# Exhibit 10.1

Amended 1998 Stock
Incentive Plan

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# Exhibit 10.1

# PEOPLES
COMMUNITY CAPITAL CORPORATION

# AMENDED 1998 STOCK
INCENTIVE PLAN

# JANUARY 21, 2003
(SECTION 5.1)

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# PEOPLES
COMMUNITY CAPITAL CORPORATION AMENDED 1998 STOCK INCENTIVE PLAN

# TABLE OF CONTENTS

|                                              | 
|--------------------------------------------- | 
|ARTICLE I     DEFINITIONS                     | 
|                                              | 
|ARTICLE II    THE PLAN                        | 
|                                              | 
|2.1    Name                                   | 
|2.2     Purpose                               | 
|2.3     Effective Date                        | 
|                                              | 
|ARTICLE III   PARTICIPANTS                    | 
|                                              | 
|ARTICLE IV   ADMINISTRATION                   | 
|                                              | 
|4.1     Duties and Powers of the Committee    | 
|4.2     Interpretation; Rules                 | 
|4.3     No Liability                          | 
|4.4     Majority Rule                         | 
|4.5     Company Assistance                    | 
|                                              | 
|ARTICLE V     SHARES OF STOCK SUBJECT TO PLAN | 
|                                              | 
|5.2     Antidilution                          | 
|                                              | 
|ARTICLE VI   OPTIONS                          | 
|                                              | 
|6.1     Types of Options Granted              | 
|6.2     Option Grant and Agreement            | 
|6.3     Optionee Limitations                  | 
|6.4     $100,000 Limitation                   | 
|6.5     Exercise Price                        | 
|6.6     Exercise Period                       | 
|6.7     Option Exercise                       | 
|6.8     Reload Options                        | 
|6.9     Nontransferability of Option          | 
|6.10   Termination of Employment or Service   | 
|6.11   Employment Rights                      | 
|6.12   Certain Successor Options              | 
|6.13   Effect of a Corporate Transaction      | 
|                                              | 
|ARTICLE VII   RESTRICTED STOCK                | 
|                                              | 
|7.1     Awards of Restricted Stock            | 
|7.2     Non-Transferability                   | 
|7.3     Lapse of Restrictions                 | 
|7.4     Termination of Employment             | 
|7.5     Treatment of Dividends                | 
|7.6     Delivery of Shares                    | 
|                                              | 
|ARTICLE VIII  STOCK APPRECIATION RIGHTS       | 
|                                              | 
|8.1     SAR Grants                            | 
|8.2     Determination of Price                | 
|8.3     Exercise of a SAR                     | 
|8.4     Payment for a SAR                     | 

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|                                                      | 
|----------------------------------------------------- | 
|8.5     Status of a SAR under the Plan                | 
|8.6     Termination of SARs                           | 
|8.7     No Stockholder Rights                         | 
|                                                      | 
|ARTICLE IX   STOCK CERTIFICATES                       | 
|                                                      | 
|ARTICLE X    TERMINATION AND AMENDMENT                | 
|                                                      | 
|10.1     Termination and Amendment                    | 
|10.2     Effect on Grantee's Rights                   | 
|                                                      | 
|ARTICLE XI   RELATIONSHIP TO OTHER COMPENSATION PLANS | 
|                                                      | 
|ARTICLE XII  MISCELLANEOUS                            | 
|                                                      | 
|12.1     Replacement or Amended Grants                | 
|12.2     Forfeiture for Competition                   | 
|12.3     Leave of Absence                             | 
|12.4     Plan Binding on Successors                   | 
|12.5     Singular, Plural; Gender                     | 
|12.6     Headings, etc.                               | 
|12.7     Section 16 Compliance                        | 

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# PEOPLES
COMMUNITY CAPITAL CORPORATION 1998 STOCK INCENTIVE PLAN

# ARTICLE IDEFINITIONS

As
used herein, the following terms have the following meanings unless the context clearly
indicates to the contrary:

Award
shall mean a grant of Restricted Stock or an SAR.

Board shall
mean the Board of Directors of the Company.

Cause
shall mean theft or destruction of property of the Company, a Parent, or a Subsidiary,
disregard of Company rules or policies, or conduct evincing willful or wanton disregard of
the interests of the Company. Such determination shall be made by the Committee based on
information presented by the Company and the Employee and shall be final and binding on
all parties hereto.

Code
shall mean the United States Internal Revenue Code of 1986, including effective date and
transition rules (whether or not codified). Any reference herein to a specific section of
the Code shall be deemed to include a reference to any corresponding provision of future
law.

Committee
shall mean a committee of at least two Directors appointed from time to time by the Board,
having the duties and authority set forth herein in addition to any other authority
granted by the Board; provided, however, that with respect to any Options or Awards
granted to an individual who is also a Section 16 Insider, the Committee shall consist of
either the entire Board of Directors or a committee of at least two Directors (who need
not be members of the Committee with respect to Options or Awards granted to any other
individuals) who are Non-Employee Directors, and all authority and discretion shall be
exercised by such Non-Employee Directors, and references herein to the
Committee shall mean such Non-Employee Directors insofar as any actions or
determinations of the Committee shall relate to or affect Options or Awards made to or
held by any Section 16 Insider. At any time that the Board shall not have appointed a
committee as described above, any reference herein to the Committee shall mean a reference
to the Board.

Company
shall mean Peoples Community Capital Corporation, a South Carolina corporation.

Corporate
Transaction shall mean any of the following transactions to which the Company is
a party:

| | (i) | a merger or consolidation in which securities possessing more than 50% of the
                    total combined voting power of the Companys outstanding securities
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | are  transferred  to a person or persons  different  from the  persons  holding  those  securities  immediately
                           prior to such transaction;
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the sale, transfer or other disposition of all or substantially all of the
                    Companys assets in complete liquidation or dissolution of the Company; or
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | A notice of an application is filed with the Federal Reserve Board (the
                    FRB) pursuant to Regulation Y of the FRB under the
                    Change in Bank Control Act or the Bank Holding Company Act or any other bank
                    regulatory approval (or notice of no disapproval) is granted by the Federal
                    Reserve, the South Carolina Board of Financial Institutions, the Federal Deposit
                    Insurance Corporation, or any other regulatory authority for permission to
                    acquire control of the Employer or any of its banking subsidiaries.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Director
shall mean a member of the Board and any person who is an advisory or honorary director of
the Company if such person is considered a director for the purposes of Section 16 of the
Exchange Act, as determined by reference to such Section 16 and to the rules, regulations,
judicial decisions, and interpretative or no-action positions with respect
thereto of the Securities and Exchange Commission, as the same may be in effect or set
forth from time to time.

Employee
shall mean an employee of the Employer.

Employer shall
mean the corporation that employs a Grantee.

Exchange
Act shall mean the Securities Exchange Act of 1934. Any reference herein to a
specific section of the Exchange Act shall be deemed to include a reference to any
corresponding provision of future law.

Exercise
Price shall mean the price at which an Optionee may purchase a share of Stock
under a Stock Option Agreement.

Fair
Market Value on any date shall mean (i) the closing sales price of the Stock,
regular way, on such date on the national securities exchange having the greatest volume
of trading in the Stock during the thirty-day period preceding the day the value is to be
determined or, if such exchange was not open for trading on such date, the next preceding
date on which it was open; (ii) if the Stock is not traded on any national securities
exchange, the average of the closing high bid and low asked prices of the Stock on the
over-the-counter market on the day such value is to be determined, or in the absence of
closing bids on such day, the closing bids on the next preceding day on which there were
bids; or (iii) if the Stock also is not traded on the over-the-counter market, the fair
market value as determined in good faith by the Board or the Committee based on such
relevant facts as may be available to the Board, which may include opinions of independent
experts, the price at which recent sales have been made, the book value of the Stock, and
the Companys current and future earnings.

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Grantee
shall mean a person who is an Optionee or a person who has received an Award of Restricted
Stock or an SAR.

Incentive
Stock Option shall mean an option to purchase any stock of the Company, which
complies with and is subject to the terms, limitations and conditions of Section 422 of
the Code and any regulations promulgated with respect thereto.

Non-Employee
Director shall have the meaning set forth in Rule 16b-3 under the Exchange Act,
as the same may be in effect from time to time, or in any successor rule thereto, and
shall be determined for all purposes under the Plan according to interpretative or
no-action positions with respect thereto issued by the Securities and Exchange
Commission.

Officer
shall mean a person who constitutes an officer of the Company for the purposes of Section
16 of the Exchange Act, as determined by reference to such Section 16 and to the rules,
regulations, judicial decisions, and interpretative or no-action positions
with respect thereto of the Securities and Exchange Commission, as the same may be in
effect or set forth from time to time.

Option
shall mean an option, whether or not an Incentive Stock Option, to purchase Stock granted
pursuant to the provisions of Article VI hereof.

Optionee
shall mean a person to whom an Option has been granted hereunder.

Parent
shall mean any corporation (other than the Employer) in an unbroken chain of corporations
ending with the Employer if, at the time of the grant (or modification) of the Option,
each of the corporations other than the Employer owns stock possessing 50% or more of the
total combined voting power of the classes of stock in one of the other corporations in
such chain.

Permanent
and Total Disability shall have the same meaning as given to that term by Code
Section 22(e)(3) and any regulations or rulings promulgated thereunder.

Plan
shall mean the Peoples Community Capital Corporation 1998 Stock Incentive Plan, the
terms of which are set forth herein.

Purchasable
shall refer to Stock which may be purchased by an Optionee under the terms of this Plan on
or after a certain date specified in the applicable Stock Option Agreement.

Qualified
Domestic Relations Order shall have the meaning set forth in the Code or in the
Employee Retirement Income Security Act of 1974, or the rules and regulations promulgated
under the Code or such Act.

Reload
Option shall have the meaning set forth in Section 6.8 hereof.

Restricted
Stock shall mean Stock issued, subject to restrictions, to a Grantee pursuant to
Article VII hereof.

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Restriction
Agreement shall mean the agreement setting forth the terms of an Award, and
executed by a Grantee as provided in Section 7.1 hereof.

SAR
means a stock appreciation right, which is the right to receive an amount equal to the
appreciation, if any, in the Fair Market Value of a share of Stock from the date of the
grant of the right to the date of its payment, all as provided in Article VIII hereof.

SAR
Price means the base value established by the Committee for a SAR on the date
the SAR is granted and which is used in determining the amount of benefit, if any, paid to
a Grantee.

Section
16 Insider shall mean any person who is subject to the provisions of
Section 16 of the Exchange Act, as provided in Rule 16a-2 promulgated pursuant to the
Exchange Act.

Stock
shall mean the Common Stock, no par value per share, of the Company or, in the event that
the outstanding shares of Stock are hereafter changed into or exchanged for shares of a
different stock or securities of the Company or some other entity, such other stock or
securities.

Stock
Option Agreement shall mean an agreement between the Company and an Optionee
under which the Optionee may purchase Stock hereunder, a sample form of which is attached
hereto as Exhibit A (which form may be varied by the Committee in granting an Option).

Subsidiary
shall mean any corporation (other than the Employer) in an unbroken chain of corporations
beginning with the Employer if, at the time of the grant (or modification) of the Option,
each of the corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.

# ARTICLE II THE PLAN

2.1    
Name. This Plan shall be known as People's  Community  Capital  Corporation 1998 Stock Incentive
Plan.

2.2    
Purpose. The purpose of the Plan is to advance the interests of the Company, its
Subsidiaries and its shareholders by affording certain employees and Directors of the
Company and its Subsidiaries, as well as key consultants and advisers to the Company or
any Subsidiary, an opportunity to acquire or increase their proprietary interests in the
Company. The objective of the issuance of the Options and Awards is to promote the growth
and profitability of the Company and its Subsidiaries because the Grantees will be
provided with an additional incentive to achieve the Companys objectives through
participation in its success and growth and by encouraging their continued association
with or service to the Company.

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2.3    
Effective Date. The Plan shall become effective on April 29, 1998; provided,
however, that if the shareholders of the Company have not approved the Plan on or prior to
the first anniversary of such effective date, then all options granted under the Plan
shall be non-Incentive Stock Options.

# ARTICLE III PARTICIPANTS

The
class of persons eligible to participate in the Plan shall consist of all persons whose
participation in the Plan the Committee determines to be in the best interests of the
Company which shall include, but not be limited to, all Directors and employees of the
Company or any Subsidiary, as well as key consultants and advisers to the Company or any
Subsidiary.

# ARTICLE IV ADMINISTRATION

4.1    
Duties and Powers of the Committee. The Plan shall be administered by the
Committee. The Committee shall select one of its members as its Chairman and shall hold
its meetings at such times and places as it may determine. The Committee shall keep
minutes of its meetings and shall make such rules and regulations for the conduct of its
business as it may deem necessary. The Committee shall have the power to act by unanimous
written consent in lieu of a meeting, and to meet telephonically. In administering the
Plan, the Committees actions and determinations shall be binding on all interested
parties. The Committee shall have the power to grant Options or Awards in accordance with
the provisions of the Plan and may grant Options and Awards singly, in combination, or in
tandem. Subject to the provisions of the Plan, the Committee shall have the discretion and
authority to determine those individuals to whom Options or Awards will be granted and
whether such Options shall be accompanied by the right to receive Reload Options, the
number of shares of Stock subject to each Option or Award, such other matters as are
specified herein, and any other terms and conditions of a Stock Option Agreement or
Restriction Agreement. The Committee shall also have the discretion and authority to
delegate to any Officer its powers to grant Options or Awards under the Plan to any person
who is an employee of the Company but not an Officer or Director. To the extent not
inconsistent with the provisions of the Plan, the Committee may give a Grantee an election
to surrender an Option or Award in exchange for the grant of a new Option or Award, and
shall have the authority to amend or modify an outstanding Stock Option Agreement or
Restriction Agreement, or to waive any provision thereof, provided that the Grantee
consents to such action.

4.2    
Interpretation; Rules. Subject to the express provisions of the Plan, the Committee
also shall have complete authority to interpret the Plan, to prescribe, amend, and rescind
rules and regulations relating to it, to determine the details and provisions of each
Stock Option Agreement, and to make all other determinations necessary or advisable for
the administration of the Plan, including, without limitation, the amending or altering of
the Plan and any Options or Awards

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granted hereunder as may be required
to comply with or to conform to any federal, state, or local laws or regulations.

4.3    
No Liability. Neither any member of the Board nor any member of the Committee shall
be liable to any person for any act or determination made in good faith with respect to
the Plan or any Option or Award granted hereunder.

4.4    
Majority Rule. A majority of the members of the Committee shall constitute a
quorum, and any action taken by a majority at a meeting at which a quorum is present, or
any action taken without a meeting evidenced by a writing executed by all the members of
the Committee, shall constitute the action of the Committee.

4.5    
Company Assistance. The Company shall supply full and timely information to the
Committee on all matters relating to eligible persons, their employment, death,
retirement, disability, or other termination of employment, and such other pertinent facts
as the Committee may require. The Company shall furnish the Committee with such clerical
and other assistance as is necessary in the performance of its duties.

# ARTICLE V SHARES OF STOCK SUBJECT TO PLAN

5.1    
Limitations. Subject to any antidilution adjustment pursuant to the provisions of
Section 5.2 hereof, the maximum number of shares of Stock that may be issued hereunder
shall be 300,625. Any or all shares of Stock subject to the Plan may be issued in any
combination of Incentive Stock Options, non-Incentive Stock Options, Restricted Stock, or
SARs, and the amount of Stock subject to the Plan may be increased from time to time in
accordance with Article X, provided that the total number of shares of Stock issuable
pursuant to Incentive Stock Options may not be increased to more than 275,625 (other than
pursuant to anti-dilution adjustments) without shareholder approval. Shares subject to an
Option or issued as an Award may be either authorized and unissued shares or shares issued
and later acquired by the Company. The shares covered by any unexercised portion of an
Option that has terminated for any reason (except as set forth in the following
paragraph), or any forfeited portion of an Award, may again be optioned or awarded under
the Plan, and such shares shall not be considered as having been optioned or issued in
computing the number of shares of Stock remaining available for option or award hereunder.

If
Options are issued in respect of options to acquire stock of any entity acquired, by
merger or otherwise, by the Company (or any Subsidiary of the Company), to the extent that
such issuance shall not be inconsistent with the terms, limitations and conditions of Code
section 422 or Rule 16b-3 under the Exchange Act, the aggregate number of shares of Stock
for which Options may be granted hereunder shall automatically be increased by the number
of shares subject to the Options so issued; provided, however, that the aggregate number
of shares of Stock for which Options may be granted hereunder shall automatically be
decreased by the number of shares

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covered by any unexercised portion of
an Option so issued that has terminated for any reason, and the shares subject to any such
unexercised portion may not be optioned to any other person.

5.2    
Antidilution.

(a)    
          If (x) the outstanding shares of Stock are changed into or exchanged for a
          different number or kind of shares or other securities of the Company by reason
          of merger, consolidation, reorganization, recapitalization, reclassification,
          combination or exchange of shares, or stock split or stock dividend, (y) any
          spin-off, spin-out or other distribution of assets materially affects the price
          of the Companys stock, or (z) there is any assumption and conversion to
          the Plan by the Company of an acquired companys outstanding option grants,
          then:

| | (i)    
               the aggregate number and kind of shares of Stock for which Options or Awards may
               be granted hereunder shall be adjusted proportionately by the Committee; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)    
               the rights of Optionees (concerning the number of shares subject to Options and
               the Exercise Price) under outstanding Options and the rights of the holders of
               Awards (concerning the terms and conditions of the lapse of any then-remaining
               restrictions), shall be adjusted proportionately by the Committee.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)    
          If the Company shall be a party to any reorganization in which it does not
          survive, involving merger, consolidation, or acquisition of the stock or
          substantially all the assets of the Company, the Committee, in its discretion,
          may:

| | (i)    
               notwithstanding other provisions hereof, declare that all Options granted under
               the Plan shall become exercisable immediately notwithstanding the provisions of
               the respective Stock Option Agreements regarding exercisability, that all such
               Options shall terminate 30 days after the Committee gives written notice of the
               immediate right to exercise all such Options and of the decision to terminate
               all Options not exercised within such 30-day period, and that all then-remaining
               restrictions pertaining to Awards under the Plan shall immediately lapse; and/or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)    
               notify all Grantees that all Options or Awards granted under the Plan shall be
               assumed by the successor corporation or substituted on an equitable basis with
               options or restricted stock issued by such successor corporation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)    
          If the Company is to be liquidated or dissolved in connection with a
          reorganization described in Section 5.2(b), the provisions of such Section shall
          apply. In all other instances, the adoption of a plan of dissolution or
          liquidation of the Company shall, notwithstanding other provisions hereof, cause
          all then-remaining restrictions pertaining to Awards under the Plan to lapse,
          and shall cause every Option outstanding under the Plan to terminate to the
          extent not exercised prior to the adoption of the plan of dissolution or
          liquidation by the shareholders, provided that, notwithstanding other provisions
          hereof, the Committee may declare all Options granted under the Plan to be
          exercisable at any time on or before the fifth

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business day following such adoption
notwithstanding the provisions of the respective Stock Option Agreements regarding
exercisability.

(d)    
          The adjustments described in paragraphs (a) through (c) of this Section 5.2, and
          the manner of their application, shall be determined solely by the Committee,
          and any such adjustment may provide for the elimination of fractional share
          interests; provided, however, that any adjustment made by the Board or the
          Committee shall be made in a manner that will not cause an Incentive Stock
          Option to be other than an Incentive Stock Option under applicable statutory and
          regulatory provisions. The adjustments required under this Article V shall apply
          to any successors of the Company and shall be made regardless of the number or
          type of successive events requiring such adjustments.

# ARTICLE VI OPTIONS

6.1    Types of Options Granted. The Committee may, under this Plan, grant either
Incentive Stock Options or Options which do not qualify as Incentive Stock Options. Within
the limitations provided in this Plan, both types of Options may be granted to the same
person at the same time, or at different times, under different terms and conditions, as
long as the terms and conditions of each Option are consistent with the provisions of the
Plan. Without limitation of the foregoing, Options may be granted subject to conditions
based on the financial performance of the Company or any other factor the Committee deems
relevant.

6.2
    Option Grant and Agreement. Each Option granted hereunder shall be evidenced by
minutes of a meeting or the written consent of the Committee and by a written Stock Option
Agreement executed by the Company and the Optionee. The terms of the Option, including the
Options duration, time or times of exercise, exercise price, whether the Option is
intended to be an Incentive Stock Option, and whether the Option is to be accompanied by
the right to receive a Reload Option, shall be stated in the Stock Option Agreement. No
Incentive Stock Option may be granted more than ten years after the earlier to occur of
the effective date of the Plan or the date the Plan is approved by the Companys
shareholders.

Separate
Stock Option Agreements may be used for Options intended to be Incentive Stock Options and
those not so intended, but any failure to use such separate agreements shall not
invalidate, or otherwise adversely affect the Optionees interest in, the Options
evidenced thereby.

6.3    
Optionee Limitations. The Committee shall not grant an Incentive Stock Option to
any person who, at the time the Incentive Stock Option is granted:

(a)    
is not an employee of the Company or any of its Subsidiaries; or

(b)    
          owns or is considered to own stock possessing at least 10% of the total combined
          voting power of all classes of stock of the Company or any of its Parent or
          Subsidiary corporations; provided, however, that this limitation shall not apply
          if at the time an Incentive

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Stock Option is granted the Exercise
Price is at least 110% of the Fair Market Value of the Stock subject to such Option and
such Option by its terms would not be exercisable after five years from the date on which
the Option is granted. For the purpose of this subsection (b), a person shall be
considered to own: (i) the stock owned, directly or indirectly, by or for his or her
brothers and sisters (whether by whole or half blood), spouse, ancestors and lineal
descendants; (ii) the stock owned, directly or indirectly, by or for a corporation,
partnership, estate, or trust in proportion to such persons stock interest,
partnership interest or beneficial interest therein; and (iii) the stock which such person
may purchase under any outstanding options of the Employer or of any Parent or Subsidiary
of the Employer.

6.4    
$100,000 Limitation. Except as provided below, the Committee shall not grant an
Incentive Stock Option to, or modify the exercise provisions of outstanding Incentive
Stock Options held by, any person who, at the time the Incentive Stock Option is granted
(or modified), would thereby receive or hold any Incentive Stock Options of the Employer
and any Parent or Subsidiary of the Employer, such that the aggregate Fair Market Value
(determined as of the respective dates of grant or modification of each option) of the
stock with respect to which such Incentive Stock Options are exercisable for the first
time during any calendar year is in excess of $100,000 (or such other limit as may be
prescribed by the Code from time to time); provided that the foregoing restriction
on modification of outstanding Incentive Stock Options shall not preclude the Committee
from modifying an outstanding Incentive Stock Option if, as a result of such modification
and with the consent of the Optionee, such Option no longer constitutes an Incentive Stock
Option; and provided that, if the $100,000 limitation (or such other limitation prescribed
by the Code) described in this Section 6.4 is exceeded, the Incentive Stock Option, the
granting or modification of which resulted in the exceeding of such limit, shall be
treated as an Incentive Stock Option up to the limitation and the excess shall be treated
as an Option not qualifying as an Incentive Stock Option.

6.5    
Exercise Price. The Exercise Price of the Stock subject to each Option shall be
determined by the Committee. Subject to the provisions of Section 6.3(b) hereof, the
Exercise Price of an Incentive Stock Option shall not be less than the Fair Market Value
of the Stock as of the date the Option is granted (or in the case of an Incentive Stock
Option that is subsequently modified, on the date of such modification).

6.6    
Exercise Period. The period for the exercise of each Option granted hereunder shall
be determined by the Committee, but the Stock Option Agreement with respect to each Option
intended to be an Incentive Stock Option shall provide that such Option shall not be
exercisable after the expiration of ten years from the date of grant (or modification) of
the Option.

6.7    Option Exercise.

(a)    
          Unless otherwise provided in the Stock Option Agreement or Section 6.6 hereof,
          an Option may be exercised at any time or from time to time during the term of
          the Option as to any or all full shares which have become Purchasable under the
          provisions of the Option, but not at any time as to less than 100 shares unless
          the remaining shares that have become so Purchasable are less than 100 shares.
          The Committee shall have the authority to

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prescribe in any Stock Option
Agreement that the Option may be exercised only in accordance with a vesting schedule
during the term of the Option.

(b)    
          An Option shall be exercised by (i) delivery to the Company at its principal
          office a written notice of exercise with respect to a specified number of shares
          of Stock and (ii) payment to the Company at that office of the full amount of
          the Exercise Price for such number of shares in accordance with Section 6.7(c).
          If requested by an Optionee, an Option may be exercised with the involvement of
          a stockbroker in accordance with the federal margin rules set forth in
          Regulation T (in which case the certificates representing the underlying shares
          will be delivered by the Company directly to the stockbroker).

(c)    
          The Exercise Price is to be paid in full in cash upon the exercise of the Option
          and the Company shall not be required to deliver certificates for the shares
          purchased until such payment has been made; provided, however, that in lieu of
          cash, in the Companys discretion all or any portion of the Exercise Price
          may be paid by tendering to the Company shares of Stock duly endorsed for
          transfer and owned by the Optionee, or by authorization to the Company to
          withhold shares of Stock otherwise issuable upon exercise of the Option, in each
          case to be credited against the Exercise Price at the Fair Market Value of such
          shares on the date of exercise (however, no fractional shares may be so
          transferred, and the Company shall not be obligated to make any cash payments in
          consideration of any excess of the aggregate Fair Market Value of shares
          transferred over the aggregate Exercise Price); provided further, that the Board
          may provide in a Stock Option Agreement (or may otherwise determine in its sole
          discretion at the time of exercise) that, in lieu of cash or shares, all or a
          portion of the Exercise Price may be paid by the Optionees execution of a
          recourse note equal to the Exercise Price or relevant portion thereof, subject
          to compliance with applicable state and federal laws, rules and regulations.
          Notwithstanding the above, the Company shall not be obligated to accept tender
          of shares of Stock as payment of the Exercise Price if doing so would result in
          a charge to the Companys earnings for financial reporting purposes.

(d)    
          In addition to and at the time of payment of the Exercise Price, the Optionee
          shall pay to the Company in cash the full amount of any federal, state, and
          local income, employment, or other withholding taxes applicable to the taxable
          income of such Optionee resulting from such exercise; provided, however, that in
          the discretion of the Committee any Stock Option Agreement may provide that all
          or any portion of such tax obligations, together with additional taxes not
          exceeding the actual additional taxes to be owed by the Optionee as a result of
          such exercise, may, upon the irrevocable election of the Optionee, be paid by
          tendering to the Company whole shares of Stock duly endorsed for transfer and
          owned by the Optionee, or by authorization to the Company to withhold shares of
          Stock otherwise issuable upon exercise of the Option, in either case in that
          number of shares having a Fair Market Value on the date of exercise equal to the
          amount of such taxes thereby being paid, and subject to such restrictions as to
          the approval and timing of any such election as the Committee may from time to
          time determine to be necessary or appropriate to satisfy the conditions of the
          exemption set forth in Rule 16b-3 under the Exchange Act, if such rule is
          applicable.

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(e)    
          The holder of an Option shall not have any of the rights of a shareholder with
          respect to the shares of Stock subject to the Option until such shares have been
          issued and transferred to the Optionee upon the exercise of the Option.

6.8    Reload Options.

(a)    
          The Committee may specify in a Stock Option Agreement (or may otherwise
          determine in its sole discretion) that a Reload Option shall be granted, without
          further action of the Committee, (i) to an Optionee who exercises an Option
          (including a Reload Option) by surrendering shares of Stock in payment of
          amounts specified in Sections 6.7(c) or 6.7(d) hereof, (ii) for the same number
          of shares as are surrendered to pay such amounts, (iii) as of the date of such
          payment and at an Exercise Price equal to the Fair Market Value of the Stock on
          such date, and (iv) otherwise on the same terms and conditions as the Option
          whose exercise has occasioned such payment, except as provided below and subject
          to such other contingencies, conditions, or other terms as the Committee shall
          specify at the time such exercised Option is granted; provided, that the
          Committee may require that the shares surrendered in payment as provided above
          must have been held by the Optionee for at least six months prior to such
          surrender.

(b)    
          Unless provided otherwise in the Stock Option Agreement, a Reload Option may not
          be exercised by an Optionee (i) prior to the end of a one-year period from the
          date that the Reload Option is granted, and (ii) unless the Optionee retains
          beneficial ownership of the shares of Stock issued to such Optionee upon
          exercise of the Option referred to above in Section 6.8(a)(i) for a period of
          one year from the date of such exercise.

6.9    
Nontransferability of Option. Other than as provided below, no Option shall be
transferable by an Optionee other than by will or the laws of descent and distribution or,
in the case of non-Incentive Stock Options, pursuant to a Qualified Domestic Relations
Order, and, during the lifetime of an Optionee, Options shall be exercisable only by such
Optionee (or by such Optionees guardian or legal representative, should one be
appointed). However, a Non-Incentive Stock Option may, in connection with the
Optionees estate plan, be assigned in whole or in part during Optionees
lifetime to one or more members of the Optionees immediate family or to a trust
established for the exclusive benefit of one or more such family members. The assigned
portion shall be exercisable only by the person or persons who acquire a proprietary
interest in the Option pursuant to such assignment. The terms applicable to the assigned
portion shall be the same as those in effect for this Option immediately prior to such
assignment and shall be set forth in such documents issued to the assignee as the
Committee may deem appropriate.

6.10   
Termination of Employment or Service. The Committee shall have the power to
specify, with respect to the Options granted to a particular Optionee, the effect upon
such Optionees right to exercise an Option of termination of such Optionees
employment or service under various circumstances, which effect may include immediate or
deferred termination of such Optionees rights under an Option, or acceleration of
the date at which an Option may be exercised in full; provided, however, that in no event
may an Incentive Stock Option be exercised after the expiration of ten years from the date
of grant thereof.

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6.11   
Employment Rights. Nothing in the Plan or in any Stock Option Agreement shall
confer on any person any right to continue in the employ of the Company or any of its
Subsidiaries, or shall interfere in any way with the right of the Company or any of its
Subsidiaries to terminate such persons employment at any time.

6.12   
Certain Successor Options. To the extent not inconsistent with the terms,
limitations and conditions of Code section 422 and any regulations promulgated with
respect thereto, an Option issued in respect of an option held by an employee to acquire
stock of any entity acquired, by merger or otherwise, by the Company (or any Subsidiary of
the Company) may contain terms that differ from those stated in this Article VI, but
solely to the extent necessary to preserve for any such employee the rights and benefits
contained in such predecessor option, or to satisfy the requirements of Code section
424(a).

6.13   
Effect of a Corporate Transaction. All Options, to the extent outstanding at the
time of a Corporate Transaction but not otherwise fully exercisable, shall automatically
accelerate so that the Options shall, immediately prior to the effective date of the
Corporate Transaction, become exercisable for all shares at the time subject to such
Options and may be exercised for any or all of those shares as fully vested shares of
Stock.

# ARTICLE VII RESTRICTED STOCK

7.1    
Awards of Restricted Stock. The Committee may grant Awards of Restricted Stock,
which shall be governed by a Restriction Agreement between the Company and the Grantee.
Each Restriction Agreement shall contain such restrictions, terms, and conditions as the
Committee may, in its discretion, determine, and may require that an appropriate legend be
placed on the certificates evidencing the subject Restricted Stock.

Shares
of Restricted Stock granted pursuant to an Award hereunder shall be issued in the name of
the Grantee as soon as reasonably practicable after the Award is granted, provided that
the Grantee has executed the Restriction Agreement governing the Award, the appropriate
blank stock powers and, in the discretion of the Committee, an escrow agreement and any
other documents which the Committee may require as a condition to the issuance of such
Shares. If a Grantee shall fail to execute the foregoing documents within any time period
prescribed by the Committee, the Award shall be void. At the discretion of the Committee,
Shares issued in connection with an Award shall be deposited together with the stock
powers with an escrow agent designated by the Committee. Unless the Committee determines
otherwise and as set forth in the Restriction Agreement, upon delivery of the Shares to
the escrow agent, the Grantee shall have all of the rights of a shareholder with respect
to such Shares, including the right to vote the Shares and to receive all dividends or
other distributions paid or made with respect to the Shares.

7.2    
Non-Transferability. Until any restrictions upon Restricted Stock awarded to a
Grantee shall have lapsed in a manner set forth in Section 7.3, such shares of Restricted
Stock

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shall not be transferable other than
by will or the laws of descent and distribution, or pursuant to a Qualified Domestic
Relations Order, nor shall they be delivered to the Grantee.

7.3    
Lapse of Restrictions. Restrictions upon Restricted Stock awarded hereunder shall
lapse at such time or times (but, with respect to any award to a Grantee who is also a
Section 16 Insider, not less than six months after the date of the Award) and on such
terms and conditions as the Committee may, in its discretion, determine at the time the
Award is granted or thereafter.

7.4    
Termination of Employment. The Committee shall have the power to specify, with
respect to each Award granted to any particular Grantee, the effect upon such
Grantees rights with respect to such Restricted Stock of the termination of such
Grantees employment under various circumstances, which effect may include immediate
or deferred forfeiture of such Restricted Stock or acceleration of the date at which any
then-remaining restrictions shall lapse.

7.5    
Treatment of Dividends. At the time an Award of Restricted Stock is made the
Committee may, in its discretion, determine that the payment to the Grantee of any
dividends, or a specified portion thereof, declared or paid on such Restricted Stock shall
be (i) deferred until the lapsing of the relevant restrictions and (ii) held by the
Company for the account of the Grantee until such lapsing. In the event of such deferral,
there shall be credited at the end of each year (or portion thereof) interest on the
amount of the account at the beginning of the year at a rate per annum determined by the
Committee. Payment of deferred dividends, together with interest thereon, shall be made
upon the lapsing of restrictions imposed on such Restricted Stock, and any dividends
deferred (together with any interest thereon) in respect of Restricted Stock shall be
forfeited upon any forfeiture of such Restricted Stock.

7.6    
Delivery of Shares. Except as provided otherwise in Article IX below, within a
reasonable period of time following the lapse of the restrictions on shares of Restricted
Stock, the Committee shall cause a stock certificate to be delivered to the Grantee with
respect to such shares and such shares shall be free of all restrictions hereunder.

# ARTICLE VIII STOCK APPRECIATION
RIGHTS

8.1    
SAR Grants. The Committee, in its sole discretion, may grant to any Grantee a SAR.
The Committee may impose such conditions or restrictions on the exercise of any SAR as it
may deem appropriate, including, without limitation, restricting the time of exercise of
the SAR to specified periods as may be necessary to satisfy the requirements of Rule 16b-3
under the Exchange Act.

8.2    
Determination of Price. The SAR Price shall be established by the Committee in its
sole discretion. The SAR Price shall not be less than 100% of Fair Market Value of the
Stock on the date the SAR is granted for a SAR issued in tandem with an Incentive Stock
Option.

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8.3    
Exercise of a SAR. Upon exercise of a SAR, the Grantee shall be entitled, subject
to the terms and conditions of this Plan and the Agreement, to receive the excess for each
share of Stock being exercised under the SAR of (i) the Fair Market Value of such
share of Stock on the date of exercise over (ii) the SAR Price for such share of
Stock.

8.4    
Payment for a SAR. At the sole discretion of the Committee, the payment of such
excess shall be made in (i) cash, (ii) shares of Stock, or (iii) a
combination of both. Shares of Stock used for this payment shall be valued at their Fair
Market Value on the date of exercise of the applicable SAR.

8.5    
Status of a SAR under the Plan. Shares of Stock subject to an Award of a SAR shall
be considered shares of Stock which may be issued under the Plan for purposes of Section
5.1 hereof, unless the Agreement making the Award of the SAR provides that the exercise of
such SAR results in the termination of an unexercised Option for the same number of shares
of Stock.

8.6    Termination of SARs.  A SAR may be terminated as follows:

| | (a)    
               During the period of continuous employment with the Company, Parent or
               Subsidiary, a SAR will be terminated only if it has been fully exercised or it
               has expired by its terms.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)    
               Upon termination of employment, the SAR will terminate upon the earliest of
               (i) the full exercise of the SAR, (ii) the expiration of the SAR by
               its terms, and (iii) not more than three months following the date of
               employment termination; provided, however, should termination of
               employment (A) result from the death or Permanent and Total Disability of
               the Grantee, the period referenced in clause (iii) hereof shall be one year or
               (B) be for Cause, the SAR will terminate on the date of employment
               termination. For purposes of the Plan, a leave of absence approved by the
               Company shall not be deemed to be termination of employment unless otherwise
               provided in the Agreement or by the Company on the date of the leave of absence.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)    
               Subject to the terms of the Agreement with the Grantee, if a Grantee shall die
               or become subject to a Permanent and Total Disability prior to the termination
               of employment with the Company, Parent or Subsidiary and prior to the
               termination of a SAR, such SAR may be exercised to the extent that the Grantee
               shall have been entitled to exercise it at the time of death or disability, as
               the case may be, by the Grantee, the estate of the Grantee or the person or
               persons to whom the SAR may have been transferred by will or by the laws of
               descent and distribution.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)    
               Except as otherwise expressly provided in the Agreement with the Grantee, in no
               event will the continuation of the term of a SAR beyond the date of termination
               of employment allow the Employee, or his beneficiaries or heirs, to accrue
               additional rights under the Plan, have additional SARs available for exercise,
               or receive a higher benefit than the benefit payable as if the SAR had been
               exercised on the date of employment termination.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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8.7    
No Shareholder Rights. The Grantee shall have no rights as a shareholder with
respect to a SAR. In addition, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions or rights
except as provided in Section 5.2 hereof.

# ARTICLE IX STOCK CERTIFICATES

The
Company shall not be required to issue or deliver any certificate for shares of Stock
purchased upon the exercise of any Option granted hereunder or any portion thereof, or
deliver any certificate for shares of Restricted Stock granted hereunder, prior to
fulfillment of all of the following conditions:

(a)       
          The admission of such shares to listing on all stock exchanges on which the
          Stock is then listed;

(b)    
          The completion of any registration or other qualification of such shares which
          the Committee shall deem necessary or advisable under any federal or state law
          or under the rulings or regulations of the Securities and Exchange Commission or
          any other governmental regulatory body;

(c)    
          The obtaining of any approval or other clearance from any federal or state
          governmental agency or body which the Committee shall determine to be necessary
          or advisable; and

(d)    
          The lapse of such reasonable period of time following the exercise of the Option
          as the Board from time to time may establish for reasons of administrative
          convenience.

Stock
certificates issued and delivered to Grantees shall bear such restrictive legends as the
Company shall deem necessary or advisable pursuant to applicable federal and state
securities laws. The inability of the Company to obtain approval from any regulatory body
having authority deemed by the Company to be necessary to the lawful issuance and sale of
any Stock pursuant to Options shall relieve the Company of any liability with respect to
the non-issuance or sale of the Stock as to which such approval shall not have been
obtained. However, the Company shall use its best efforts to obtain all such approvals.

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# ARTICLE X TERMINATION AND
AMENDMENT

10.1
    Termination and Amendment. The Board may at any time terminate or amend the Plan;
provided, however, that the Board (unless its actions are approved or ratified by the
shareholders of the Company within twelve months of the date that the Board amends the
Plan) may not amend the Plan to:

(a)    
          Increase the total number of shares of Stock issuable pursuant to Incentive
          Stock Options under the Plan, except as contemplated in Section 5.2 hereof; or

(b)    
          Change the class of employees eligible to receive Incentive Stock Options that
          may participate in the Plan.

10.2
    Effect on Grantees Rights. No termination, amendment, or modification of the
Plan shall affect adversely a Grantees rights under a Stock Option Agreement or
Restriction Agreement without the consent of the Grantee or his legal representative.

# ARTICLE XI RELATIONSHIP TO OTHER
COMPENSATION PLANS

The
adoption of the Plan shall not affect any other stock option, incentive, or other
compensation plans in effect for the Company or any of its Subsidiaries; nor shall the
adoption of the Plan preclude the Company or any of its Subsidiaries from establishing any
other form of incentive or other compensation plan for employees or Directors of the
Company or any of its Subsidiaries.

# ARTICLE XII MISCELLANEOUS

12.1
    Replacement or Amended Grants. At the sole discretion of the Committee, and subject
to the terms of the Plan, the Committee may modify outstanding Options or Awards or accept
the surrender of outstanding Options or Awards and grant new Options or Awards in
substitution for them. However no modification of an Option or Award shall adversely
affect a Grantees rights under a Stock Option Agreement or Restriction Agreement
without the consent of the Grantee or his legal representative.

12.2
    Forfeiture for Competition. If a Grantee provides services to a competitor of the
Company or any of its Subsidiaries, whether as an employee, officer, director, independent
contractor, consultant, agent, or otherwise, such services being of a nature that can
reasonably be expected to involve the skills and experience used or developed by the
Grantee while an Employee, then that Grantees rights under any Options outstanding
hereunder shall be forfeited and terminated, and any shares of Restricted Stock held by
such Grantee subject to

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remaining restrictions shall be
forfeited, subject in each case to a determination to the contrary by the Committee.

12.3
    Leave of Absence. Unless provided otherwise in a particular Stock Option Agreement,
the following provisions shall apply upon an Optionees commencement of an authorized
leave of absence:

(a)    
          The exercise schedule in effect for such Option shall be frozen as of the first
          day of the authorized leave, and the Option shall not become exercisable for any
          additional installments of shares of Stock during the period Optionee remains on
          such leave.

(b)    
          Should Optionee resume active Employee status within 60 days after the start
          date of the authorized leave, Optionee shall, for purposes of the applicable
          exercise schedule, receive service credit for the entire period of such leave.
          If Optionee does not resume active Employee status within such 60-day period,
          then no service credit shall be given for the entire period of such leave.

(c)    
          If the Option is an Incentive Stock Option, then the following additional
          provision shall apply:

| | If
the leave of absence continues for more than three months, then the Option shall
automatically convert to a Non-Incentive Stock Option under the Federal tax laws upon the
expiration of such three-month period, unless the Optionees reemployment rights are
guaranteed by statute or written agreement. Following any such conversion of the Option,
all subsequent exercises of the Option, whether effected before or after Optionees
return to active Employee status, shall result in an immediate taxable event, and the
Company shall be required to collect from Optionee the Federal, state and local income and
employment withholding taxes applicable to such exercise.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)    
          In no event shall the Option become exercisable for any additional shares or
          otherwise remain outstanding if Optionee does not resume Employee status prior
          to the Expiration Date of the option term.

12.4    Plan  Binding on  Successors.  The Plan shall be binding upon the  successors  and assigns of the
Company.

12.5    Singular,  Plural;  Gender.  Whenever  used  herein,  nouns in the  singular  shall  include  the
plural, and the masculine pronoun shall include the feminine gender.

12.6    Headings,  etc.,  No Part of Plan.  Headings of Articles  and  Sections  hereof are  inserted for
convenience and reference; they do not constitute part of the Plan.

12.7    
Section 16 Compliance. With respect to Section 16 Insiders, transactions under this
Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors
under the Exchange Act. To the extent any provision of the Plan or action by the Committee
fails to so comply, it shall be deemed void to the extent permitted by law and deemed
advisable

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by the Committee. In addition, if
necessary to comply with Rule 16b-3 with respect to any grant of an Option hereunder, and
in addition to any other vesting or holding period specified hereunder or in an applicable
Stock Option Agreement, any Section 16 Insider acquiring an Option shall be required to
hold either the Option or the underlying shares of Stock obtained upon exercise of the
Option for a minimum of six months.

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