CT COMMUNICATIONS, INC.
                OMNIBUS STOCK COMPENSATION PLAN
                                
                                
                    EFFECTIVE APRIL 24, 1997
<PAGE>
                    CT COMMUNICATIONS, INC.
                OMNIBUS STOCK COMPENSATION PLAN
                                
                                
                                
                       TABLE OF CONTENTS
                                

ARTICLE I - PREAMBLE . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . .2

ARTICLE III - ADMINISTRATION . . . . . . . . . . . . . . . . . .6

ARTICLE IV - INCENTIVE STOCK OPTIONS . . . . . . . . . . . . . 11

ARTICLE V - NONQUALIFIED STOCK OPTIONS . . . . . . . . . . . . 13

ARTICLE VI - LIMITED STOCK APPRECIATION RIGHTS . . . . . . . . 14

ARTICLE VII - INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS. . . 15

ARTICLE VIII - RESTRICTED STOCK. . . . . . . . . . . . . . . . 17

ARTICLE IX - STOCK AWARDS. . . . . . . . . . . . . . . . . . . 20

ARTICLE X - PERFORMANCE SHARES . . . . . . . . . . . . . . . . 21

ARTICLE XI -CHANGES IN SHARES OR CHANGE OF CONTROL . . . . . . 23

ARTICLE XII - AMENDMENT AND TERMINATION. . . . . . . . . . . . 25

ARTICLE XIII - MISCELLANEOUS PROVISIONS. . . . . . . . . . . . 27

<PAGE>
                    CT COMMUNICATIONS, INC.
                OMNIBUS STOCK COMPENSATION PLAN




                      ARTICLE I - PREAMBLE


1.1  The Plan is intended to secure for the Corporation, its
     Subsidiaries and its shareholders the benefits arising from
     ownership the Corporation's Common Stock by the executives,
     non-employee directors and key employees of the Corporation
     and its Subsidiaries who are and will be responsible for the
     Corporation's future growth.  The Plan is designed to help
     attract and retain for the Corporation and its Subsidiaries
     personnel of superior ability for positions of exceptional
     responsibility, and to motivate such personnel through added
     incentives to further contribute to the success of the
     Corporation.  It is also intended that the Plan shall
     satisfy the requirements of Rule 16b-3 of the Act.

1.2  Awards under the Plan may be made to Participants in the
     form of (i) Incentive Stock Options; (ii) Nonqualified Stock
     Options (to employees and directors); (iii) Limited Stock
     Appreciation Rights; (iv) Restricted Stock; (v) Stock
     Awards; (vi) Performance Shares;  and (vii) other forms of
     equity-based compensation as may be provided and are
     permissible under this Plan and the state and federal laws.

1.3  The Plan shall be effective April 24, 1997 (the "Effective
          Date").<PAGE>
                     ARTICLE II - DEFINITIONS


DEFINITIONS.  Except where the context otherwise indicates, the
following definitions apply:

2.1  "Act" means the Securities Exchange Act of 1934, as now in
     effect or as hereafter amended. 

2.2  "Agreement" means the separate written agreement evidencing
     each Award granted to a Participant under the Plan.

2.3  "Award" means an award granted to a Participant in
     accordance with the provisions of the Plan, including, but
     not limited to, a Stock Option, Stock Right, Restricted
     Stock, Stock Award, Performance Share, or any combination of
     the foregoing.
     
2.4  "Board of Directors" means the Board of Directors of the
Corporation.

2.5  "Change in Control" shall mean (i) the effective date of a
     plan of merger or consolidation of the Corporation with any
     other corporation as a result of which the holders of the
     voting capital stock of the Corporation as a group would
     receive less than 50% of the voting capital stock of the
     surviving or resulting corporation, (ii) the effective date
     of an agreement providing for the sale or transfer (other
     than as security for obligations of the Corporation) of
     substantially all the assets of the Corporation, or (iii) in
     the absence of a prior expression of approval by the Board
     of Directors, the acquisition except by inheritance or
     devise of more than 20% of the Corporation's voting capital
     stock by any person within the meaning of Section 13(d)(3)
     of the Act, as amended, other than by a person, or group
     including a person, who beneficially owned, as of the
     effective date of the Plan, more than five percent of the
     Corporation's voting stock or equity.

2.6  "Code" means the Internal Revenue Code of 1986, as now in
     effect or as hereafter amended.  (All citations to sections
     of the Code are to such sections as they may from time to
     time be amended or renumbered.)

2.7  "Committee" means the Compensation Committee of the Board of
     Directors or such other committee consisting of two (2) or
     more members as may be appointed by the Board of Directors
     to administer this Plan pursuant to Article III.  To the
     extent required by Rule 16b-3 under the Act, the Committee
     shall consist of individuals who are members of the Board of
     Directors and at least two Non-Employee Directors. 
     Committee members may also be appointed for such limited
     purposes as may be provided by the Board of Directors.

2.8  "Common Stock" means the Nonvoting Class B Common Stock, no
     par value, of the Corporation to be issued pursuant to the
     Plan.

2.9  "Corporation" means CT Communications, Inc., a North
      Carolina corporation, and its successors and assigns. 
     "Corporation" also means CT Communications, Inc. and its
     Subsidiaries, unless the context clearly indicates otherwise.

2.10 "Director" means a member of the Board of Directors of the
     Corporation.

2.11 "Disability" means disability as determined under procedures
     established by the Committee or in any Award.

2.12 "Early Retirement" means retirement from active employment
     with the Corporation or any Subsidiary, with the express
     consent of the Committee, pursuant to the early retirement
     provisions established by the Committee or in any Award
     Agreement.

2.13 "Effective Date" shall be the date set forth in Section 1.3
     of the Plan.

2.14 "Eligible Participant" means any executive, director or key
     employee of the Corporation or its Subsidiaries, as shall be
     determined by the Committee, as well as any other person,
     other than a person designated as a Non-Employee Director
     whose participation the Committee determines is in the best
     interest of the Corporation, subject to limitations as may
     be provided by the Code, the Act or the Committee.

2.15 "ERISA" means the Employee Retirement Income Security Act of
     1974, as now in effect or as hereafter amended.

2.16 "Fair Market Value" means, with respect to any given day,
     the value for a share of Common Stock determined by using
     the weighted average price of the two (2) most recent arm's
     length trades of the Common Stock between unrelated parties
     as reported to the Corporation.

2.17 "Incentive Stock Option" means a Stock Option granted under
     Article IV of the Plan, and as defined in Section 422 of the
     Code.

2.18 "Limited Stock Appreciation Right" means a Stock Right which
     is exercisable only in the event of a Change in Control, as
     described in Article VI of this Plan, which provides for an
     amount payable solely in cash, equal to the excess of the
     Limited Stock Appreciation Right Fair Market Value of a
     share of Common Stock on the day the Stock Right is
     surrendered over the price at which a Participant could
     exercise a related Stock Option to purchase the share of
     Common Stock.

2.19 "Limited Stock Appreciation Right Fair Market Value" means a
     value established by the Committee for the exercise of a
     Limited Stock Appreciation Right.

2.20 "Non-Employee Director" shall have the meaning set forth in
     Rule 16b-3 under the Act.

2.21 "Nonqualified Stock Option" means a Stock Option granted
     under Article V of the Plan.

2.22 "Normal Retirement" means retirement from active employment
     with the Corporation or any Subsidiary on or after age 65,
     or pursuant to such other requirements as may be established
     by the Committee or in any Award.

2.23 "Option Grant Date" means, as to any Stock Option, the
     latest of:

     (a)  the date on which the Committee grants the Stock Option
          by entering into an Award Agreement with the
          Participant;

     (b)  the date the Participant receiving the Stock Option
          becomes an employee or a director of the Corporation or
          its Subsidiaries, to the extent employment status is a
          condition of the grant or a requirement of the Code or
          the Act; or

     (c)  such other date (later than the dates described in (i)
          and (ii) above) as the Committee may designate.

2.24 "Participant" means an Eligible Participant to whom an Award
     has been granted and who has entered into an Agreement
     evidencing the Award.

2.25 "Performance Share" means an Award under Article X of the
     Plan of a unit valued by reference to a designated number of
     shares of Common Stock, which value may be paid to the
     Participant by delivery of such property as the Committee
     shall determine, including, without limitation, cash, Common
     Stock, or any combination thereof, upon achievement of such
     Performance Objectives during the Performance Period as the
     Committee shall establish at the time of such Award or
     thereafter.

2.26 "Performance Objectives" shall have the meaning set forth in
     Article X of the Plan.

2.27 "Performance Period" shall have the meaning set forth in
     Article X of the Plan.

2.28 "Plan" means the CT Communications, Inc. Omnibus Stock
     Compensation Plan, as amended and restated as of the date
     hereof, and as further amended from time to time.

2.29 "Restricted Stock" means an Award of Common Stock under
     Article VIII of the Plan, which Common Stock is issued with
     the restriction that the holder may not sell, transfer,
     pledge, or assign such Common Stock and with such other
     restrictions as the Committee, in its sole discretion, may
     deem appropriate (including, without limitation,
     restrictions on the right to vote such Common Stock, the
     right to receive any cash dividends on such stock, the
     forfeiture of such Common Stock upon certain events and the
     obligation to sell the stock back to the Corporation at a
     fixed price), which restrictions may lapse separately or in
     combination at such time or times, in installments or
     otherwise, as the Committee may deem appropriate.

2.30 "Restriction Period" means the period commencing on the date
     an Award of Restricted Stock is granted and ending on such
     date as the Committee shall determine.

2.31 "Retirement" means Normal or Early Retirement.

2.32 "Stock Award" means an Award of Common Stock granted in
     payment of compensation, as provided in Article IX of the
     Plan.

2.33 "Stock Option" means an Award under Article IV or V of the
     Plan of an option to purchase Common Stock.  A Stock Option
     may be either an Incentive Stock Option or a Nonqualified
     Stock Option.

2.34 "Stock Right" means an Award of a Limited Stock Appreciation
     Right.

2.35 "Subsidiary" means a subsidiary corporation of the
     Corporation as that term is defined in Code section 424(f). 
     "Subsidiaries" means more than one Subsidiary.

2.36 "Termination of Employment" means the discontinuance of
     employment of a Participant with the Corporation or its
     Subsidiaries for any reason other than a transfer to another
     member of the group consisting of the Corporation and its
     Subsidiaries.  The determination of whether a Participant
     has discontinued employment shall be made by the Committee
     in its discretion.  In determining whether a Termination of
     Employment has occurred, the Committee may provide that
     service as a consultant or service with a business
     enterprise in which the Corporation has a significant
     ownership interest shall be treated as employment with the
     Corporation.  The Committee shall have the discretion,
     exercisable either at the time the Award is granted or at
     the time the Participant terminates employment, to establish
     as a provision applicable to the exercise of one or more
     Awards that during the limited period of exercisability
     following Termination of Employment, the Award may be
     exercised not only with respect to the number of shares of
     Common Stock for which it is exercisable at the time of the
     Termination of Employment but also with respect to one or
     more subsequent installments for which the Award would have
     become exercisable had the Termination of Employment not
     occurred.
<PAGE>
                   ARTICLE III - ADMINISTRATION


3.1  This Plan shall be administered by the Committee.   A
     Committee member who is not a Non-Employee Director, with
     respect to action to be taken by the Committee, shall not be
     able to participate in the decision to the extent prescribed
     by Rule 16b-3 under the Act.   The Committee, in its
     discretion, may delegate to one or more of its members such
     of its powers as it deems appropriate.  The Committee also
     may limit the power of any member to the extent necessary to
     comply with Rule 16b-3 under the Act or any other law. 
     Members of the Committee shall be appointed originally, and
     as vacancies occur, by the Board of Directors, to serve at
     the pleasure of the Board of Directors.  The Board of
     Directors may serve as the Committee, if by the terms of the
     Plan all Board of Directors members are otherwise eligible
     to serve on the Committee.

3.2  The Committee shall meet at such times and places as it
     determines.  A majority of its members shall constitute a
     quorum, and the decision of a majority of those present at
     any meeting at which a quorum is present shall constitute
     the decision of the Committee.  A memorandum signed by all
     of its members shall constitute the decision of the
     Committee without necessity, in such event, for holding an
     actual meeting.

3.3  The Committee shall have the exclusive right to interpret,
     construe and administer the Plan, to select the persons who
     are eligible to receive an Award, and to act in all matters
     pertaining to the granting of an Award and the contents of
     the Agreement evidencing the Award, including, without
     limitation, the determination of the number of Stock
     Options, Stock Rights, shares of Stock or Performance Shares
     subject to an Award and the form, terms, conditions and
     duration of each Award, and any amendment thereof consistent
     with the provisions of the Plan.  All acts, determinations
     and decisions of the Committee made or taken pursuant to
     grants of authority under the Plan or with respect to any
     questions arising in connection with the administration and
     interpretation of the Plan, including the severability of
     any and all of the provisions thereof, shall be conclusive,
     final and binding upon all Participants, Eligible
     Participants and their beneficiaries.

3.4  The Committee may adopt such rules, regulations and
     procedures of general application for the administration of
     this Plan, as it deems appropriate.

3.5  Without limiting the foregoing Sections 3.1, 3.2, 3.3 and
     3.4, and notwithstanding any other provisions of the Plan,
     the Committee is authorized to take such action as it
     determines to be necessary or advisable, and fair and
     equitable to Participants, and to the Corporation with
     respect to an Award in the event of a Change of Control as
     defined in Article XI or other similar event.  Such action
     may include, but shall not be limited to, establishing,
     amending or waiving the forms, terms, conditions and
     duration of an Award and the Award Agreement, so as to
     provide for earlier, later, extended or additional times for
     exercise or payments, differing methods for calculating
     payments, alternate forms and amounts of payment, an
     accelerated release of restrictions or other modifications. 
     The Committee may take such actions pursuant to this Section
     3.5 by adopting rules and regulations of general
     applicability to all Participants or to certain categories
     of Participants, by including, amending or waiving terms and
     conditions in an Award and the Award Agreement, or by taking
     action with respect to individual Participants.

3.6  The aggregate number of shares of Common Stock which are
     subject to an Award under the Plan shall be One Hundred
     Thousand (100,000) shares.  Such shares of Common Stock
     shall be made available from authorized and unissued shares
     of the Corporation.

     (a)  If, for any reason, any shares of Common Stock or
          Performance Shares awarded or subject to purchase under
          the Plan are not delivered or purchased, or are
          reacquired by the Corporation, for reasons including,
          but not limited to, a forfeiture of Restricted Stock or
          termination, expiration or cancellation of a Stock
          Option, Stock Right or Performance Share, or any other
          termination of an Award without payment being made in
          the form of Common Stock (whether or not Restricted
          Stock), such shares of Common Stock or Performance
          Shares shall not be charged against the aggregate
          number of shares of Common Stock available for Award
          under the Plan, and shall again be available for Award
          under the Plan.

     (b)  For all purposes under the Plan, each Performance Share
          awarded shall be counted as one share of Common Stock
          subject to an Award.

     (c)  To the extent a Stock Right granted in connection with
          a Stock Option is exercised without payment being made
          in the form of Common Stock (whether or not Restricted
          Stock), the shares of Common Stock which otherwise
          would have been issued upon the exercise of such
          related Stock Option shall not be charged against the
          aggregate number of shares of Common Stock subject to
          an Award under the Plan, and shall again be available
          for Award under the Plan.

     (d)  The foregoing subsections (a), (b), and (c) of this
          Section 3.6 shall be subject to any limitations
          provided by Rule 16b-3 under the Act.

3.7  Each Award granted under the Plan shall be evidenced by a
     written Award Agreement.  Each Award Agreement shall be
     subject to and incorporate (by reference or otherwise) the
     applicable terms and conditions of the Plan, and any other
     terms and conditions (not inconsistent with the Plan)
     required by the Committee.

3.8  The Corporation shall not be required to issue or deliver
     any certificates for shares of Common Stock prior to:

     (a)  the approval of the Plan by the shareholders of the
          Corporation; and

     (b)  the completion of any registration or qualification of
          such shares of Common Stock under any federal or state
          law, or any ruling or regulation of any government body
          which the Corporation shall, in its discretion,
          determine to be necessary or advisable.

3.9  All certificates for shares of Common Stock delivered under
     the Plan shall also be subject to such stop-transfer orders
     and other restrictions as the Committee may deem advisable
     under the rules, regulations, and other requirements of the
     Securities and Exchange Commission, any stock exchange upon
     which the Common Stock is then listed and any applicable
     federal or state laws, and the Committee may cause a legend
     or legends to be placed on any such certificates to make
     appropriate reference to such restrictions.  In making such
     determination, the Committee may rely upon an opinion of
     counsel for the Corporation.

3.10 Subject to the restrictions on Restricted Stock, as provided
     in Article VIII of the Plan and in the Restricted Stock
     Award Agreement, each Participant who receives an Award of
     Restricted Stock shall have all of the rights of a
     stockholder with respect to such shares of Common Stock,
     including the right to vote the shares and receive dividends
     and other distributions.  Except as provided otherwise in
     the Plan or in an Award Agreement, no Participant awarded a
     Stock Option, Stock Right, Deferred Stock, Stock Award or
     Performance Share shall have any right as a stockholder with
     respect to any shares of Common Stock covered by his or her
     Stock Option, Stock Right, Deferred Stock, Stock Award or
     Performance Share prior to the date of issuance to him or
     her of a certificate or certificates for such shares of
     Common Stock.

3.11 If any reorganization, recapitalization, reclassification,
     stock split-up, spin-off of one or more Subsidiaries that
     results in a material distribution of shares, stock
     dividend, or consolidation of shares of Common Stock, merger
     or consolidation of the Corporation or its Subsidiaries or
     sale or other disposition by the Corporation or its
     Subsidiaries of all or a portion of its assets, any other
     change in the Corporation's or its Subsidiaries' corporate
     structure, or any distribution to stockholders other than a
     cash dividend results in the outstanding shares of Common
     Stock, or any securities exchanged therefor or received in
     their place, being exchanged for a different number or class
     of shares of Common Stock or other securities of the
     Corporation, or for shares of Common Stock or other
     securities of any other corporation; or new, different or
     additional shares or other securities of the Corporation or
     of any other corporation being received by the holders of
     outstanding shares of Common Stock, then equitable
     adjustments shall be made by the Committee in:

     (a)  the limitation of the aggregate number of shares of
          Common Stock that may be awarded as set forth in
          Section 3.6 of the Plan;

     (b)  the number and class of Common Stock that may be
          subject to an Award, and which have not been issued or
          transferred under an outstanding Award;

     (c)  the purchase price to be paid per share of Common Stock
          under outstanding Stock Options and the number of
          shares of Common Stock to be transferred in settlement
          of outstanding Stock Rights; and

     (d)  the terms, conditions or restrictions of any Award and
          Award Agreement, including the price payable for the
          acquisition of Common Stock; provided, however, that
          all adjustments made as the result of the foregoing in
          respect of each Incentive Stock Option shall be made so
          that such Stock Option shall continue to be an
          Incentive Stock Option, as defined in Section 422 of
          the Code.

3.12 In addition to such other rights of indemnification as they
     may have as directors or as members of the Committee, the
     members of the Committee shall be indemnified by the
     Corporation against reasonable expenses, including
     attorney's fees, actually and necessarily incurred in
     connection with the defense of any action, suit or
     proceeding, or in connection with any appeal therein, to
     which they or any of them may be a party by reason of any
     action taken or failure to act under or in connection with
     the Plan or any Award granted thereunder, and against all
     amounts paid by them in settlement thereof (provided such
     settlement is approved by independent legal counsel selected
     by the Corporation) or paid by them in satisfaction of a
     judgment or settlement in any such action, suit or
     proceeding, except as to matters as to which the Committee
     member has been negligent or engaged in misconduct in the
     performance of his duties; provided, that within sixty (60)
     days after institution of any such action, suit or
     proceeding, a Committee member shall in writing offer the
     Corporation the opportunity, at its own expense, to handle
     and defend the same.

3.13 The Committee may require each person purchasing shares of
     Common Stock pursuant to a Stock Option or other Award under
     the Plan to represent to and agree with the Corporation in
     writing that he is acquiring the shares of Common Stock for
     investment purposes and without a view to distribution
     thereof.  The certificates for such shares of Common Stock
     may include any legend which the Committee deems appropriate
     to reflect any restrictions on transfer.

3.14 The Committee shall be authorized to make adjustments in a
     performance based criteria or in the terms and conditions of
     other Awards in recognition of unusual or nonrecurring
     events affecting the Corporation (or any Subsidiary, if
     applicable) or its financial statements or changes in
     applicable laws, regulations or accounting principles.  The
     Committee may correct any defect, supply any omission or
     reconcile any inconsistency in the Plan or any Award
     Agreement in the manner and to the extent it shall deem
     desirable to carry it into effect.  In the event the
     Corporation (or any Subsidiary, if applicable) shall assume
     outstanding employee benefit awards or the right or
     obligation to make future such awards in connection with the
     acquisition of another corporation or business entity, the
     Committee may, in its discretion, make such adjustments in
     the terms of Awards under the Plan as it shall deem
     appropriate.

3.15 The Committee shall have full power and authority to
     determine whether, to what extent and under what
     circumstances, any Award shall be canceled or suspended. 
     Notwithstanding the foregoing, all outstanding Awards to any
     Participant shall be canceled if (a) the Participant,
     without the consent of the Committee, while employed by the
     Corporation or any Subsidiary or for a period of two (2)
     years after termination of such employment, directly or
     indirectly engages in the business of sales, marketing,
     distribution or provision of telecommunications services or
     equipment or other products sold by the Employee during his
     employment with the Corporation, becomes associated with,
     employed by, renders services to, or owns any interest in
     (other than any nonsubstantial interest, as determined by
     the Committee), any business that is in competition with the
     Corporation or with any business in which the Corporation
     and its Subsidiaries has a substantial interest as
     determined by the Committee; (b) materially breeches (as
     determined in the sole discretion of the Committee) any term
     or provision of any employment agreement entered into
     between a Participant and the Corporation or a Subsidiary;
     (c) solicits, hires or recruits (or causes or assists
     another party to solicit, hire or recruit) any person in the
     employ of the Corporation or its Subsidiaries to leave his
     or her employment with the Corporation or Subsidiary; or (d)
     is terminated for cause as determined by the Committee.

3.16 The Committee may require in the Agreement or Award that
     upon the termination of any Participant's employment with
     the Corporation or Subsidiary for any reason other than
     retirement with the consent of the Corporation or
     Subsidiary, the Corporation shall have the option, but not
     the obligation, to purchase any part or all of any shares of
     the Common Stock which were acquired by the Participant
     pursuant to this Plan and owned by Participant at the date
     of the termination of his employment with the Corporation or
     Subsidiary.   The purchase price of any share purchased by
     the Corporation pursuant to the repurchase option under this
     Section 3.16 will be the Fair Market Value of a share of
     Common Stock as of the date of the repurchase, and the
     Corporation must exercise its right to repurchase within
     thirty (30) days of the Participant's termination of
     employment.























               ARTICLE IV - INCENTIVE STOCK OPTIONS


4.1  Each provision of this Article IV and of each Incentive
     Stock Option granted hereunder shall be construed in
     accordance with the provisions of Section 422 of the Code,
     and any provision hereof that cannot be so construed shall
     be disregarded.  Incentive Stock Options shall be granted
     only to Eligible Participants who are not Directors, each of
     whom may be granted one or more such Incentive Stock Options
     at such time or times determined by the Committee following
     the Effective Date until a date not more than 10 years from
     the Effective Date, subject to the following conditions:

     (a)  The Incentive Stock Option price per share of Common
          Stock shall be set in the Award Agreement, but shall
          not be less than one hundred percent (100%) of the Fair
          Market Value of the Common Stock at the time of the
          Option Grant Date.

     (b)  The Incentive Stock Option and its related Stock Right,
          if any, may be exercised in full or in part from time
          to time within ten (10) years from the Option Grant
          Date, or such shorter period as may be specified by the
          Committee in the Award; provided, that in any event,
          the Incentive Stock Option and related Stock Right
          shall lapse and cease to be exercisable upon, or within
          such period following, a Termination of Employment as
          shall have been determined by the Committee and as
          specified in the Incentive Stock Option Award Agreement
          or its related Stock Right Award Agreement; provided,
          however, that such period following a Termination of
          Employment shall not exceed three (3) months unless
          employment shall have terminated:

          (i)  as a result of death or Disability, in which
               event, such period shall not exceed one year after
               the date of death or Disability; or

          (ii) as a result of death, if death shall have occurred
               following a Termination of Employment and while
               the Incentive Stock Option or Stock Right was
               still exercisable, in which event, such period
               shall not exceed one year after the date of death;

          provided, further, that such period following a
          Termination of Employment shall in no event extend the
          original exercise period of the Incentive Stock Option
          or any related Stock Right.

     (c)  The aggregate Fair Market Value, determined as of the
          Option Grant Date, of the shares of Common Stock with
          respect to which Incentive Stock Options are first
          exercisable during any calendar year by any Eligible
          Participant shall not exceed one hundred thousand
          dollars ($100,000); provided, however, to the extent
          permitted under Section 422 of the Code:

          (i)  if a Participant's employment is terminated by
               reason of death, Disability or Retirement and the
               portion of any Incentive Stock Option that is
               otherwise exercisable during the post-termination
               period applied without regard to the one hundred
               thousand dollar ($100,000) limitation contained in
               Section 422 of the Code is greater than the
               portion of such option that is immediately
               exercisable as an Incentive Stock Option during
               such post-termination period under Section 422,
               such excess shall be treated as a Nonqualified
               Stock Option; and

          (ii) if the exercise of an Incentive Stock Option is
               accelerated by reason of an Change of Control, any
               portion of such Award that is not exercisable as
               an Incentive Stock Option by reason of the one
               hundred thousand dollar ($100,000) limitation
               contained in Section 422 of the Code shall be
               treated as a Nonqualified Stock Option.

     (d)  Incentive Stock Options shall be granted only to an
          Eligible Participant who, at the time the Option Grant
          Date, does not own stock possessing more than 10% of
          the total combined voting power of all classes of stock
          of the Corporation.

     (e)  Subject to the limitations of Section 3.6, the maximum
          number of shares of Common Stock subject to Incentive
          Stock Option Awards shall be One Hundred Thousand
          (100,000).

     (f)  The Committee may adopt any other terms and conditions
          which it determines should be imposed for the Incentive
          Stock Option to qualify under Section 422 of the Code,
          as well as any other terms and conditions not
          inconsistent with this Article IV as determined by the
          Committee.

4.2  The Committee may at any time offer to buy out for a payment
     in cash, Stock, or Restricted Stock an Incentive Stock
     Option previously granted, based on such terms and
     conditions as the Committee shall establish and communicate
     to the Participant at the time that such offer is made.

4.3  If the Incentive Stock Option Award Agreement so provides,
     the Committee may require that all or part of the shares of
     Common Stock to be issued upon the exercise of an Incentive
     Stock Option shall take the form of Restricted Stock, which
     shall be valued on the date of exercise, as determined by
     the Committee, on the basis of the Fair Market Value of such
     Restricted Stock determined without regard to the deferral
     limitations and/or forfeiture restrictions involved.



              ARTICLE V - NONQUALIFIED STOCK OPTIONS


5.1  One or more Stock Options may be granted as Nonqualified
     Stock Options to Eligible Participants to purchase shares of
     Common Stock at such time or times determined by the
     Committee, following the Effective Date, subject to the
     terms and conditions set forth in this Article V.

5.2  The Nonqualified Stock Option price per share of Common
     Stock shall be established in the Award Agreement and may be
     less than one hundred percent (100%) of the Fair Market
     Value at the time of the grant, or at such later date as the
     Committee shall determine.

5.3  The Nonqualified Stock Option and its related Stock Right,
     if any, may be exercised in full or in part from time to
     time within such period as may be specified by the Committee
     or in the Award Agreement; provided, that, in any event, the
     Nonqualified Stock Option and the related Stock Right shall
     lapse and cease to be exercisable upon, or within such
     period following, Termination of Employment as shall have
     been determined by the Committee and as specified in the
     Nonqualified Stock Option Award Agreement or Stock Right
     Award Agreement; provided, however, that such period
     following Termination of Employment shall not exceed three
     (3) months unless employment shall have terminated:

     (a)  as a result of Retirement or Disability, in which
          event, such period shall not exceed one year after the
          date of Retirement or Disability, or within such longer
          period as the Committee may specify; or

     (b)  as a result of death, or if death shall have occurred
          following a Termination of Employment and while the
          Nonqualified Stock Option or Stock Right was still
          exercisable, in which event, such period may exceed one
          year after the date of death, as provided by the
          Committee or in the Award Agreement.

5.4  The Nonqualified Stock Option Award Agreement may include
     any other terms and conditions not inconsistent with this
     Article V or in Article VII, as determined by the Committee.

5.5  Nonqualified Stock Options may be made to Directors under
     the additional provisions of this Section 5.5.  Directors
     may be granted Nonqualified Stock Options as provided in
     Sections 5.1 through 5.4 above only if the grant of the
     Nonqualified Stock Options is approved in advance by the
     full Board of Directors or by a committee of the Board of
     Directors composed solely of two or more Non-Employee
     Directors as described by Rule 16b-3 of the Act.  All Awards
     under this Plan to Directors will be made pursuant to this
     Article V, and no other Awards may be made to a Director
     under any other Article or Section of the Plan.


          ARTICLE VI - LIMITED STOCK APPRECIATION RIGHTS


     The Committee may grant Limited Stock Appreciation Rights
     under this Article VI.  Limited Stock Appreciation Rights
     become exercisable only in the event of a Change in Control,
     subject to such terms and conditions as the Committee, in
     its sole discretion, may specify at grant.  Such Limited
     Stock Appreciation Rights shall be settled only in cash.  A
     Limited Stock Appreciation Right shall entitle the holder of
     the related Stock Option to surrender such Stock Option, or
     any portion thereof, to the extent unexercised in respect of
     the number of shares of Common Stock as to which such
     Limited Stock Appreciation Right is exercised, and to
     receive a cash payment equal to the difference between (a)
     the Limited Stock Appreciation Right Fair Market Value (at
     the date of surrender) of a share of Common Stock for which
     the surrendered Stock Option or portion thereof is then
     exercisable, and (b) the price at which a Participant could
     exercise a related Stock Option to purchase the share of
     Stock.  Such Stock Option shall, to the extent so
     surrendered, thereupon cease to be exercisable.  A Limited
     Stock Appreciation Right shall be subject to such further
     terms and conditions as the Committee shall, in its sole
     discretion, deem appropriate, including any restrictions
     necessary to comply with Section 16(b) of the Act and Rule
     16b-3 promulgated thereunder.
<PAGE>
    ARTICLE VII - INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS


7.1  Each Stock Option and Stock Right shall be granted subject
     to such terms and conditions, if any, not inconsistent with
     this Plan, as shall be determined by the Committee,
     including any provisions as to continued employment as
     consideration for the grant or exercise of such Stock Option
     or Stock Right and any provisions which may be advisable to
     comply with applicable laws, regulations or rulings of any
     governmental authority.

7.2  A Stock Option or Stock Right shall not be transferable by
     the Participant other than by will or by the laws of descent
     and distribution, or, to the extent otherwise allowed by
     Rule 16b-3 under the Act, and shall be exercisable during
     the lifetime of the Participant only by the Participant or
     the Participant's guardian or legal representative.

7.3  Shares of Common Stock purchased upon exercise of a Stock
     Option shall be paid for in such amounts, at such times and
     upon such terms as shall be determined by the Committee,
     subject to limitations set forth in the Stock Option Award
     Agreement.  

7.4  No cash dividends shall be paid on shares of Common Stock
     subject to unexercised Stock Options.

7.5  In the event of death or Disability, the Committee, with the
     consent of the Participant or his legal representative, may
     authorize payment, in cash or in Common Stock, or partly in
     cash and partly in Common Stock, as the Committee may
     direct, of an amount equal to the difference at the time
     between the Fair Market Value of the Common Stock subject to
     a Stock Option and the Option price in consideration of the
     surrender of the Stock Option.

7.6  If a Participant is required to pay to the Corporation an
     amount with respect to income and employment tax withholding
     obligations in connection with (i) the exercise of a
     Nonqualified Stock Option, (ii) certain dispositions of
     Common Stock acquired upon the exercise of an Incentive
     Stock Option, (iii) the receipt of Limited Stock
     Appreciation Rights or (iv) payments made pursuant to
     Section 7.5 hereof, then the exercise of such Option shall
     not be effective unless such withholding tax or other
     withholding liabilities shall have been satisfied in a
     manner acceptable to the Corporation. The Committee, in its
     sole discretion and subject to such rules as it may adopt,
     may permit the Participant to satisfy the obligation, in
     whole or in part, by making an irrevocable election that a
     portion of the total Fair Market Value of the shares of
     Common Stock subject to the Nonqualified Stock Option and/or
     with respect to certain dispositions of Common Stock
     acquired upon the exercise of an Incentive Stock Option, be
     paid in the form of cash in lieu of the issuance of Common
     Stock and that such cash payment be applied to the
     satisfaction of the withholding obligations.  The amount to
     be withheld shall not exceed the statutory minimum Federal
     and State income and employment tax liability arising from
     the Stock Option exercise transaction.  Notwithstanding any
     other provision of the Plan, any election under this Section
     7.7 is required to satisfy the applicable requirements under
     Rule 16b-3 of the Act.

7.7  The Committee may permit the voluntary surrender of all or a
     portion of any Stock Option granted under the Plan to be
     conditioned upon the granting to the Participant of a new
     Stock Option for the same or a different number of shares of
     Common Stock as the Stock Option surrendered, or may require
     such voluntary surrender as a condition precedent to a grant
     of a new Stock Option to such Participant.  Subject to the
     provisions of the Plan, such new Stock Option shall be
     exercisable at the same price, during such period and on
     such other terms and conditions as are specified by the
     Committee at the time the new Stock Option is granted.  Upon
     surrender, the Stock Options surrendered shall be canceled
     and the shares of Common Stock previously subject to them
     shall be available for the grant of other Stock Options.

7.8  The Corporation shall have a right of first refusal to
     purchase from the Participant prior to any transfer or sale
     any part or all of any shares of the Common Stock which were
     acquired by the Participant pursuant to this Plan.  The
     purchase price of any share purchased by the Corporation
     pursuant to the right of first refusal under this Section
     7.8 will be the lesser of (i) the Fair Market Value of a
     share of Common Stock as of the date of the proposed
     transfer or sale and (ii) the proposed price per share to be
     paid by the proposed buyer or transferee.  The Corporation's
     right of first refusal may be exercised by the Corporation,
     if at all and in its sole discretion,  within ten (10) days
     of receiving notice from the Participant of the proposed
     transfer or sale.  The Corporation may waive this right of
     first refusal at any time and in whole or in part.

<PAGE>
                 ARTICLE VIII - RESTRICTED STOCK


8.1  Restricted Stock Awards may be made to certain Participants
     as a reward for past service and an incentive for the
     performance of future services that will contribute
     materially to the successful operation of the Corporation
     and its Subsidiaries.  Awards of Restricted Stock may be
     made either alone, in addition to or in tandem with other
     Awards granted under the Plan and/or cash payments made
     outside of the Plan.

8.2  With respect to Awards of Restricted Stock, the Committee
     shall:

     (a)  determine the purchase price, if any, to be paid for
          such Restricted Stock, which may be equal to or less
          than par value and may be zero, subject to such minimum
          consideration as may be required by applicable law;

     (b)  determine the length of the Restriction Period and
          whether any events may accelerate or delay the end of
          the Restriction Period;

     (c)  determine any restrictions applicable to the Restricted
          Stock such as service or performance, other than those
          set forth in this Article VIII;

     (d)  determine if the restrictions shall lapse as to all
          shares of Restricted Stock at the end of the
          Restriction Period or as to a portion of the shares of
          Restricted Stock in installments during the Restriction
          Period by means of one or more vesting schedules;

     (e)  determine if the Restricted Stock is subject to
          repurchase by the Corporation or a right of first
          refusal at a predetermined price or if the Restricted
          Stock may be forfeited entirely under certain
          conditions;

     (f)  determine what, if any, performance goals may apply to
          the Restriction Period to shorten or lengthen such
          period;

     (g)  determine if dividends and other distributions on the
          Restricted Stock are to be paid currently to the
          Participant or withheld by the Corporation or its
          Subsidiaries for the account of the Participant; and

     (h)  generally determine the terms and conditions of each
          Restricted Stock Award.

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

     The prospective recipient of a Restricted Stock Award shall
     not have any rights with respect to such Award, unless such
     recipient has executed a Restricted Stock Award Agreement
     and has delivered a fully executed copy thereof to the
     Committee, and has otherwise complied with the applicable
     terms and conditions of such Award.

8.4  Except when the Committee determines otherwise, or as
     otherwise provided in the Restricted Stock Award Agreement,
     if a Participant terminates employment with the Corporation
     or its Subsidiaries for any reason before the expiration of
     the Restriction Period, all shares of Restricted Stock still
     subject to restriction shall be forfeited by the Participant
     and shall be reacquired by the Corporation.

8.5  Except as otherwise provided in this Article VIII, no shares
     of Restricted Stock received by a Participant shall be sold,
     exchanged, transferred, pledged, hypothecated or otherwise
     disposed of during the Restriction Period.

8.6  To the extent not otherwise provided in a Restricted Stock
     Award Agreement, in cases of death, Disability or Retirement
     or in cases of special circumstances, the Committee, if it
     finds that a waiver would be appropriate, may elect to waive
     any or all remaining restrictions with respect to all or any
     part of such Participant's Restricted Stock.

8.7  In the event of hardship or other special circumstances of a
     Participant whose employment with the Corporation or any
     Subsidiary is involuntarily terminated, the Committee may
     waive in whole or in part any or all remaining restrictions
     with respect to any or all of the Participant's Restricted
     Stock, based on such factors and criteria as the Committee
     may deem appropriate.

8.8  The certificates representing shares of Restricted Stock may
     either:

     (a)  be held in custody by the Corporation until the
          Restriction Period expires or until restrictions
          thereon otherwise lapse, and the Participant shall
          deliver to the Corporation a stock power endorsed in
          blank relating to the Restricted Stock; and/or

     (b)  be issued to the Participant and registered in the name
          of the Participant, and shall bear an appropriate
          restrictive legend and shall be subject to appropriate
          stop-transfer orders.

8.9  Except as provided in this Article VIII, a Participant
     receiving a Restricted Stock Award shall have, with respect
     to the shares of Restricted Stock covered by any Award, all
     of the rights of a shareholder of the Corporation, including
     the right to vote the shares, and the right to receive any
     dividends; provided, however, the Committee may require that
     any dividends on such shares of Restricted Stock shall be
     automatically deferred and reinvested in additional
     Restricted Stock subject to the same restrictions as the
     underlying Award, or may require that dividends and other
     distributions on Restricted Stock shall be withheld by the
     Corporation or its Subsidiaries for the account of the
     Participant.  The Committee shall determine whether interest
     shall be paid on amounts withheld, the rate of any such
     interest, and the other terms applicable to such withheld
     amounts.

8.10 If and when the Restriction Period expires without a prior
     forfeiture of the Restricted Stock subject to such
     Restriction Period, unrestricted certificates for such
     shares shall be delivered to the Participant (in exchange
     for the Restricted Stock certificates if the Participant has
     possession of certificates with a restricted legend).

8.11 In order to better ensure that Award payments actually
     reflect the performance of the Corporation and its
     Subsidiaries and the service of the Participant, the
     Committee may provide, in its sole discretion, for a tandem
     performance-based or other Award designed to guarantee a
     minimum value, payable in cash or Common Stock to the
     recipient of a Restricted Stock Award, subject to such
     performance, future service, deferral and other terms and
     conditions as may be specified by the Committee.
                                 



                    ARTICLE IX - STOCK AWARDS


9.1  A Stock Award shall be granted only in payment of
     compensation that has been earned or as compensation to be
     earned, including, without limitation, compensation awarded
     concurrently with or prior to the grant of the Stock Award.

9.2  For the purposes of this Plan, in determining the value of a
     Stock Award, all shares of Common Stock subject to such
     Stock Award shall be valued at not less than one hundred
     percent (100%) of the Fair Market Value of such shares of
     Common Stock on the date such Stock Award is granted,
     regardless of whether or when such shares of Common Stock
     are issued or transferred to the Participant and whether or
     not such shares of Common Stock are subject to restrictions
     which affect their value.

9.3  Shares of Common Stock subject to a Stock Award may be
     issued or transferred to the Participant at the time the
     Stock Award is granted, or at any time subsequent thereto,
     or in installments from time to time, as the Committee shall
     determine.  If any such issuance or transfer shall not be
     made to the Participant at the time the Stock Award is
     granted, the Committee may provide for payment to such
     Participant, either in cash or shares of Common Stock, from
     time to time or at the time or times such shares of Common
     Stock shall be issued or transferred to such Participant, of
     amounts not exceeding the dividends which would have been
     payable to such Participant in respect of such shares of
     Common Stock (as adjusted under Section 3.11) if such shares
     of Common Stock had been issued or transferred to such
     Participant at the time such Stock Award was granted.   Any
     issuance payable in shares of Common Stock under the terms
     of a Stock Award may, at the discretion of the Committee, be
     paid in cash on each date on which delivery of shares of
     Common Stock would otherwise have been made, in an amount
     equal to the Fair Market Value on such date of the shares of
     Common Stock which would otherwise have been delivered.

9.4  A Stock Award shall be subject to such terms and conditions,
     including, without limitation, restrictions on the sale or
     other disposition of the Stock Award or of the shares of
     Common Stock issued or transferred pursuant to such Stock
     Award, as the Committee shall determine; provided, however,
     that upon the issuance or transfer of shares pursuant to a
     Stock Award, the Participant, with respect to such shares of
     Common Stock, shall be and become a shareholder of the
     Corporation fully entitled to receive dividends, to vote and
     to exercise all other rights of a shareholder except to the
     extent otherwise provided in the Stock Award.  Each Stock
     Award shall be evidenced by a written Award Agreement in
     such form as the Committee shall determine.


                  ARTICLE X - PERFORMANCE SHARES


10.1 Awards of Performance Shares may be made to certain
     Participants as an incentive for the performance of future
     services that will contribute materially to the successful
     operation of the Corporation and its Subsidiaries.  Awards
     of Performance Shares may be made either alone, in addition
     to or in tandem with other Awards granted under the Plan
     and/or cash payments made outside of the Plan.

10.2 With respect to Awards of Performance Shares, which may be
     issued for no consideration or such minimum consideration as
     is required by applicable law, the Committee shall:

     (a)  determine and designate from time to time those
          Participants to whom Awards of Performance Shares are
          to be made;

     (b)  determine the performance period (the "Performance
          Period") and/or performance objectives (the
          "Performance Objectives") applicable to such Awards;

     (c)  determine the form of settlement of a Performance
          Share; and

     (d)  generally determine the terms and conditions of each
          such Award.  At any date, each Performance Share shall
          have a value equal to the Fair Market Value, determined
          as set forth in Section 2.17.

10.3 Performance Periods may overlap, and Participants may
     participate simultaneously with respect to Performance
     Shares for which different Performance Periods are
     prescribed.

10.4 The Committee shall determine the Performance Objectives of
     Awards of Performance Shares.  Performance Objectives may
     vary from Participant to Participant and between Awards and
     shall be based upon such performance criteria or combination
     of factors as the Committee may deem appropriate, including
     for example, but not limited to, minimum earnings per share
     or return on equity.  If during the course of a Performance
     Period there shall occur significant events which the
     Committee expects to have a substantial effect on the
     applicable Performance Objectives during such period, the
     Committee may revise such Performance Objectives.

10.5 The Committee shall determine for each Participant the
     number of Performance Shares which shall be paid to the
     Participant if the applicable Performance Objectives are
     exceeded or met in whole or in part.

10.6 If a Participant terminates service with the Corporation or
     its Subsidiaries during a Performance Period because of
     death, Disability, Retirement or under other circumstances
     in which the Committee in its discretion finds that a waiver
     would be appropriate, that Participant, as determined by the
     Committee, may be entitled to a payment of Performance
     Shares at the end of the Performance Period based upon the
     extent to which the Performance Objectives were satisfied at
     the end of such period and pro rated for the portion of the
     Performance Period during which the Participant was employed
     by the Corporation or any Subsidiary; provided, however, the
     Committee may provide for an earlier payment in settlement
     of such Performance Shares in such amount and under such
     terms and conditions as the Committee deems appropriate or
     desirable.  If a Participant terminates service with the
     Corporation or its Subsidiaries during a Performance Period
     for any other reason, then such Participant shall not be
     entitled to any payment with respect to that Performance
     Period unless the Committee shall otherwise determine.

10.7 Each Award of a Performance Share shall be paid in whole
     shares of Common Stock, or cash, or a combination of Common
     Stock and cash as the Committee shall determine, with
     payment to be made as soon as practicable after the end of
     the relevant Performance Period.

10.8 The Committee shall have the authority to approve requests
     by Participants to defer payment of Performance Shares on
     terms and conditions approved by the Committee and set forth
     in a written Award Agreement between the Participant and the
     Corporation or its Subsidiaries entered into in advance of
     the time of receipt or constructive receipt of payment by
     the Participant.

10.9 The Committee shall have the authority to place restrictions
     on the Performance Shares including, but not limited to,
     restrictions on exercise or transfer following receipt of
     such shares.

        ARTICLE XI -CHANGES IN SHARES OR CHANGE OF CONTROL


11.1 The total amount of shares for which Stock Options,
     Restricted Stock, Stock Awards or Performance Shares may be
     granted under the Plan and option rights (both as to the
     number of shares and the option exercise price per share)
     shall be appropriately adjusted for any increase or decrease
     in the number of outstanding shares of Common Stock
     resulting from payment of a stock dividend on the Common
     Stock, a subdivision or combination of shares of the Common
     Stock or from a reclassification of the Common Stock, and
     (in accordance with the provisions contained in the next
     following paragraph) in the event of a merger or
     consolidation.

11.2 At the time of a Change of Control, as defined in Section
     2.5, any Award granted hereunder shall become exercisable in
     full and restrictions shall lapse as described in Section
     11.3 through 11.5, subject to any appropriate adjustments in
     the number of shares subject to the Stock Option and the
     option exercise price per share.

11.3 Anything contained herein to the contrary notwithstanding,
     upon the dissolution or liquidation of the Corporation each
     Award granted under the Plan shall terminate; provided,
     however that following the adoption of a plan of dissolution
     or liquidation, and in any event prior to the effective date
     of such dissolution or liquidation (and as provided above
     regarding certain mergers and consolidations), each Award
     granted hereunder shall be exercisable in full and all
     restrictions lapse, regardless of any provision contained in
     the Agreement with respect thereto requiring that the Award
     or any portion thereof be outstanding for a minimum amount
     of time prior to exercise,  subject to all of the terms
     hereof and of the Agreement with respect thereto not
     inconsistent with this paragraph.

     The grant of an Award pursuant to this Plan shall not affect
     in any way the right or power of the Corporation or any of
     its Subsidiaries to make adjustments, reclassification,
     reorganizations, or changes of its capital or business
     structure, or to merge or consolidate, or to dissolve,
     liquidate or sell, or transfer all or part of its business
     or assets.

11.4 Upon the occurrence of a Change of Control, and unless
     otherwise provided in the Agreement, all then outstanding
     Performance Shares with respect to which the applicable
     Performance Period has not been completed shall be paid as
     soon as practicable as follows:

     (a)  All Performance Objectives applicable to the Award of
          Performance Shares shall be deemed to have been
          satisfied to the extent necessary to result in payment
          of one hundred percent (100%) of the Performance Shares
          covered by the Award; and

     (b)  The applicable Performance Period shall be deemed to
          have ended on the date of the Change of Control;

     (c)  The payment to the Participant shall be the amount
          determined either by the Committee, in its sole
          discretion, or in the manner stated in the Award
          Agreement.  This amount shall then be multiplied by a
          fraction, the numerator of which is the number of full
          calendar months of the applicable Performance Period
          that have elapsed prior to the date of the Change of
          Control, and the denominator of which is the total
          number of months in the original Performance Period;
          and

     (d)  Upon the making of any such payment, the Award
          Agreement as to which it relates shall be deemed
          canceled and of no further force and effect.

11.5 Upon the occurrence of a Change of Control, the Committee in
     its discretion, shall declare the restrictions applicable to
     Awards of Restricted Stock to have lapsed, in which case the
     Corporation shall remove all restrictive legends and
     stop-transfer orders applicable to the certificates for such
     shares of Common Stock, and deliver such certificates to the
     Participants in whose names they are registered, or deliver
     to such Participants unrestricted certificates in exchange
     for the Restricted Stock certificates.





             ARTICLE XII - AMENDMENT AND TERMINATION


12.1 The Board of Directors, upon recommendation of the
     Committee, or otherwise, at any time and from time to time,
     may amend or terminate the Plan as may be necessary or
     desirable to implement or discontinue this Plan or any
     provision thereof.  To the extent required by Rule 16b-3
     under the Act, no amendment, without approval by the
     Corporation's stockholders, shall:

     (a)  alter the group of persons eligible to participate in
          the Plan;

     (b)  except as provided in Section 3.6 or 11.1, increase the
          maximum number of shares of Common Stock or Stock
          Options or Stock Rights which are available for Awards
          under the Plan;

     (c)  extend the period during which Incentive Stock Option
          Awards may granted beyond April 24, 2007.

     (d)  limit or restrict the powers of the Committee with
          respect to the administration of this Plan;

     (e)  change the definition of an Eligible Participant for
          the purpose of an Incentive Stock Option or increase
          the limit or the value of shares of Common Stock for
          which an Eligible Participant may be granted an
          Incentive Stock Option;

     (f)  materially increase the benefits accruing to
          Participants under this Plan;

     (g)  materially modify the requirements, as to eligibility
          for participation in this Plan;

     (h)  modify the Plan or terms of awards in such a way that the
          members of the Committee lose their status as Nonemployee
          Directors under Rule 16b-3 of the Securities Exchange Act of
          1934, as amended; or

     (i)  change any of the provisions of this Article XII.

12.2 No amendment to or discontinuance of this Plan or any
     provision thereof by the Board of Directors or the
     stockholders of the Corporation shall, without the written
     consent of the Participant, adversely affect, as shall be
     determined by the Committee, any Award theretofore granted
     to such Participant under this Plan; provided, however, the
     Committee retains the right and power to:

     (a)  annul any Award if the Participant is terminated for
          cause as determined by the Committee;

     (b)  provide for the forfeiture of shares of Common Stock or
          other gain under an Award as determined by the
          Committee for competing against the Corporation or any
          Subsidiary; and

     (c)  convert any outstanding Incentive Stock Option to a
          Nonqualified Stock option.

12.3 If a Change of Control has occurred, no amendment or
     termination shall impair the rights of any person with
     respect to an outstanding Award as provided in Article XI.



             ARTICLE XIII - MISCELLANEOUS PROVISIONS


13.1 Nothing in the Plan or any Award granted hereunder shall
     confer upon any Participant any right to continue in the
     employ of the Corporation or its Subsidiaries (or to serve
     as a director thereof) or interfere in any way with the
     right of the Corporation or its Subsidiaries to terminate
     his or her employment at any time.   Unless specifically
     provided otherwise, no Award granted under the Plan shall be
     deemed salary or compensation for the purpose of computing
     benefits under any employee benefit plan or other
     arrangement of the Corporation or its Subsidiaries for the
     benefit of its employees unless the Corporation shall
     determine otherwise.  No Participant shall have any claim to
     an Award until it is actually granted under the Plan.  To
     the extent that any person acquires a right to receive
     payments from the Corporation under the Plan, such right
     shall, except as otherwise provided by the Committee, be no
     greater than the right of an unsecured general creditor of
     the Corporation.  All payments to be made hereunder shall be
     paid from the general funds of the Corporation, and no
     special or separate fund shall be established and no
     segregation of assets shall be made to assure payment of
     such amounts, except as provided in Section 8.8 with respect
     to Restricted Stock and except as otherwise provided by the
     Committee.

13.2 The Corporation may make such provisions and take such steps
     as it may deem necessary or appropriate for the withholding
     of any taxes which the Corporation is required by any law or
     regulation of any governmental authority, whether federal,
     state or local, domestic or foreign, to withhold in
     connection with any Stock Option or the exercise thereof,
     any Stock Right or the exercise thereof, or in connection
     with any other type of equity-based compensation provided
     hereunder or the exercise thereof, including, but not
     limited to, the withholding of payment of all or any portion
     of such Award or another Award under this Plan until the
     Participant reimburses the Corporation or its Subsidiaries
     for the amount the Corporation or its Subsidiaries is
     required to withhold with respect to such taxes, or
     canceling any portion of such Award or another Award under
     this Plan in an amount sufficient to reimburse itself for
     the amount it is required to so withhold, or selling any
     property contingently credited by the Corporation for the
     purpose of paying such Award or another Award under this
     Plan, in order to withhold or reimburse itself for the
     amount it is required to so withhold.

13.3 The Plan and the grant of Awards shall be subject to all
     applicable federal and state laws, rules, and regulations
     and to such approvals by any government or regulatory agency
     as may be required.  Any provision herein relating to
     compliance with Rule 16b-3 under the Act shall not be
     applicable with respect to participation in the Plan by
     Participants who are not subject to Section 16(b) of the
     Act.

13.4 The terms of the Plan shall be binding upon the Corporation,
     its Subsidiaries and their successors and assigns.

13.5 Neither a Stock Option, Stock Right, nor any other type of
     equity-based compensation provided for hereunder, shall be
     transferable except as provided for herein. In addition to
     the transfer restrictions otherwise contained herein,
     additional transfer restrictions shall apply to the extent
     required by federal or state securities laws.  If any
     Participant makes such a transfer in violation hereof, any
     obligation of the Corporation shall forthwith terminate.

13.6 This Plan and all actions taken hereunder shall be governed
     by the laws of the State of North Carolina, except to the
     extent preempted by ERISA.

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

13.8 Each Participant exercising an Award hereunder agrees to
     give the Committee prompt written notice of any election
     made by such Participant under Section 83(b) of the Code, or
     any similar provision thereof.

13.9 If any provision of this Plan or an Award Agreement is or
     becomes or is deemed invalid, illegal or unenforceable in
     any jurisdiction, or would disqualify the Plan or any Award
     Agreement under any law deemed applicable by the Committee,
     such provision shall be construed or deemed amended to
     conform to applicable laws or if it cannot be construed or
     deemed amended without, in the determination of the
     Committee, materially altering the intent of the Plan or the
     Award Agreement, it shall be stricken and the remainder of
     the Plan or the Award Agreement shall remain in full force
     and effect.