MONTGOMERY FINANCIAL CORPORATION

                      1997 STOCK OPTION AND INCENTIVE PLAN

         1. Plan  Purpose.  The purpose of the Plan is to promote the  long-term
interests  of the  Corporation  and its  stockholders  by  providing a means for
attracting  and retaining  directors,  advisory  directors,  directors  emeriti,
officers and employees of the  Corporation  and its  Affiliates.  It is intended
that  designated  Options  granted  pursuant to the  provisions  of this Plan to
persons  employed by the Corporation or its Affiliates will qualify as Incentive
Stock  Options.  Options  granted  to  persons  who  are not  employees  will be
Non-Qualified  Stock  Options.  Options  granted as Incentive  Stock Options but
which,  for any  reason,  fail to  qualify as such  shall  automatically  become
Non-Qualified Stock Options.

         2. Definitions. The following definitions are applicable to the Plan:

         "Affiliate"   -  means  any   "parent   corporation"   or   "subsidiary
corporation" of the Corporation, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.

         "Association" - means Montgomery Savings, A Federal Association and any
successor entity.

         "Award" - means the grant of an Incentive Stock Option, a Non-Qualified
Stock Option, a Stock Appreciation  Right, a Limited Stock Appreciation Right or
any combination thereof, as provided in the Plan.

         "Code" - means the Internal Revenue Code of 1986, as amended.

         "Committee" - means the Committee referred to in Section 3 hereof.

         "Continuous  Service"  -  means  the  absence  of any  interruption  or
termination  of service as a director,  advisory  director,  director  emeritus,
officer or employee of the  Corporation  or an Affiliate,  except that when used
with  respect to any Options  which at the time of exercise  are  intended to be
Incentive   Stock  Options,   continuous   service  means  the  absence  of  any
interruption  or termination of service as an employee of the  Corporation or an
Affiliate.  Service  shall  not be  considered  interrupted  in the case of sick
leave,  military leave or any other leave of absence approved by the Corporation
or in the case of transfers  between  payroll  locations of the  Corporation  or
between the Corporation,  its parent,  its  subsidiaries or its successor.  With
respect to any advisory director or director emeritus,  continuous service shall
mean availability to perform such functions as may be required of such persons.

         "Conversion  and   Reorganization"   -  means  (i)  the  conversion  of
Montgomery  Mutual Holding  Company from mutual form to a federal  interim stock
savings  association  and its merger  into the  Association  and (ii) the merger
transaction  pursuant  to which  the  Association  will  become  a wholly  owned
subsidiary of the Corporation.

         "Corporation"  - means  Montgomery  Financial  Corporation,  an Indiana
corporation.

         "Employee" - means any person,  including an officer or director, ,,who
is employed by the Corporation or any Affiliate.

         "ERISA" - means the Employee Retirement Income Security Act of 1974, as
amended.
<PAGE>
         "Exercise  Price" - means (i) in the case of an  Option,  the price per
Share at which the Shares  subject to such Option may be purchased upon exercise
of such Option and (ii) in the case of a Right,  the price per Share (other than
tile  Market  Value per Share on the date of  exercise  and the Offer  Price per
Share as  defined  in  Section  10 hereof)  which,  upon  grant,  the  Committee
determines  shall  be  utilized  in  calculating  the  aggregate  value  which a
Participant shall be entitled to receive pursuant to Sections 9, 10 or 12 hereof
upon exercise of such Right.

         "Incentive  Stock Option" - means an option to purchase  Shares -ranted
by  the  Committee  pursuant  to  Section  6  hereof  which  is  subject  to the
limitations  and  restrictions  of Section 8 hereof and is  intended  to qualify
under Section 422(b) of the Code.  "Limited Stock Appreciation  Right" - means a
stock  appreciation  right  with  respect  to Shares  granted  by the  Committee
pursuant to Sections 6 and 10 hereof

         "Market  Value" - means the  average of the high and low  quoted  sales
price on the date in question (or, if there is no reported sale on such date, on
the last  preceding  date on which any reported sale occurred) of a Share on the
Composite  Tape for the New York Stock  Exchange-Listed  Stocks,  or, if on such
date the  Shares  are not quoted on the  Composite  Tape,  on the New York Stock
Exchange,  or, if the  Shares  are not  listed or  admitted  to  trading on such
Exchange,  on the principal United States securities  exchange  registered under
the  Securities  Exchange Act of 1934 on which the Shares are listed or admitted
to trading,  or, if the Shares are not listed or admitted to trading on any such
exchange,  the mean between the closing high bid and low asked  quotations  with
respect to a Share on such date on the NASDAQ System, or any similar system then
in use, or, if no such  quotations are available,  the fair market value on such
date of a Share as the Committee shall determine

         "Non-Employee  Director" - means a director who a) is not  currently an
officer or  employee  of the  Corporation;  b) is not a former  employee  of the
Corporation who receives  compensation for prior services (other than from a tax
qualified  retirement plan); c) has not been an officer of the Corporation;  it)
does not receive remuneration from the Corporation in any capacity other than as
a director;  and a) does not possess an interest in any other transactions or is
not engaged in a business  relationship  for which  disclosure would be required
under Item 404(a) or (b) of Regulation S-K.

         "Non-Qualified  Stock  Option"  - means an option  to  purchase  Shares
granted by the  Committee  pursuant to Section 6 hereof which is not intended to
qualify under Section 422(b) of the Code.

         "Option" - means an  Incentive  Stock Option or a  Non-Qualified  Stock
Option.

         "Participant"  -  means  any  director,   advisory  director,  director
emeritus,  officer  or  employee  of the  Corporation  or any  Affiliate  who is
selected by the Committee to receive an Award.

         "Plan"  -  means  the  1997  Stock  Option  and  Incentive  Plan of the
Corporation.

         "Related" - means (i) in the case of a Right,  a Right which is granted
in connection with, and to the extent exercisable,  in whole or in part, in lieu
of, an Option or another Right and (ii) in the case of an Option, an Option with
respect to which and to the extent a Right is exercisable,  in whole or in part,
in lieu thereof has been granted.
<PAGE>
         "Right"  -  means  a  Limited  Stock  Appreciation  Right  or  a  Stock
Appreciation Right.

         "Shares" - means the shares of common stock of the Corporation.

         "Stock  Appreciation  Right" - means a stock  appreciation  right  with
respect to Shares granted by the Committee pursuant to Sections 6 and 9
hereof.

         "Ten Percent  Beneficial  Owner" - means the  beneficial  owner of more
than ten percent of any class of the Corporation's equity securities  registered
pursuant to Section 12 of the Securities Exchange Act of 1934.

         3.  Administration.  The Plan  shall  be  administered  by a  Committee
consisting  of two or  more  members,  each  of  whom  shall  be a  Non-Employee
Director.  The  members  of the  Committee  shall be  appointed  by the Board of
Directors of the Corporation. Except as limited by the express provisions of the
Plan, the Committee shall have sole and complete  authority and  discretion,  to
(i) select  Participants and grant Awards;  (ii) deter-mine the number of Shares
to be  subject to types of Awards  generally,  as well as to  individual  Awards
granted  under the Plan;  (iii)  determine the terms and  conditions  upon which
Awards shall be granted  tinder the Plan;  (iv)  prescribe the form and terms of
instruments  evidencing  such  grants;  and  (v)  establish  from  time  to time
regulations for the administration of the Plan, interpret the Plan, and make all
determinations deemed necessary or advisable for the administration of the Plan.

         A majority of the Committee shall constitute a quorum,  and the acts of
a majority of the  members  present at any meeting at which a quorum is present,
or acts  approved in writing by a majority of the  Committee  without a meeting,
shall be acts of the Committee.

         4.  Participation  in Committee  Awards.  The Committee may select from
time to time Participants in the Plan from those directors  (including  advisory
directors and directors  emeriti),  officers and employees of the Corporation or
its  Affiliates  who, in the opinion of the  Committee,  have the  capacity  for
contributing to the successful performance of the Corporation or its Affiliates.

         5. Shares  Subject to Plan.  Subject to  adjustment by the operation of
Section I I hereof,  the maximum  number of Shares with  respect to which Awards
may be made un ' der the Plan is 10% of the Shares issued in the  Conversion and
Reorganization   (excluding   Shares  issued  in  exchange  for  shares  of  the
Association). The Shares with respect to which Awards may be made under the Plan
may be either  authorized  and unissued  shares or issued  shares  heretofore or
hereafter  reacquired and held as treasury  shares.  Shares which are subject to
Related  Rights and Related  Options  shall be counted only once in  determining
whether the maximum number of Shares with respect to which Awards may be granted
under the Plan has been exceeded.  An Award shall not be considered to have been
made under the Plan with respect to any Option or Right which terminates and new
Awards may be granted  under the Plan with respect to the number of Shares as to
which such termination has occurred.

         6. General Terms and  Conditions  of Options and Rights.  The Committee
shall have full and  complete  authority  and  discretion,  except as  expressly
limited by the Plan, to grant Options and/or Rights and to provide the terms and
conditions  (which  need  not  be  identical  among  Participants)  thereof.  In
particular,  the Committee  shall  prescribe the following terms and conditions:
(i) the Exercise Price of any Option or Right,  which shall not be less than the
<PAGE>
Market  Value per Share at the date of grant of such  Option or Right,  (ii) the
number of Shares  subject to, and the  expiration  date of, any Option or Right,
which  expiration date shall not exceed ten years from the date of grant,  (iii)
the manner,  time and rate  (cumulative or otherwise) of exercise of such Option
or Right,  and (iv) the  restrictions,  if any, to be placed upon such Option or
Right or upon Shares which may be issued upon  exercise of such Option or Right.
No individual  shall be granted Awards in any calendar year with respect to more
than 25% of the total Shares subject to the Plan.

         Furthermore, at the time of any Award, the Participant shall enter into
an agreement with the Corporation in a form specified by the Committee, agreeing
to the  terms  and  conditions  of the  Award  and  such  other  matters  as the
Committee, in its sole discretion, shall determine (the "Option Agreement").

       7. Exercise of Options or Rights.

(a)    Except as  provided  herein,  an Option or Right  granted  under the Plan
       shall be exercisable  during the lifetime of the Participant to whom such
       Option or Right  was  granted  only by such  Participant  and,  except as
       provided in  paragraphs  (c) and (d) of this Section 7, no such Option or
       Right may be exercised unless at the time such Participant exercises such
       Option or Right, such Participant has maintained Continuous Service since
       the date of grant of such Option or Right.

(b)    To exercise an Option or Right under the Plan,  the  Participant  to whom
       such  Option  or Right  was  granted  shall  give  written  notice to the
       Corporation  in form  satisfactory  to the  Committee  (and,  if  partial
       exercises have been permitted by the Committee,  by specifying the number
       of Shares with respect to which such Participant  elects to exercise such
       Option or Right) together with full payment of the Exercise Price, if any
       and to the extent  required.  The date of  exercise  shall be the date on
       which such  notice is  received by the  Corporation.  Payment,  if any is
       required,  shall be made either (i) in cash (including  check, bank draft
       or money order) or (it) by  delivering  (A) Shares  already  owned by the
       Participant  and  having a fair  market  value  equal  to the  applicable
       exercise  price,  such  fair  market  value  to  be  determined  in  such
       appropriate  manner  as may be  provided  by the  Committee  or as may be
       required  in order to comply  with or to conform to  requirements  of any
       applicable  laws or  regulations,  or (B) a combination  of cash and such
       Shares.

(c)    If a  Participant  to whom an Option or Right was granted  shall cease to
       maintain  Continuous Service for any reason (excluding death,  disability
       and  termination  of employment by the  Corporation  or any Affiliate for
       cause),  such Participant may, but only within the period of three months
       immediately  succeeding  such  cessation of Continuous  Service and in no
       event after the  expiration  date of such Option or Right,  exercise such
       Option or Right to the  extent  that such  Participant  was  entitled  to
       exercise  such Option or Right at the date of such  cessation,  provided,
       however,  that such  right of  exercise  after  cessation  of  Continuous
       Service  shall  not  be  available  to a  Participant  if  the  Committee
       otherwise  determines  and so provides in the  applicable  instrument  or
       instruments   evidencing  the  grant  of  such  Option  or  Right.  If  a
       Participant  to whom an  Option  or  Right  was  granted  shall  cease to
       maintain Continuous Service by reason of death or disability then, unless
       the Committee shall have otherwise provided in the instrument  evidencing
<PAGE>
       the grant of an Option or Right,  all Options and Rights  granted and not
       fully exercisable shall become  exercisable in full upon the happening of
       such event and shall remain so exercisable  (i) in the event of death for
       the period  described in paragraph  (d) of this Section 7 and (ii) in the
       event of disability for a period of three months  following such date. If
       the  Continuous  Service of a Participant  to whom an Option or Right was
       granted by the Corporation is terminated for cause,  all rights under any
       Option or Right of such  Participant  shall expire  immediately  upon the
       effective date of such termination.

(d)    In the  event of the  death  of a  Participant  while  in the  Continuous
       Service of the  Corporation  or an  Affiliate  or within the  three-month
       period  refer-red  to in  paragraph  (c) of this Section 7, the person to
       whom any Option or Right held by the Participant at the time of his death
       is transferred by will or the laws of descent and distribution, or in the
       case of an Award  other than an  Incentive  Stock  Option,  pursuant to a
       qualified  domestic relations order, as defined in the Code or Title I of
       ERISA  or  the  rules  thereunder  may,  but  only  to  the  extent  such
       Participant  was entitled to exercise such Option or Right upon his death
       as provided in paragraph (c) above,  exercise such Option or Right at any
       time  within a period  of one year  succeeding  the date of death of such
       Participant,  but in no event later than ten years from the date of grant
       of such Option or Right.  Following the death of any  Participant to whom
       an Option was granted under the Plan, irrespective of whether any Related
       Right shall have  theretofore  been granted to the Participant or whether
       the person  entitled to exercise such Related Right desires to do so, the
       Committee  may, as an  alternative  means of  settlement  of such Option,
       elect to pay to the person to whom such Option is transfer-red by will or
       by the laws of  descent  and  distribution,  or in the case of an  Option
       other than an Incentive  Stock Option,  pursuant to a qualified  domestic
       relations  order, as defined in the Code or Title I of ERISA or the rules
       thereunder, the amount by which the Market Value per Share on the date of
       exercise of such Option shall  exceed the Exercise  Price of such Option,
       multiplied  by the number of Shares with  respect to which such Option is
       properly exercised.  Any such settlement of an Option shall be considered
       an exercise of such Option for all purposes of the Plan.

       8. Incentive  Stock Options.  Incentive Stock Options may be granted only
to  Participants  who are  Employees.  Any provision of the Plan to the contrary
notwithstanding,  (i) no  Incentive  Stock Option shall be granted more than ten
years  from the  date  the Plan is  adopted  by the  Board of  Directors  of the
Corporation  and no Incentive  Stock Option shall be  exercisable  more than ten
years from the date such  Incentive  Stock Option is granted,  (ii) the Exercise
Price of any Incentive  Stock Option shall not be less than the Market Value per
Share on the date such  Incentive  Stock Option is granted,  (iii) any Incentive
Stock Option shall not be transferable by the Participant to whom such Incentive
Stock  Option  is  granted  other  than  by  will or the  laws  of  descent  and
distribution,  and shall be exercisable during such Participant's  lifetime only
by such  Participant,  (iv) no  Incentive  Stock  Option shall be granted to any
individual who, at the time such Incentive  Stock Option is granted,  owns stock
possessing  more than ten  percent  of the total  combined  voting  power of all
classes of stock of the  Corporation or any Affiliate  unless the Exercise Price
of such Incentive  Stock Option is at least I 10 percent of the Market Value per
Share at the date of grant and such  Incentive  Stock Option is not  exercisable
after the expiration of five years from the date such Incentive  Stock Option is
granted,  and (v) the  aggregate  Market  Value  (determined  as of the time any
Incentive Stock Option is granted) of the Shares with respect to which Incentive
Stock  Options  are  exercisable  for the  first  time by a  Participant  in any
calendar year shall not exceed $ 100,000.
<PAGE>
       9. Stock  Appreciation  Rights A Stock Appreciation Right shall, upon its
exercise,  entitle the  Participant  to whom such Stock  Appreciation  Right was
granted to  receive a number of Shares or cash or  combination  thereof,  as the
Committee in its discretion shall determine, the aggregate value of which (i.e.,
the sum of the  amount of cash  and/or  Market  Value of such  Shares on date of
exercise)  shall  equal (as nearly as  possible,  it being  understood  that the
Corporation  shall not  issue any  fractional  shares)  the  amount by which the
Market  Value per Share on the date of such  exercise  shall exceed the Exercise
Price of such Stock Appreciation Right,  multiplied by the number of Shares with
respect of which such Stock  Appreciation  Right  shall have been  exercised.  A
Stock  Appreciation  Right  may be  Related  to an  Option  or  may  be  granted
independently  of any  Option as the  Committee  shall from time to time in each
case determine.  At the time of grant of an Option the Committee shall determine
whether and to what extent a Related Stock  Appreciation  Right shall be granted
with respect thereto, provided, however, and notwithstanding any other provision
of the Plan,  that if the  Related  Option is an  Incentive  Stock  Option,  the
Related  Stock  Appreciation  Right  shall  satisfy  all  the  restrictions  and
limitations of Section 8 hereof as if such Related Stock Appreciation Right were
an Incentive  Stock Option and as if other rights which are Related to Incentive
Stock Options were  Incentive  Stock Options.  In the case of a Related  Option,
such Related  Option shall cease to be  exercisable  to the extent of the Shares
with respect to which the Related Stock Appreciation  Right was exercised.  Upon
the exercise or termination of a Related Option,  any Related Stock Appreciation
Right  shall  terminate  to the extent of the Shares  with  respect to which the
Related Option was exercised or terminated.

       10. Limited Stock Appreciation  Rights. At the time of grant of an Option
or Stock  Appreciation  Right to any Participant,  the Committee shall have full
and  complete  authority  and  discretion  to also grant to such  Participant  a
Limited  Stock  Appreciation  Right  which is  Related  to such  Option or Stock
Appreciation Right, provided, however and notwithstanding any other provision of
the Plan, that if the Related Option is an Incentive  Stock Option,  the Related
Limited  Stock  Appreciation  Right  shall  satisfy  all  the  restrictions  and
limitations  of Section 8 hereof as if such Related  Limited Stock  Appreciation
Right  were an  Incentive  Stock  Option  and as if all other  Rights  which are
Related to Incentive Stock Options were Incentive Stock Options. Notwithstanding
any other  provision of the Plan, a Limited  Stock  Appreciation  Right shall be
exercisable only during the period beginning on the first day following the date
of expiration of any "offer" (as such term is hereinafter defined) and ending on
the forty-fifth day following such date.

       A Limited Stock Appreciation Right shall, upon its exercise,  entitle the
Participant to whom such Limited Stock Appreciation Right was granted to receive
an amount of cash equal to the  amount by which the "Offer  Price per Share" (as
such  term is  hereinafter  defined)  or the  Market  Value  on the date of such
exercise,  as shall have been provided by the Committee in its discretion at the
time  of  grant,   shall  exceed  the  Exercise  Price  of  such  Limited  Stock
Appreciation  Right,  multiplied  by the number of Shares with  respect to which
such  Limited  Stock  Appreciation  Right  shall have been  exercised.  Upon the
exercise  of a Limited  Stock  Appreciation  Right,  any Related  Option  and/or
Related Stock  Appreciation Right shall cease to be exercisable to the extent of
the Shares  with  respect to which such  Limited  Stock  Appreciation  Right was
exercised. Upon the exercise or termination of a Related Option or Related Stock
Appreciation Right, any Related Limited Stock Appreciation Right shall terminate
to the extent of the Shares with respect to which such Related Option or Related
Stock Appreciation Right was exercised or terminated.
<PAGE>
       For the  purposes  of this  Section 10, the term  "Offer"  shall mean any
tender  offer  or  exchange  offer  for  Shares  other  than  one  made  by  the
Corporation,  provided that the  corporation,  person or other entity making the
offer acquires  pursuant to such offer either (i) 25% of the Shares  outstanding
immediately  prior to the  commencement of such offer or (ii) a number of Shares
which,  together with all other Shares  acquired in any tender offer or exchange
offer (other than one made by the  Corporation)  which expired within sixty days
of the  expiration  date of the  offer in  question,  equals  25% of the  Shares
outstanding  immediately prior to the commencement of the offer in question. The
term "Offer  Price per Share" as used in this  Section 10 shall mean the highest
price per Share paid in any Offer  which  Offer is in effect any time during the
period  beginning on the sixtieth day prior to the date on which a Limited Stock
Appreciation  Right is  exercised  and ending on the date on which such  Limited
Stock Appreciation Right is exercised. Any securities or property which are part
or all of the  consideration  paid for  Shares in the  Offer  shall be valued in
determining the Offer Price per Share at the higher of (A) the valuation  placed
on such securities or property by the corporation, person or other entity making
such Offer or (B) the  valuation  placed on such  securities  or property by the
Committee.

       11.  Adjustments  Upon  Changes  in  Capitalization.  In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any  reorganization,  recapitalization,  stock split,  stock dividend,
combination or exchange of shares,  merger,  consolidation  or any change in the
corporate  structure or Shares of the Corporation,  the maximum aggregate number
and class of shares as to which  Awards  may be  granted  under the Plan and the
number,  class  and  exercise  price of  shares  with  respect  to which  Awards
theretofore have been granted under the Plan shall be appropriately  adjusted by
the Committee, whose determination shall be conclusive.

       12.  Effect  of Merge . In the  event  of any  merger,  consolidation  or
combination  of  the  Corporation   (other  than  a  merger,   consolidation  or
combination in which the Corporation is the continuing entity and which does not
result in the outstanding Shares being converted into or exchanged for different
securities,  cash or other property,  or any combination  thereof) pursuant to a
plan or agreement  the terms of which are binding upon all  stockholders  of the
Corporation (except to the extent that dissenting  stockholders may be entitled,
under  statutory  provisions  or  provisions  contained  in the  certificate  or
articles  of  incorporation,  to receive  the  appraised  or fair value of their
holdings),  any  Participant  to whom an Option or Right has been granted  shall
have the right  (subject to the  provisions  of the Plan and any  limitation  or
vesting  period  applicable to such Option or Right),  thereafter and during the
term of each such Option or Right,  to receive upon  exercise of any such Option
or Right an amount  equal to the excess of the fair market  value on the date of
such exercise of the securities, cash or other property, or combination thereof,
receivable upon such merger,  consolidation or combination in respect of a Share
over the  Exercise  Price of such Right or Option,  multiplied  by the number of
Shares with  respect to which such  Option or Right  shall have been  exercised.
Such  amount may be payable  fully in cash,  fully in one or more of the kind or
kinds of property  payable in such  merger,  consolidation  or  combination,  or
partly in cash and partly in one or more of such kind or kinds of property,  all
in the discretion of the Committee.

         13.  Effect of Change in Control.  Each of the events  specified in the
following clauses (i) through (iii) of this Section 13 shall be deemed a "change
of  control":  (i) any third  person,  including a "group" as defined in Section
13(d)(3) of the  Securities  Exchange Act of 1934,  shall become the  beneficial
owner of shares of the Corporation or the Association  with respect to which 25%
<PAGE>
or more of the total  number of votes for the election of the Board of Directors
of the  Corporation or the  Association  may be cast, (ii) as a result of, or in
connection with, any cash tender offer, exchange offer, merger or other business
combination,  sale of  assets  or  contested  election,  or  combination  of the
foregoing,  the persons who were directors of the Corporation or the Association
shall  cease  to  constitute  a  majority  of  the  Board  of  Directors  of the
Corporation or the  Association,  or (iii) the  shareholders  of the Corporation
shall  approve an  agreement  providing  either for a  transaction  in which the
Corporation will cease to be an independent  publicly owned entity or for a sale
or other  disposition of all or substantially  all the assets of the Corporation
or the  Association.  If a tender offer or exchange offer for Shares (other than
such  an  offer  by the  Corporation)  is  commenced,  or if  any of the  events
specified in clauses (i) through  (iii) above shall occur,  unless the Committee
shall have  otherwise  provided  in the  instrument  evidencing  the grant of an
Option or Stock Appreciation  Right, all Options and Stock  Appreciation  Rights
theretofore  granted and not fully exercisable shall become  exercisable in full
upon the  happening of such event;  provided,  however,  that no Option or Stock
Appreciation  Right which has previously been exercised or otherwise  terminated
shall become exercisable.

         14. Assignments and Transfers.  No Award nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award under the Plan
may be assigned,  encumbered or transferred except, in the event of the death of
a Participant, by will or the laws of descent and distribution or in the case of
Awards  other than  Incentive  Stock  Options  pursuant to a qualified  domestic
relations  order,  as  defined  in the Code or  Title I of  ERISA  or the  rules
thereunder.

         15.  Employee  Rights Under the Plan. No director,  advisory  director,
director  emeritus,  officer or employee  shall have a right to be selected as a
Participant nor, having been so selected,  to be selected again as a Participant
and no director,  advisory directory,  director emeritus,  officer,  employee or
other person shall have any claim or right to be granted an Award under the Plan
or  under  any  other  incentive  or  similar  plan  of the  Corporation  or any
Affiliate.  Neither the Plan nor any action taken  thereunder shall be construed
as giving any employee any right to be retained in the employ of the Corporation
or any Affiliate.

         16. Delivery and Registration of Stock, The Corporation's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests,  be
conditioned upon the receipt of a representation as to the investment  intention
of the Participant to whom Such Shares are to be delivered,  in such form as the
Committee  shall  deter-mine  to be  necessary  or  advisable to comply with the
provisions of the Securities  Act of 1933 or any other  Federal,  state or local
securities legislation or regulation. It may be provided that any representation
requirement shall become  inoperative upon a registration of the Shares or other
action  eliminating the necessity of such  representation  under such Securities
Act or other securities  legislation.  The Corporation  shall not be required to
deliver any Shares  under the Plan prior to (i) the  admission of such shares to
listing  on any  stock  exchange  or other  system on which  Shares  may then be
listed.  and (ii) the completion of such registration or other  qualification of
such Shares under any state or Federal law, rule or regulation, as the Committee
shall determine to be necessary or advisable.

         17.  Withholding  Tax. The  Corporation  shall have the right to deduct
from all amounts  paid in cash with respect to the exercise of a Right under the
Plan  any  taxes  required  by law to be  withheld  with  respect  to such  cash
payments.  Where a  Participant  or other  person is entitled to receive  Shares
<PAGE>
pursuant  to the  exercise  of an Option  or Right  pursuant  to the  Plan,  the
Corporation shall have the right to require the Participant or such other person
to pay the Corporation the amount of any taxes which the Corporation is required
to  withhold  with  respect to such  Shares,  and may,  in its sole  discretion,
withhold sufficient Shares to cover the amount of taxes which the Corporation is
required to withhold.

         18. Amendment or Termination. The Board of Directors of the Corporation
may amend, suspend or terminate the Plan or any portion thereof at any time, but
(except as provided in Section I I hereof) no  amendment  shall be made  without
approval of the  stockholders  of the  Corporation  which  shall (i)  materially
increase the aggregate number of Shares with respect to which Awards may be made
under the Plan,  (ii) materially  change the  requirements as to eligibility for
participation  in the Plan or (iii)  change  the class of  persons  eligible  to
participate in the Plan; provided,  however, that no such amendment,  suspension
or termination shall impair the rights of any Participant,  without his consent,
in any Award theretofore made pursuant to the Plan.

         19.  Effective Date and Term of Plan.  The Plan shall become  effective
upon its ratification by stockholders of the  Corporation.  It shall continue in
effect for a term of ten years unless sooner terminated under Section 17 hereof.