PROVIDIAN FINANCIAL CORPORATION
                              STOCK OWNERSHIP PLAN

                      As Amended and Restated June 23, 1998

     1.  History and Purpose of Plan.  (a) This plan was  originally  adopted by
Providian Corporation,  a Delaware corporation ("Parent"). On March 27, 1997, it
was adopted by Providian Financial Corporation ("Providian"),  formerly known as
Providian  Bancorp,  Inc.,  a wholly  owned  subsidiary  of  Parent,  with  such
amendments  as were  necessary  to  reflect  the change in the  identity  of the
sponsor of the Plan.  This amendment and  restatement of the Plan was adopted by
the Board of Directors of Providian on June 23, 1998.

          (b) The  shareholders  of Parent  approved  this Plan,  as  originally
     adopted,  at the 1992 annual meeting of the shareholders of Parent,  and as
     thereafter  amended,  at the 1995 annual meeting. On April 2, 1997, Parent,
     as  sole  shareholder  of  Providian,  approved  the  Plan  as  adopted  by
     Providian.

          (c) The purpose of this Stock  Ownership Plan is to promote the growth
     and  profitability  of Providian and its  subsidiaries  (Providian  and its
     subsidiaries are hereinafter  collectively referred to as the "Company") by
     encouraging   selected   Employees  and  Consultants  to  the  Company  and
     non-employee  directors of the Company to acquire and retain a  proprietary
     interest in the Company.  Such  proprietary  interest  should  increase the
     personal  interest and special efforts of such persons in providing for the
     continued  success and  progress of the  business of the Company and should
     enhance the Company's  efforts to attract and retain  competent  Employees,
     Consultants and Non-Employee Directors.

     2. Definitions. The following terms when used herein shall have the meaning
set forth below, unless a different meaning is plainly required by the context:

          a.  "Board  of  Directors"  shall  mean  the  Board  of  Directors  of
     Providian.

          b. "Change in Control" shall mean:

               i. When any  individual,  entity or group  (within the meaning of
          Section  13(d)(3)  or  14(d)(2)  of the  Exchange  Act) who  becomes a
          beneficial owner (within the meaning of Rule 13d-3  promulgated  under
          the Exchange Act) of 20% or more of either (A) the Outstanding  Common
          Stock or (B) the Outstanding  Voting  Securities;  provided,  however,
          that beneficial ownership by any of the following shall not constitute
          a Change in Control:  (1) the Company;  (2) any employee  benefit plan
          (or related trust) sponsored or maintained by the Company;  or (3) any
          corporation with respect to which,  following such  acquisition,  more
          than 60% of, respectively, the then outstanding shares of common stock
          of  such  corporation  and  the  combined  voting  power  of the  then
          outstanding  voting  securities of such  corporation  entitled to vote
          generally in the election of  directors  is then  beneficially  owned,
          directly or indirectly, by all or substantially all of the individuals
          and  entities who were the  beneficial  owners,  respectively,  of the
          Outstanding Common Stock and Outstanding Voting Securities immediately
          prior to such  acquisition in  substantially  the same  proportions as
          their  ownership,  immediately  prior  to  such  acquisition,  of  the
          Outstanding  Common Stock and Outstanding  Voting  Securities,  as the
          case may be; or

               ii. When individuals  who, as of the date hereof,  constitute the
          Incumbent Board cease for any reason to constitute at least a majority
          of the Board of  Directors;  provided,  however,  that any  individual
          becoming a director of Providian  subsequent  to the date hereof whose
          election, or nomination for election by Providian's shareholders,  was
          approved  by a  vote  of at  least  a  majority  of the  directors  of
          Providian then  comprising the Incumbent  Board shall be considered as
          though  such  individual  were a member of the  Incumbent  Board,  but
          excluding,  for  this  purpose,  any  such  individual  whose  initial
          assumption  of  office  occurs  as a result  of  either  an  actual or
          threatened  election  contest  (as such term is used in Rule 14a-11 of
          Regulation 14A promulgated under the Exchange Act); or

               iii. A reorganization,  merger or consolidation,  with respect to
          which, in each case, all or  substantially  all of the individuals and
          entities  who  were  the  beneficial  owners,  respectively,   of  the
          Outstanding Common Stock and Outstanding Voting Securities immediately
          prior  to  such  reorganization,   merger  or  consolidation  do  not,
          following such reorganization,  merger or consolidation,  beneficially
          own, directly or indirectly, more than 60% of, respectively,  the then
          Outstanding  Common  Stock and the  combined  voting power of the then
          Outstanding  Voting  Securities  entitled  to  vote  generally  in the
          election  of  directors,  as the  case  may  be,  of  the  corporation
          resulting  from  such  reorganization,   merger  or  consolidation  in
          substantially  the same  proportions as their  ownership,  immediately
          prior  to  such   reorganization,   merger  or  consolidation  of  the
          Outstanding  Common Stock and Outstanding  Voting  Securities,  as the
          case may be; or

               iv. (A) approval by the  shareholders  of Providian of a complete
          liquidation  or  dissolution  of  Providian  or (B) the  sale or other
          disposition  of all or  substantially  all of the assets of Providian,
          other than to a corporation, with respect to which following such sale
          or  other  disposition,  more  than  60% of,  respectively,  the  then
          Outstanding  Common Stock of such  corporation and the combined voting
          power of the then  Outstanding  Voting  Securities of such corporation
          entitled  to vote  generally  in the  election  of  directors  is then
          beneficially  owned,  directly or indirectly,  by all or substantially
          all of the  individuals  and entities who were the beneficial  owners,
          respectively,  of the Outstanding  Common Stock and Outstanding Voting
          Securities  immediately  prior to such  sale or other  disposition  in
          substantially  the same  proportion  as their  ownership,  immediately
          prior to such sale or other  disposition,  of the  Outstanding  Common
          Stock and Outstanding Voting Securities, as the case may be.

          c. "Code" shall mean the Internal Revenue Code of 1986, as amended.

          d.  "Committee"  shall mean the  committee  appointed  by the Board of
     Directors to administer this Plan which shall include two or more directors
     of Providian who are  "nonemployee  directors"  (within the meaning of Rule
     16b-3  promulgated under the Exchange Act) and shall include only directors
     who are "outside  directors" within the meaning of Treasury  Regulation ss.
     1.162-27 (or any successor provision) promulgated under the Code.

          e. "Common Stock" shall mean the shares of  Providian's  common stock,
     par value $0.01 per share,  and any other  shares of common stock from time
     to time authorized pursuant to Providian's Certification of Incorporation.

          f. "Consultant" shall mean any person,  including an advisor,  engaged
     by the Company to render  consulting  services and who is  compensated  for
     such services.

          g.   "Disability"   shall  mean  when  a  Participant   is  considered
     permanently  disabled  under a disability  insurance  policy carried by the
     Company,  or,  if no  such  policy  is  carried  by  the  Company,  when  a
     Participant  is  permanently  and  totally  disabled  within the meaning of
     Section 22(e)(3) of the Code.

          h. "Employee" shall mean an individual who is a key salaried  employee
     of the Company.

          i. "Exchange  Act" shall mean the Securities  Exchange Act of 1934, as
     amended.

          j.  "Grantor  Trust" shall mean a revocable  inter vivos grantor trust
     established for the benefit of a Participant and such Participant's spouse,
     children,  stepchildren or  grandchildren  (whether adopted or natural) and
     described in Sections 671 through 679 of the Code.

          k. "Incumbent  Board" shall mean those individuals who, on the date of
     the adoption of this Plan by the Board of Directors,  constitute  the Board
     of Directors.

          l. "Non-Employee Director" shall mean a member of either (i) the Board
     of  Directors or (ii) a  Subsidiary  Board of Directors  who is not also an
     Employee.

          m. "Nonrestricted  Stock" shall mean shares of Common Stock granted to
     a Participant pursuant to this Plan which are not Restricted Stock.

          n. "Outstanding  Common Stock" shall mean the then outstanding  shares
     of Common Stock.

          o.  "Outstanding  Voting  Securities"  shall mean the then outstanding
     voting  securities of Providian  entitled to vote generally in the election
     of directors of Providian.

          p.  "Participants"  shall mean (i)  Employees  who are selected by the
     Board of  Directors  or the  Committee  to  participate  in the Plan,  (ii)
     Consultants  who are selected by the Board of Directors or the Committee to
     participate in the Plan and (iii)  Non-Employee  Directors who are selected
     by the Board of Directors or the Committee to participate in the Plan.

          q.  "Plan"  shall  mean this Stock  Ownership  Plan as the same may be
     amended from time to time.

          r.  "Restricted  Period"  shall  have the  meaning  given such term in
     Section 10.

          s. "Restricted  Stock" shall mean Common Stock which is subject to the
     restrictions provided for in Section 9.

          t.  "Retirement"  shall mean retirement by a Participant in accordance
     with the terms of the Company's retirement plans.

          u.  "Subsidiary  Board of Directors" shall mean any board of directors
     of any subsidiary of Providian.

          v. "Value" shall be the mean between the highest and lowest sale price
     of the Common Stock as reflected on the  consolidated  tape of the New York
     Stock Exchange issues on the date of a grant hereunder;  provided, however,
     that if no shares of Common Stock were sold on such date, the determination
     shall be made as of the last immediately preceding date on which the shares
     of the Common Stock were sold.

     3. Eligibility and Participation. Persons eligible to receive Nonrestricted
Stock and Restricted  Stock under this Plan shall be (a) those Employees who are
selected by the Board of Directors or the Committee to  participate in the Plan,
(b)  those  Consultants  who are  selected  by the  Board  of  Directors  or the
Committee to participate in the Plan, and (c) those persons who are Non-Employee
Directors  who are  selected  by the  Board of  Directors  or the  Committee  to
participate  in  the  Plan.  In  determining  the  Employees,   Consultants,  or
Non-Employee Directors who shall become Participants,  the Board of Directors or
the Committee shall take into account the duties of the Employees,  Consultants,
or  Non-Employee  Directors,  their  present and potential  contribution  to the
success of the Company,  such other  factors as it deems  relevant in connection
with  accomplishing  the purposes of this Plan. A Participant who has previously
been granted  Nonrestricted  Stock and Restricted Stock pursuant to the terms of
this Plan may be granted additional  Nonrestricted Stock and Restricted Stock as
the Board of Directors or the Committee shall determine in its sole  discretion.
The Board of  Directors or the  Committee,  from time to time,  may  designate a
defined class of Employees,  Consultants, or Non-Employee Directors who shall be
eligible  to  participate  in the Plan and  specify  the terms  under which such
Participants  may  receive  shares of Common  Stock  hereunder  by  adopting  an
appendix to the Plan or adopting  modifications  or  amendments  to any existing
appendix,  provided that the adoption of  appendices  shall not be the exclusive
means of  determining  participation.  Any  appendices  so adopted  shall be and
hereby are incorporated by this reference as part of this Plan.

     4. Shares Subject to the Plan.  Subject to the adjustments  provided for in
Section 11, the aggregate  number of shares of Common Stock which may be granted
under this Plan shall not exceed 4 million shares. Restricted Stock issued under
this Plan which is later  forfeited  pursuant  to Section 9 may again be granted
under this Plan.  The Common  Stock to be offered  under this Plan may be shares
held by the Company in its treasury, shares previously forfeited under the terms
of this Plan or newly issued shares.

     5.  Administration.  This  Plan  shall be  administered  by the  Committee.
Subject to the provisions of this Plan and the requirements of Section 162(m) of
the Code and such orders or resolutions not inconsistent  with the provisions of
this Plan as made from time to time by the  Board of  Directors,  the  Committee
shall have sole and complete authority with respect to the following:

          a.  Selection of Participants;

          b.  Determining the number of shares,  times,  Restricted  Periods and
     other terms and conditions of grants hereunder;

          c. Adopting, amending and rescinding such rules and regulations as, in
     its opinion, may be advisable for the administration of this Plan;

          d. Construing and  interpreting  this Plan and any related  documents;
     and

          e. Making all other determinations  deemed advisable and necessary for
     the  administration  of this Plan such that this Plan  operates in the best
     interest of the Company for the purposes set forth herein.

     All decisions and  determinations  made by the Committee shall be final and
binding upon all Participants.  Notwithstanding the foregoing provisions of this
Section 5, the Board of  Directors  shall have full power and  authority to take
any action that may be taken by the Committee hereunder.

     6.  Discretionary  Nonrestricted  Stock  Grants.  From  time to  time,  the
Committee shall determine those Participants to whom  Nonrestricted  Stock shall
be granted and the amount of the  Nonrestricted  Stock to be granted to each. In
no event, however,  shall the aggregate Value of the Nonrestricted Stock granted
to any  Employee  Participant  under  this  Plan in any year  exceed  25% of the
Employee  Participants'  total  incentive by the Participant  under  Providian's
Management  Incentive Plan. In determining the amount of the Nonrestricted Stock
to be granted to Employee  Participants,  the Committee  shall take into account
the past  performance of such Employee  Participant and such additional items as
it shall deem  appropriate,  including,  but not  limited  to, the salary of the
Employee,  the other  benefits  being  received by the Employee from the Company
(including amounts received or to be received under any incentive or bonus plans
of the Company),  the position of the Employee and the Employee's  potential for
ongoing contribution to the success of the Company.

     7.   Restricted Stock Grants.

          a. All Participants who receive Nonrestricted Stock grants in any year
     also shall receive a matching  Restricted Stock grant at the same time. The
     amount of the matching  Restricted  Stock grant shall be  determined by the
     Committee  and  shall  be a  percentage  (which  shall  be the same for all
     Employee   Participants)   of  the   corresponding   number  of  shares  of
     Nonrestricted  Stock,  but in no event may the number of shares of matching
     Restricted  Stock  granted to an  Employee  Participant  exceed 200% of the
     corresponding  number of  shares  of  Nonrestricted  Stock  granted  to the
     Employee Participant.

          b. The  Committee,  in its  discretion,  also  may make  discretionary
     Restricted  Stock grants to Employee  Participants  under this Section 7.b.
     Such  discretionary  grants may be made only (i) for use as a hiring bonus,
     (ii)  as a  reward  for  extraordinary  performance  or  (iii)  to  provide
     additional  incentives  for  future  performance.  Any grant of  additional
     Restricted Stock to Employee Participants pursuant to this Section 7.b will
     depend on  achievement  by the Company  and/or the Employee  Participant of
     performance  objectives  established  by the  Committee.  Such  performance
     objectives  shall be established  within 90 days after the  commencement of
     the period to which the  performance  objectives  relate.  The  performance
     objectives with respect to any performance  periods shall be based upon the
     Company's earnings, earnings per share, revenue, expenses, margin or return
     on  equity,  as well as any  individual  performance  objectives  which the
     Committee may  establish,  and shall be  calculated in accordance  with the
     formula  established for such performance  period. An Employee  Participant
     shall only be entitled to receive a grant of  additional  Restricted  Stock
     pursuant to this  Section  7.b upon  attainment  by the Company  and/or the
     Employee  Participant of the pre-established  performance  objectives.  The
     Committee  shall  certify  in  writing  before  any  additional  shares  of
     Restricted  Stock are issued with respect to a performance  period that the
     performance  objectives  for such period have been  satisfied.  In no event
     shall the  Committee  grant to any Employee  Participant  in any year under
     this Section 7.b a number of shares of Restricted Stock exceeding  184,641.
     All shares of Restricted  Stock granted  pursuant to the provisions of this
     Section  7.b  shall  be  subject  to all of the  provisions  of  this  Plan
     applicable to Restricted Stock.

          c. The Board of  Directors  or the  Committee  may make  discretionary
     Restricted  Stock  grants to  Participants  under this  Section  7.c.  Such
     discretionary  grants  may be made based on such  criteria  as the Board of
     Directors or the Committee determines to be appropriate,  which may include
     (i)  for  use  as a  hiring  bonus,  (ii)  as a  reward  for  extraordinary
     performance   or  (iii)  to  provide   additional   incentives  for  future
     performance;  provided  that no grants of  Restricted  Stock may be made to
     Employee  Participants  under this Section 7.c based directly or indirectly
     on the  attainment  of, or failure to attain,  any  performance  objectives
     established  with respect to  Restricted  Stock grants  pursuant to Section
     7.b; and provided  further that Restricted  Stock grants under this Section
     7.c may not be made to any Employee  Participant  within one year after the
     close  of any  performance  period  with  respect  to  which  the  Employee
     Participant has received a grant pursuant to Section 7.b. In no event shall
     the Board of Directors or the Committee  grant in excess of 150,000  shares
     of Restricted  Stock to any Participant in any year under this Section 7.c.
     Restricted Stock granted to all  Participants  pursuant to this Section 7.c
     shall be  subject  to all of the  provisions  of this  Plan  applicable  to
     Restricted  Stock,  provided  that the Board of Directors or the  Committee
     shall  establish  the terms of the  Restricted  Period  applicable  to such
     Restricted Stock for purposes of Section 10.

8.   Provisions Applicable to Nonrestricted Stock.

     a. At the  time  Nonrestricted  Stock  is  granted  to a  Participant,  the
appropriate  number  of  shares  of  Nonrestricted  Stock  shall be  issued  and
registered in the name of such Participant, but such shares shall be held by the
Company or its agent for the account of such Participant.

     b.  Notwithstanding  the fact  that the  Company  or its agent may hold the
shares  representing  the  Nonrestricted  Stock  granted  to  Participants,  the
Participants  shall  have  all  of the  rights  of a  holder  of  Common  Stock,
including,  but not limited to, the right to vote such shares and to receive all
distributions with respect to such shares.

     c. Upon the  request  of a  Participant,  the  Company  or its  agent  will
transfer, or cause to be transferred,  the shares of Nonrestricted Stock granted
to such Participant in accordance with instructions  provided by the Participant
as  soon as  reasonably  practicable  following  receipt  of such  instructions;
provided,  however, that the transfer of such shares, other than a transfer to a
Grantor   Trust,   shall  result  in  the   forfeiture  of  such   Participant's
corresponding  shares of Restricted  Stock to the extent  provided in Section 9.
Upon the  termination of a Participant's  service as an Employee,  Consultant or
Non-Employee  Director, all of the shares of Nonrestricted Stock granted to such
Participant  shall be  transferred  to such  Participant  as soon as  reasonably
practicable.

9.   Provisions Applicable to Restricted Stock.

     a. At the  time  Restricted  Stock  is  granted  to a  Participant,  shares
representing  the  appropriate  number of shares of  Restricted  Stock  shall be
issued and registered in the name of such Participant, but during the Restricted
Period such shares of Restricted Stock shall be held by the Company or its agent
for the  account  of such  Participant.  As a  condition  to the  receipt of any
certificates  representing  a Restricted  Stock  grant,  the  Participant  shall
deliver to the Company stock powers duly  endorsed in blank by the  Participant.
Any  certificates  representing  the Restricted  Stock held by the Company shall
bear the following legend: "The sale or other transfer of the shares represented
by this certificate is subject to certain  restrictions on transfer set forth in
the  Providian  Financial  Corporation  Stock  Ownership  Plan and the  rules of
administration adopted pursuant thereto. A copy of such Stock Ownership Plan and
the rules  adopted  pursuant  thereto  may be  obtained  from the  secretary  of
Providian Financial Corporation."

     b. During the Restricted  Period,  until such time as the  Participant  has
forfeited the Participant's rights to the Restricted Stock,  notwithstanding the
fact that the Company or its agent may hold the shares  representing  the shares
of Restricted Stock granted to Participants,  the Participants shall have all of
the rights of a holder of Common Stock, including,  but not limited to the right
to vote such  shares  and to  receive  all  distributions  with  respect to such
shares.

     c. The  Restricted  Stock  shall be subject to the  following  restrictions
during the Restricted Period (unless otherwise provided by the Committee):

          i. None of the Restricted Stock may be sold,  exchanged,  transferred,
     assigned, pledged or otherwise encumbered or disposed of by the Participant
     during the Restricted Period. Notwithstanding the foregoing, the Committee,
     in its sole discretion, may provide that the Participant shall be permitted
     to  transfer  shares of  Restricted  Stock to a Grantor  Trust  within  the
     meaning of Section 2.j, subject to the following:

               (A) The  trustee of such  Grantor  Trust (the  "Trustee")  shall,
          prior to  obtaining  possession  of shares of such  Restricted  Stock,
          acknowledge  in writing that the Grantor  Trust and all  beneficiaries
          thereunder  are bound by the  terms of this Plan and that the  Trustee
          shall make no further transfers other than as provided herein;

               (B) As a condition  of the  transfer to the  Grantor  Trust,  the
          Trustee must certify that the Grantor  Trust  qualifies as a revocable
          inter vivos  grantor  trust within the meaning of Section 2.j and must
          provide a copy of the Grantor Trust document to the Company;

               (C) The Company, in its sole discretion,  shall determine whether
          the  proposed  transferee  qualifies  as a Grantor  Trust  within  the
          meaning of Section  2.j,  and any  transfer of  Restricted  Stock to a
          transferee other than a Grantor Trust shall be void; and

               (D) Grants of Restricted  Stock made prior to June 23, 1998 shall
          be  transferable  to a  Grantor  Trust if the  Committee,  in its sole
          discretion,  so provides  and the  affected  Participant,  pursuant to
          Section 13, consents.

          ii.  If  an  Employee  Participant  ceases  to  be  an  Employee  or a
     Consultant  ceases  to  provide  services  to  the  Company  prior  to  the
     expiration or other  termination  of the Restricted  Period,  other than by
     reason of death, Disability or Retirement, or if a Non-Employee Director is
     removed from the Board of Directors or a Subsidiary  Board of Directors for
     cause (as determined by the disinterested members of the Board of Directors
     or such  Subsidiary  Board of  Directors),  any shares of Restricted  Stock
     granted to such Participant  which are still subject to restrictions  shall
     be forfeited and all rights of the  Participant  to such  Restricted  Stock
     shall terminate without further obligation on the part of the Company.

          iii.  If the  Participant  requests  the  transfer  of any  shares  of
     Nonrestricted  Stock,  other than to a Grantor Trust,  and such transfer is
     completed  by  the  Company  or  its  agent,   all  or  a  portion  of  any
     corresponding  shares of matching Restricted Stock shall be forfeited,  and
     all rights of such  Participant  to such  matching  Restricted  Stock shall
     terminate without further obligation on the part of the Company. The number
     of shares of matching  Restricted Stock to be forfeited shall be designated
     by the Committee at the time of the grant.

10.  Restricted Period.

     a. The term  "Restricted  Period" shall mean the period  established by the
Committee at the time the Restricted Stock is granted to the  Participant.  Such
"Restricted  Period" may be defined by the passage of time,  the  achievement of
performance goals or any other criteria deemed appropriate by the Committee.

     b.  Notwithstanding any other provisions of this Plan to the contrary,  the
following shall apply (unless otherwise provided by the Committee):

          i. Following the occurrence of a Change in Control,  all  restrictions
     applicable  to any  Restricted  Stock shall  terminate  as to any shares of
     Restricted Stock which are still subject to restriction and all such shares
     shall be immediately distributed.

          ii.  If  an  Employee  Participant  ceases  to  be  an  Employee  or a
     Consultant  Participant  ceases  to be a  Consultant  by  reason  of death,
     Disability  or  Retirement,  or a  Non-Employee  Director  ceases  to  be a
     director  for any  reason  other  than  for  cause  (as  determined  by the
     disinterested  members of the Board of Directors  or a Subsidiary  Board of
     Directors),  then with  respect  to each  grant of  Restricted  Stock,  the
     Restricted  Period  shall  terminate as to any shares of  Restricted  Stock
     which  are still  subject  to  restrictions  and all such  shares  shall be
     immediately distributed.

     c. At the end of the  applicable  Restricted  Period  with  respect  to any
shares of Restricted  Stock,  or at such earlier time as otherwise  provided for
herein,  all restrictions with respect to such Restricted Stock shall terminate,
the  Participant  shall  become  vested  with  respect  to such  shares  and the
appropriate  number  of shares of Common  Stock,  free of  restriction  shall be
transferred  as soon as  practicable  to the  Participant  or the  Participant's
beneficiary or estate, as the case may be.

11.  Changes in Capitalization.

     a. In the event of any change in corporate capitalization,  such as a stock
split,  or a  corporate  transaction,  such  as  any  merger,  consolidation  or
reorganization  (within the meaning of Section 368 of the Code),  or any partial
or complete  liquidation  of Providian,  the Committee or the Board of Directors
may make such  substitution  or adjustments in the aggregate  number and kind of
stock or other  securities or property  reserved for issuance under the Plan, in
the  number  and kind of  stock  or other  securities  or  property  subject  to
outstanding   awards  granted  under  the  Plan  and/or  such  other   equitable
substitution  or  adjustments  as it may determine to be appropriate in its sole
discretion;  provided,  however,  that the number of shares subject to any award
shall always be a whole number.

     b. If any shares of Common Stock are received by a Participant by reason of
the Common Stock owned by such  Participant  pursuant to the terms of this Plan,
and (i) if the shares of  Nonrestricted  Stock with respect to which  additional
Common Stock was  received is then held by the Company or its agent,  the shares
representing  such  additional  shares of Common Stock shall likewise be held by
the Company or its agent and shall, for all purposes of this Plan, be considered
Nonrestricted  Stock,  or (ii) if such  additional  shares of  Common  Stock are
received  with respect to Restricted  Stock,  such  additional  shares of Common
Stock shall,  for all purposes of this Plan,  be  considered  Restricted  Stock,
subject to the same  restrictions as the Restricted  Stock with respect to which
they were received.

     12.  Designation of  Beneficiary.  A Participant  may designate a person or
persons to receive, in the event of the Participant's death, any rights to which
the Participant  would be entitled under this Plan. Such a designation  shall be
made in writing and filed with the Committee.  A beneficiary  designation may be
changed or revoked by a Participant at any time by filing a written statement of
such change or revocation  with the  Committee.  If a  Participant  dies without
having filed a beneficiary designation,  or if a Participant's  beneficiary does
not survive the Participant, then the Participant's estate shall be deemed to be
the Participant's beneficiary.

     13. Amendment and  Discontinuance.  The Board of Directors or the Committee
may discontinue, amend, alter or suspend this Plan. Any amendment or termination
of this Plan shall not apply with  respect to shares of  Nonrestricted  Stock or
Restricted Stock previously  granted,  which shares shall continue to be subject
to the terms and  conditions  of this Plan in effect on the date of the grant of
the  Nonrestricted  Stock or Restricted Stock,  unless the affected  Participant
consents.

     14. No  Granting  of  Rights.  Neither  this  Plan,  nor any  action  taken
hereunder,  shall be deemed as giving any Employee,  Consultant or  Non-Employee
Director the right to become a Participant. Additionally, nothing in the Plan or
any  instrument  executed  pursuant  thereto  shall  confer  upon any  Employee,
Non-Employee  Director or Consultant  any right to continue in the employ of the
Company (or to continue  acting as a Director or Consultant) or shall affect the
right of the Company to terminate  the  employment of any Employee or remove any
Director,  with or  without  cause,  or to  terminate  the  relationship  of any
Consultant.

     15. Nontransferability. Except as provided in Sections 8.c and 9.c above, a
Participant's  rights under this Plan may not be assigned,  pledged or otherwise
transferred; provided, however, that upon a Participant's death, a Participant's
rights may be transferred to the Participant's designated beneficiary, or in the
absence of such designation, by will or the laws of descent and distribution.

     16.  Withholding.  The  Company  shall have the right to deduct or withhold
from any  payment  owed to a  Participant  by the  Company  any amount  which is
necessary  in order to satisfy  any  withholding  requirement  which the Company
believes is imposed upon it with respect to any Federal, state or local taxes as
the result of the issuance of, or lapse of restriction on,  Nonrestricted  Stock
or Restricted  Stock,  or otherwise  require a Participant to make provision for
payment  of any such  withholding  amount.  Subject  to such  conditions  as the
Committee  may  establish  from time to time,  a  Participant  may elect to have
Restricted Stock otherwise issuable upon a grant hereunder  withheld,  or tender
back to the Company Restricted Stock granted hereunder,  in order to satisfy all
or a portion of the taxes required to be withheld or otherwise deducted and paid
by the Company.

     17. Securities Compliance.  This Plan and its administration is intended to
comply  with Rule 16b-3  promulgated  under the  Exchange  Act. In the event any
provision  or  administration  of this  Plan is deemed  not to comply  with Rule
16b-3, such provision or administration shall be deemed to be void ab initio and
of no force and effect. All Common Stock granted under this Plan shall be issued
only in compliance with all applicable securities laws, rules and regulations of
the  Securities  and  Exchange  Commission,  state Blue Sky laws and  applicable
listing  requirements  of any national  securities  exchange on which the Common
Stock is listed.  The Committee  may impose such  conditions,  restrictions  and
limitations as it may deem necessary and  appropriate to assure  compliance with
the foregoing.

     18.  Governing  Law.  This Plan  shall be  governed  by, and  construed  in
accordance  with,  the  laws of the  state of  Delaware  without  regard  to its
conflict of laws rules.

     19. Effective Date. This Plan shall become effective on June 23, 1998.