates,
     and shall be exercisable during the Participant's lifetime only by
     the Participant.

     (g)     Termination. If the Participant ceases to be an employee or
     director of any member of the Company Group for any reason, each
     outstanding Stock Appreciation Right shall be exercisable for such
     period and to such extent as the related Nonqualified Stock Option
     or portion thereof.

IV. MISCELLANEOUS

1.   Effective Date.

     This Plan shall become effective on May 20, 1994 (the "Effective Date"),
     provided, however, that if the Plan is not approved by the shareholders
     of the Company prior to the expiration of the one year period commencing
     on the Effective Date, this Plan and all Options and Stock Appreciation
     Rights granted hereunder shall be null and void and shall be of no effect.


2.   Duration of Program.
    
     Unless sooner terminated, the Plan shall remain in effect for a period of
     ten years after the Effective Date and shall thereafter terminate. No
     Incentive Stock Options or Nonqualified Stock Options may be granted after
     the termination of this Plan; provided however, that except as otherwise
     provided in Section 1 of this Part IV, termination of the Plan shall not
     affect any Options or Stock Appreciation Rights previously granted, which
     such Options and Stock Appreciation Rights shall remain in effect until
     exercised, surrendered or cancelled, or until they have expired, all in
     accordance with their terms.

3.   Changes in Capital Structure, etc.
     In the event of changes in the outstanding common shares of the Company by
     reasons of stock dividends, stock splits, recapitalizations, mergers,
     consolidations, combinations or exchange of shares, separations,
     reorganizations, or liquidations, the number of Shares available under the
     Plan in the aggregate and the maximum number of Shares as to which Options
     and Stock Appreciation Rights may be granted to any Participant shall be
     correspondingly adjusted by the Committee. In addition, the Committee 
     shall make appropriate adjustments in the number of Shares as to which
     outstanding Options, Stock Appreciation Rights, or portions thereof then
     unexercised, shall relate, to the end that the Participant's proportionate
     interest shall be maintained as before the occurrence of such events; such
     adjustment shall be made without change in the total price applicable to
     the unexercised portion of Options and with a corresponding adjustment in
     the option price per Share.

     In addition, if the Company is to be consolidated with or acquired by
     another entity in a merger, sale of all or substantially all of the
     Company's assets or otherwise (an "Acquisition"), the Committee or the
     Board of Directors of any entity assuming the obligations of the Company
     hereunder, shall, as to outstanding Options and Stock Appreciation Rights,
     either (i) make appropriate provision for the continuation of such Options
     and Stock Appreciation Rights by substituting on an equitable basis for
     the shares then subject to such Options and Stock Appreciation Rights the
     consideration payable with respect to the outstanding Shares in connection
     with the Acquisition, or (ii) upon written notice to the optionees, 
     provide that all Options and Stock Appreciation Rights must be exercised,
     to the extent then exercisable, within a specified number of days (no less
     than thirty (30)) of the date of such notice, at the end of which period
     the Options and Stock Appreciation Rights shall terminate; or (iii)
     terminate all Options and Stock Appreciation Rights in exchange for a cash
     payment equal to the excess of the Fair Market Value of the Shares subject
     to such Options (to the extent then exercisable) over the exercise price
     thereof.

4.   Rights as Shareholder.

     A Participant entitled to Shares as a result of the exercise of an Option
     or Stock Appreciation Right shall not be deemed for any purpose to be, or
     have rights as, a shareholder of the Company by virtue of such exercise,
     except to the extent a stock certificate is issued therefor and then only
     from the date such certificate is issued. No adjustments shall be made for
     dividends or distributions or other rights for which the record date is
     prior to the date such stock certificate is issued.

5.   Expenses.
     The expenses of this Plan shall be paid by the Company and/or any
     member(s) of the Company Group.

6.   Withholding.
     Any person exercising an Option or Stock Appreciation Right shall be
     required to pay to the appropriate member of the Company Group the amount
     of any taxes such member is required by law to withhold with respect to
     the exercise of such Option or Stock Appreciation Right. Such payment
     shall be due on the date such member is required by law to withhold such
     taxes. Such payment may also be made at the election of the optionee by
     the surrender of Shares then owned by the optionee, or the withholding of
     Shares otherwise to be issued to the optionee on exercise, in an amount
     that would satisfy the withholding amount due. Any election so made by
     optionees subject to Section 16(b) of the Securities Exchange Act of 1934,
     as amended, shall be in accordance with the requirements of Rule 16b-3 and
     any interpretations thereof of the Securities and Exchange Commission. The
     value of such Shares withheld or delivered shall be equal to the Fair
     Market Value of such Shares on the date of exercise. In the event that
     such payment is not made when due, the Company shall have the right to
     deduct, to the extent permitted by law, from any payment of any kind
     otherwise due to such person from any member of the Company Group, all or
     part of the amount required to be withheld (including cash payable in
     settlement of a Stock Appreciation Right).

7.   Compliance with Applicable law.
    
     Notwithstanding anything herein to the contrary, the Company shall not be
     obligated to cause to be issued or delivered any certificates evidencing
     Shares to be delivered pursuant to the exercise of an Option or Stock
     Appreciation Right, unless and until the Company is advised by its counsel
     that the issuance and delivery of such certificates is in compliance with
     all applicable laws and regulations of governmental authority. The Company
     shall in no event be obligated to register any securities pursuant to the
     Securities Act of 1933 (as now in effect or as hereafter amended) or to
     take any other action in order to cause the issuance and delivery of such
     certificates to comply with any such law or regulation. The Committee may
     require, as a condition of the issuance and delivery of such certificates
     and in order to ensure compliance with such laws and regulations, that the
     Participant make such covenants, agreements and representations as the
     Committee, in its sole discretion, deems necessary or desirable.

8.   Application of Funds.

     Any cash proceeds received by the Company from the sale of Shares pursuant
     to Options will be used for general corporate purposes.

9.   Amendment of the Plan.

     The Board may from time to time suspend or discontinue this Plan or revise
     or amend it in any respect whatsoever; provided, however, that any
     amendment requiring stockholder approval under Section 422 of the Code
     shall not be made without the further approval of the shareholders of the
     Company. No such suspension, discontinuance, revision or amendment shall 
     in any manner affect any grant theretofore made without the consent of the
     Participant or the transferee of the Participant, unless necessary to
     comply with applicable law.