PROVIDIAN FINANCIAL CORPORATION
                              STOCK OWNERSHIP PLAN

                      As Amended and Restated June 4, 1997
                            As Amended August 7, 1997


     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 4, 1997.

     (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 key employees of 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 key employees 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 shares of 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 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 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 the Company
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 Proposed Treasury Regulation  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.  "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.

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

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

     i. "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.

     j.  "Non-Employee  Director"  shall mean a member of the Board of Directors
who is not also an Employee.

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

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

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

     n.  "Participants"  shall  mean  (i)  Employees  who  are  selected  by the
Committee to participate in the Plan and (ii) all Non-Employee Directors.

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

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

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

     r.  "Retirement"  shall mean retirement by a Participant in accordance with
the terms of the Company's retirement plans.

     s.  "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
and (b)  those  persons  who are  Non-Employee  Directors.  In  determining  the
Employees who shall become Participants, the Board of Directors or the Committee
shall take into account the duties of the Employees, 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. An Employee
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 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  the
Corporation's  Management Incentive Compensation 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  100,000  multiplied by the "Ratio," as that term is defined in
that certain  Employee  Benefits  Agreement  entered into in connection with the
distribution  by Parent to its  shareholders  of the Common  Stock of  Providian
pursuant to the Agreement and Plan of Distribution  dated December 28, 1996 (the
"Distribution").  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 Employee  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,
certificates  representing  the  appropriate  number of shares of  Nonrestricted
Stock shall be registered in the name of such Participant, but such certificates
shall be held by the Company for the account of such Participant.

     b.  Notwithstanding  the  fact  that  the  Company  shall  retain  physical
possession of the certificates  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  will  deliver  the
certificates  representing  the shares of  Nonrestricted  Stock  granted to such
Participant as soon as reasonably practicable following receipt of such request;
provided,  however,  that the delivery of such certificates  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 employment of an Employee
Participant,  the  certificates  representing all of the shares of Nonrestricted
Stock granted to such Employee  Participant  shall be delivered to such Employee
Participant as soon as reasonably practicable.

     9. Provisions Applicable to Restricted Stock.

     a. At the time Restricted  Stock is granted to a Participant,  certificates
representing  the  appropriate  number of shares of  Restricted  Stock  shall be
registered in the name of such Participant, but during the Restricted Period the
certificates  representing  such shares of Restricted Stock shall be held by the
Company for the account of such Participant.  As a condition to the receipt of a
Restricted  Stock grant,  the  Participant  shall  deliver to the Company  stock
powers duly endorsed in blank by the Participant.  The 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  shall  retain  physical  possession  of the  certificates
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.

          ii. If an Employee  Participant  ceases to be an Employee 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  for  cause  (as  determined  by the
     disinterested members of the 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  any  Nonrestricted  Stock  certificates  are  requested  and
     delivered to a Participant, 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:

          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
     certificates representing such shares shall be immediately distributed.

          ii. If an Employee  Participant  ceases to be an Employee 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), then with respect to each
     grant of Restricted Stock, the Restricted Period shall terminate only as to
     those shares of  Restricted  Stock with the shortest  remaining  Restricted
     Period and any remaining  shares of  Restricted  Stock with respect to such
     grant be forfeited.

     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 certificates
for the  appropriate  number of shares of Common Stock,  free of restriction and
without  the  legend  provided  for  hereunder,  shall be  delivered  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,  he
definition  of such term in Section  368 of the Code) or any partial or complete
liquidation  of the Company,  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 certificates  representing the shares of Nonrestricted Stock with
respect  to which  additional  Common  Stock  was  received  is then held by the
Company,  the certificates  representing  such additional shares of Common Stock
shall likewise be held by the Company 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 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 or Board member the right to
become a Participant,  nor shall a Nonrestricted Stock grant or Restricted Stock
employment by the Company or Board membership.  The Company  expressly  reserves
the right to  terminate,  whether  by  dismissal,  discharge  or  otherwise,  an
Employee's  employment  at any  time,  with  or  without  cause,  except  as may
otherwise  be  provided  by any  written  agreement  between the Company and the
Employee.

     15.  Nontransferability.  A Participant's rights under this Plan may not be
assigned,  pledged or otherwise  transferred,  except 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 the date of the
Distribution.