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                                                                    EXHIBIT 99.1

                            THE BON-TON STORES, INC.
                              AMENDED AND RESTATED
                            2000 STOCK INCENTIVE PLAN

                         (Effective as of March 3, 2000;
                   Amended and Restated as of August 24, 2004)

      1. Purpose. The Bon-Ton Stores, Inc. (the "Company") hereby adopts The
Bon-Ton Stores, Inc. Amended and Restated 2000 Stock Incentive Plan (the
"Plan"), effective as of June 17, 2003. The Plan is intended to recognize the
contributions made to the Company by employees (including employees who are
members of the Board of Directors), directors, consultants and advisors of the
Company or any Affiliate, to provide such persons with additional incentive to
devote themselves to the future success of the Company or an Affiliate, and to
improve the ability of the Company or an Affiliate to attract, retain, and
motivate individuals upon whom the Company's sustained growth and financial
success depend, by providing such persons with an opportunity to acquire or
increase their proprietary interest in the Company through receipt of rights to
acquire the Company's Common Stock, par value $.01 per share (the "Common
Stock").

      2. Definitions. Unless the context clearly indicates otherwise, the
following terms shall have the following meanings:

            A. "Affiliate" means a corporation which is a parent corporation or
a subsidiary corporation with respect to the Company within the meaning of
Section 424(e) or (f) of the Code.

            B. "Award" means an award of Restricted Stock, granted under the
Plan, designated by the Committee at the time of such grant as an Award, and
containing the terms specified herein for Awards.

            C. "Award Document" means the document described in Section 9 which
sets forth the terms and conditions of each grant of an Award.

            D. "Board of Directors" means the Board of Directors of the Company.

            E. "Change of Control" shall have the meaning as set forth in
Section 10.

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

            G. "Committee" shall have the meaning set forth in Section 3.A.

            H. "Company" means The Bon-Ton Stores, Inc., a Pennsylvania
corporation.

            I. "Disability" shall have the meaning set forth in Section 22(e)(3)
of the Code.

            J. "Fair Market Value" shall have the meaning set forth in Section
8.B.

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            K. "Grantee" means a person who is granted Restricted Stock.

            L. "ISO" means an Option granted under the Plan which is intended to
qualify as an "incentive stock option" within the meaning of Section 422(b) of
the Code.

            M. "Non-qualified Stock Option" means an Option granted under the
Plan which is not intended to qualify, or otherwise does not qualify, as an
"incentive stock option" within the meaning of Section 422(b) of the Code.

            N. "Option" means either an ISO or a Non-qualified Stock Option
granted under the Plan.

            O. "Optionee" means a person to whom an Option has been granted
under the Plan, which Option has not been exercised and has not expired or
terminated.

            P. "Option Document" means the document described in Section 8 which
sets forth the terms and conditions of each grant of Options.

            Q. "Option Price" means the price at which Shares may be purchased
upon exercise of an Option, as calculated pursuant to Section 8.B.

            R. "Restricted Stock" means Shares issued to a person pursuant to an
Award.

            S. "Shares" means the shares of Common Stock of the Company which
are the subject of Options or Awards.

            T. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

      3. Administration of the Plan.

            A. Committee. The Plan shall be administered by the Board of
Directors, or, in the discretion of the Board of Directors, by a committee
composed of two or more of the members of the Board of Directors. To the extent
possible, and to the extent the Board of Directors deems it necessary or
appropriate, each member of the Committee shall be a "Non-Employee Director" (as
such term is defined in Rule 16b-3 promulgated under the Exchange Act) and an
"Outside Director" (as such term is defined in Treasury Regulations Section
1.162-27 promulgated under the Code); however, the Board of Directors may
designate two or more committees to operate and administer the Plan in its
stead. Any of such committees designated by the Board of Directors is referred
to as the "Committee," and, to the extent that the Plan is administered by the
Board of Directors, "Committee" shall also refer to the Board of Directors as
appropriate in the particular context. The Board of Directors may from time to
time remove members from, or add members to, the Committee. Vacancies on the
Committee, however caused, shall be filled by the Board of Directors.

            B. Meetings. The Committee shall hold meetings at such times and
places as it may determine. Acts approved at a meeting by a majority of the
members of the Committee or acts approved in writing by the unanimous consent of
the members of the Committee shall be the valid acts of the Committee.

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            C. Grants. The Committee shall from time to time at its discretion
direct the Company to grant Options or Awards pursuant to the terms of the Plan.
The Committee shall have plenary authority to (i) determine the Optionees and
Grantees to whom and the times at which Options and Awards shall be granted,
(ii) determine the price at which Options shall be granted, (iii) determine the
type of Option to be granted and the number of Shares subject thereto, (iv)
determine the number of Shares to be granted pursuant to each Award and (v)
approve the form and terms and conditions of the Option Documents and of each
Award; all subject, however, to the express provisions of the Plan. In making
such determinations, the Committee may take into account the nature of the
Optionee's or Grantee's services and responsibilities, the Optionee's or
Grantee's present and potential contribution to the Company's success and such
other factors as it may deem relevant. The interpretation and construction by
the Committee of any provisions of the Plan or of any Option or Award granted
under it shall be final, binding and conclusive.

            D. Exculpation. No member of the Committee shall be personally
liable for monetary damages as such for any action taken or any failure to take
any action in connection with the administration of the Plan or the granting of
Options or Awards thereunder unless (i) the member of the Committee has breached
or failed to perform the duties of his office within the meaning of subchapter B
of Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as amended,
and (ii) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness; provided, however, that the provisions of this
Section 3.D shall not apply to the responsibility or liability of a member of
the Committee pursuant to any criminal statute or to the liability of a member
of the Committee for the payment of taxes pursuant to local, state or federal
law.

            E. Indemnification. Service on the Committee shall constitute
service as a member of the Board of Directors. Each member of the Committee
shall be entitled without further act on his or her part to indemnity from the
Company to the fullest extent provided by applicable law and the Company's
Articles of Incorporation and/or Bylaws in connection with or arising out of any
action, suit or proceeding with respect to the administration of the Plan or the
granting of Options or Awards thereunder in which he or she may be involved by
reason of his or her being or having been a member of the Committee, whether or
not he or she continues to be such member of the Committee at the time of the
action, suit or proceeding.

      4. Grants of Options under the Plan. Grants of Options under the Plan may
be in the form of a Non-qualified Stock Option, an ISO or a combination thereof,
at the discretion of the Committee.

      5. Eligibility. All employees (including employees who are members of the
Board of Directors or its Affiliates), directors, consultants and advisors of
the Company or its Affiliates shall be eligible to receive Options or Awards
hereunder; provided, that only employees of the Company or its Affiliates shall
be eligible to receive ISOs. The Committee, in its sole discretion, shall
determine whether an individual qualifies as an employee of the Company or its
Affiliates.

      6. Shares Subject to Plan. The aggregate maximum number of Shares for
which Options or Awards may be granted pursuant to the Plan is one million nine
hundred thousand (1,900,000) adjusted as provided in Section 11. The Shares
shall be issued from authorized and

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unissued Common Stock or Common Stock held in or hereafter acquired for the
treasury of the Company. If an Option terminates or expires without having been
fully exercised for any reason, or if Restricted Stock is canceled or forfeited
pursuant to the terms of an Award, the Shares for which the Option was not
exercised or which were canceled or forfeited pursuant to the Award may again be
the subject of an Option or Award granted pursuant to the Plan.

      7. Term of the Plan. No Option or Award may be granted under the Plan
after March 2, 2010.

      8. Option Documents and Terms. Each Option granted under the Plan shall be
a Non-qualified Stock Option unless the Option shall be specifically designated
at the time of grant to be an ISO. Options granted pursuant to the Plan shall be
evidenced by the Option Documents in such form as the Committee shall from time
to time approve, which Option Documents shall comply with and be subject to the
following terms and conditions and such other terms and conditions as the
Committee shall from time to time require which are not inconsistent with the
terms of the Plan.

            A. Number of Option Shares. Each Option Document shall state the
number of Shares to which it pertains. An Optionee may receive more than one
Option, which may include Options which are intended to be ISOs and Options
which are not intended to be ISOs, but only on the terms and subject to the
conditions and restrictions of the Plan. The maximum number of Shares for which
Options may be granted to any single Optionee in any fiscal year, adjusted as
provided in Section 11, shall be four hundred thousand (400,000) Shares.

            B. Option Price. Each Option Document shall state the Option Price
which, for all ISOs, shall be at least 100% of the Fair Market Value of the
Shares at the time the Option is granted as determined by the Committee in
accordance with this Section 8.B; provided, however, that if an ISO is granted
to an Optionee who then owns, directly or by attribution under Section 424(d) of
the Code, shares possessing more than 10% of the total combined voting power of
all classes of stock of the Company or an Affiliate, then the Option Price shall
be at least 110% of the Fair Market Value of the Shares at the time the Option
is granted. If the Common Stock is traded in a public market, then the Fair
Market Value per share shall be, if the Shares are listed on a national
securities exchange or included in the NASDAQ National Market System, the last
reported sale price thereof on the relevant date, or, if the Shares are not so
listed or included, the mean between the last reported "bid" and "asked" prices
thereof, as reported on NASDAQ or, if not so reported, as reported by the
National Daily Quotation Bureau, Inc., or as reported in a customary financial
reporting service, as applicable and as the Committee determines, on the
relevant date. If the Common Stock is not traded in a public market on the
relevant date, the Fair Market Value shall be as determined in good faith by the
Committee.

            C. Exercise. No Option shall be deemed to have been exercised prior
to the receipt by the Company of written notice of such exercise and of payment
in full of the Option Price for the Shares to be purchased. Each such notice
shall specify the number of Shares to be purchased and shall (unless the Shares
are covered by a then current registration statement or a Notification under
Regulation A under the Securities Act of 1933, as amended (the "Act")), contain
the Optionee's acknowledgment in form and substance satisfactory to the Company
that (i) such Shares are being purchased for investment and not for distribution
or resale (other than a

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distribution or resale which, in the opinion of counsel satisfactory to the
Company, may be made without violating the registration provisions of the Act),
(ii) the Optionee has been advised and understands that (A) the Shares have not
been registered under the Act and are "restricted securities" within the meaning
of Rule 144 under the Act and are subject to restrictions on transfer and (B)
the Company is under no obligation to register the Shares under the Act or to
take any action which would make available to the Optionee any exemption from
such registration, (iii) such Shares may not be transferred without compliance
with all applicable federal and state securities laws, and (iv) an appropriate
legend referring to the foregoing restrictions on transfer and any other
restrictions imposed under the Option Documents may be endorsed on the
certificates. Notwithstanding the foregoing, if the Company determines that
issuance of Shares should be delayed pending (I) registration under federal or
state securities laws, (II) the receipt of an opinion that an appropriate
exemption from such registration is available, (III) the listing or inclusion of
the Shares on any securities exchange or in an automated quotation system or
(IV) the consent or approval of any governmental regulatory body whose consent
or approval is necessary in connection with the issuance of such Shares, the
Company may defer exercise of any Option granted hereunder until any of the
events described in this Section 8.C has occurred.

            D. Medium of Payment. An Optionee shall pay for Shares (i) in cash,
(ii) by certified check payable to the order of the Company, or (iii) by such
other mode of payment as the Committee may approve, including payment through a
broker in accordance with procedures permitted by Regulation T of the Federal
Reserve Board. Furthermore, the Committee may provide in an Option Document that
payment may be made in whole or in part in shares of the Company's Common Stock
held by the Optionee for at least six months. If payment is made in whole or in
part in shares of the Company's Common Stock, then the Optionee shall deliver to
the Company certificates registered in the name of such Optionee representing
the shares owned by such Optionee, free of all liens, claims and encumbrances of
every kind and having an aggregate Fair Market Value on the date of delivery
that is at least as great as the Option Price of the Shares (or relevant portion
thereof) with respect to which such Option is to be exercised by the payment in
shares of Common Stock, accompanied by stock powers duly endorsed in blank by
the Optionee. Notwithstanding the foregoing, the Committee may impose from time
to time such limitations and prohibitions on the use of shares of Common Stock
to exercise an Option as it deems appropriate.

            E. Termination of Options.

                  1. No Option shall be exercisable after the first to occur of
the following:

                        (a) Expiration of the Option term specified in the
Option Document, which shall not exceed (i) ten years from the date of grant, or
(ii) five years from the date of grant of an ISO if the Optionee on the date of
grant owns, directly or by attribution under Section 424(d) of the Code, shares
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of an Affiliate;

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                        (b) Expiration of ninety (90) days from the date the
Optionee's employment or service with the Company or its Affiliate terminates
for any reason other than Disability or death or as otherwise specified in
Section 8.E.1(d) or Section 10 below;

                        (c) Expiration of one year from the date the Optionee's
employment or service with the Company or its Affiliate terminates due to the
Optionee's Disability or death;

                        (d) A finding by the Committee, after full consideration
of the facts presented on behalf of both the Company and the Optionee, that the
Optionee has breached his employment or service contract with the Company or an
Affiliate, or has been engaged in any sort of disloyalty to the Company or an
Affiliate, including, without limitation, fraud, embezzlement, theft, commission
of a felony or proven dishonesty in the course of his employment or service, or
has disclosed trade secrets or confidential information of the Company or an
Affiliate. In such event, in addition to immediate termination of the Option,
the Optionee shall automatically forfeit all Shares for which the Company has
not yet delivered the share certificates upon refund by the Company of the
Option Price of such Shares. Notwithstanding anything herein to the contrary,
the Company may withhold delivery of share certificates pending the resolution
of any inquiry that could lead to a finding resulting in a forfeiture; or

                        (e) The date, if any, set by the Board of Directors as
an accelerated expiration date pursuant to Section 10 hereof.

      2. Notwithstanding the foregoing, the Committee may extend the period
during which an Option may be exercised to a date no later than the date of the
expiration of the Option term specified in the Option Documents, as they may be
amended, provided that any change pursuant to this Section 8.E.2 that would
cause an ISO to become a Non-qualified Stock Option may be made only with the
consent of the Optionee.

      3. During the period in which an Option may be exercised after the
termination of the Optionee's employment or service with the Company or any
Affiliate, such Option shall only be exercisable to the extent it was
exercisable immediately prior to such Optionee's termination of service or
employment, except to the extent specifically provided to the contrary in the
applicable Option Document.

            F. Transfers. No Option may be transferred except by will or by the
laws of descent and distribution. During the lifetime of the person to whom an
Option is granted, such Option may be exercised only by him. Notwithstanding the
foregoing, a Non-qualified Stock Option may be transferred pursuant to the terms
of a "qualified domestic relations order" within the meaning of Sections
401(a)(13) and 414(p) of the Code or within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, as amended.

            G. Holding Period. No Option may be exercised unless six months, or
such greater period of time as may be specified in the Option Documents, have
elapsed from the date of grant.

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            H. Limitation on ISO Grants. In no event shall the aggregate Fair
Market Value of the Shares (determined at the time the ISO is granted) with
respect to which an ISO is exercisable for the first time by the Optionee during
any calendar year (under all incentive stock option plans of the Company or its
Affiliates) exceed $100,000.

            I. Other Provisions. The Option Documents shall contain such other
provisions including, without limitation, provisions authorizing the Committee
to accelerate the exercisability of all or any portion of an Option, additional
restrictions upon the exercise of the Option or additional limitations upon the
term of the Option, as the Committee shall deem advisable.

            J. Amendment. The Committee shall have the right to amend Option
Documents issued to an Optionee, subject to the Optionee's consent if such
amendment is not favorable to the Optionee, except that the consent of the
Optionee shall not be required for any amendment made under Section 10.

      9. Award Documents and Terms. Awards shall be evidenced by an Award
Document in such form as the Committee shall from time to time approve, which
Award Document shall comply with and be subject to the following terms and
conditions and such other terms and conditions as the Committee shall from time
to time require which are not inconsistent with the terms of the Plan. A Grantee
shall not have any rights with respect to an Award until and unless such Grantee
shall have executed an Award Document containing the terms and conditions
determined by the Committee.

            A. Number of Shares and Price. Each Award Document shall state the
number of Shares of Restricted Stock to which it pertains. No cash or other
consideration shall be required to be paid by the Grantee for an Award.

            B. Certificates. Each Grantee shall be issued a certificate in
respect of Shares subject to an Award. Such certificate shall be registered in
the name of the Grantee and shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such Award. The Company may
require that the certificate evidencing such Shares be held by the Company until
all restrictions on such Shares have lapsed.

            C. Restrictions. Subject to the provisions of the Plan and the Award
Documents, during a period set by the Committee commencing with the date of such
Award, which period shall extend for at least six months from the date of such
Award (except as provided by Section 9.G), the Grantee shall not be permitted to
sell, transfer, pledge, assign, or otherwise dispose of the Restricted Stock
awarded under the Plan.

            D. Lapse of Restrictions. Subject to the provisions of the Plan and
the Award Document, restrictions upon Restricted Stock shall lapse at such time
or times and on such terms and conditions as the Committee may determine and set
forth in the Award Document; provided, however, that the restrictions upon such
Shares shall lapse only if the Grantee on the date of such lapse is, and has
continuously been an employee of the Company or its Affiliate from the date such
Award was granted. The Award Document may provide for the lapse of restrictions
in installments, as determined by the Committee. In the event that a Grantee's
employment

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terminates as a result of the Grantee's death or Disability, all remaining
restrictions with respect to such Grantee's Restricted Stock shall immediately
lapse, unless otherwise provided in the Award Document.

            E. Rights of the Grantee. Grantees may have such rights with respect
to the Shares subject to an Award as may be determined by the Committee and set
forth in the Award Document, including the right to vote such Shares and the
right to receive dividends paid with the respect to such Shares.

            F. Dividends. The Committee may, in its sole discretion, provide in
an Award Document that an amount equivalent to any dividends payable with
respect to the number of Shares of Restricted Stock granted, but not yet
delivered, be invested and reinvested in additional Shares of Restricted Stock,
which shall be subject to the same restrictions as Restricted Stock to which the
dividends relate. Such Shares of Restricted Stock shall be reflected in
accordance with the terms of the Award Document by the credit of additional full
or fractional Shares, calculated to the thousandth of a Share, in an amount
equal to the value of the declared dividend divided by the Fair Market Value of
a Share on the date of payment of the dividend. Any arrangements for the credit
of additional Shares of Restricted Stock shall terminate if, and to the extent
that, under the terms of the Award Document the right to receive the Restricted
Stock to which the dividends relate shall terminate or lapse.

            G. Forfeiture of Restricted Stock. In the event that a Grantee's
employment with the Company terminates for any reason other than because of
death or Disability, any Restricted Stock held by such Grantee shall be
forfeited by the Grantee and reacquired by the Company. The Company may, in its
sole discretion, waive, in whole or in part, any remaining restrictions with
respect to such Grantee's Restricted Stock.

            H. Delivery of Shares. When the restrictions imposed on Restricted
Stock expire or have been canceled with respect to one or more Shares (whether
issued as an Award or as additional Restricted Stock pursuant to Section 9.F),
the Company shall notify the Grantee that such restrictions no longer apply with
respect to such Shares, and shall deliver to the Grantee (or the person to whom
ownership rights in such Restricted Stock may have passed by will or the laws of
descent and distribution) a certificate for the number of Shares for which
restrictions have been canceled or have expired, without any legend or
restrictions (except those that may be imposed by the Committee in its sole
judgment to ensure compliance with the then existing requirements of the Act and
the Exchange Act). The right to payment for any fractional Shares that may have
accrued shall be satisfied in cash based on the Fair Market Value of a Share on
the date the restriction with respect to such fractional Share lapsed or
terminated.

      10. Change of Control. In the event of a Change of Control, the Committee
may take whatever action with respect to Options and Awards outstanding as it
deems necessary or desirable, including, without limitation, accelerating the
expiration or termination date or the date of exercisability in any Option
Documents, or removing any restrictions from or imposing any additional
restrictions on any outstanding Awards.

            A "Change of Control" shall be deemed to have occurred upon the
earliest to occur of the following events: (i) the date the shareholders of the
Company (or the Board of

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Directors, if shareholder action is not required) approve a plan or other
arrangement pursuant to which the Company will be dissolved or liquidated, or
(ii) the date the shareholders of the Company (or the Board of Directors, if
shareholder action is not required) approve a definitive agreement to sell or
otherwise dispose of substantially all of the assets of the Company, or (iii)
the date the shareholders of the Company (or the Board of Directors, if
shareholder action is not required) and the shareholders of the other
constituent corporation (or its board of directors if shareholder action is not
required) have approved a definitive agreement to merge or consolidate the
Company with or into such other corporation, other than, in either case, a
merger or consolidation of the Company in which holders of shares of the
Company's Common Stock or other common voting stock immediately prior to the
merger or consolidation will hold at least a majority of the ownership of common
stock of the surviving corporation (and, if one class of common stock is not the
only class of voting securities entitled to vote on the election of directors of
the surviving corporation, a majority of the voting power of the surviving
corporation's voting securities) immediately after the merger or consolidation,
which common stock (and if applicable voting securities) is to be held in the
same proportion to one another as such holders' ownership of Common Stock or
other common voting stock of the Company immediately before the merger or
consolidation, or (iv) the date any entity, person or group (within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) other than M.
Thomas Grumbacher, members of his family, his lineal descendants, or entities of
which such persons are the beneficial owners of at least fifty percent (50%) of
the voting interests, the Company or any of its Affiliates, or any employee
benefit plan (or related trust) sponsored or maintained by the Company or any of
its Affiliates, shall have become the beneficial owner of, or shall have
obtained voting control over, outstanding shares of the Company's voting stock
representing more than fifty percent (50%) of the voting power of all of the
Company's outstanding voting stock, or (v) the first day after the date this
Plan is effective when directors constituting a majority of the Board of
Directors shall have been members of the Board of Directors for less than twelve
(12) months, unless the nomination for election of each new director who was not
a director at the beginning of such twelve (12) month period was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period.

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      11. Adjustments on Changes in Capitalization. The aggregate number of
Shares and class of Shares as to which Options and Awards may be granted
hereunder, the limitation as to grants to individuals set forth in Section 8.A
hereof, the number of Shares covered by each outstanding Option or Award, and
the Option Price for each related outstanding Option, shall be appropriately
adjusted in the event of a stock dividend, stock split, recapitalization or
other change in the number or class of issued and outstanding equity securities
of the Company resulting from a subdivision or consolidation of the Common Stock
and/or, if appropriate, other outstanding equity securities or a
recapitalization or other capital adjustment (not including the issuance of
Common Stock on the conversion of other securities of the Company which are
convertible into Common Stock) affecting the Common Stock which is effected
without receipt of consideration by the Company. The Committee shall have
authority to determine the adjustments to be made under this Section, and any
such determination by the Committee shall be final, binding and conclusive;
provided, however, that no adjustment shall be made which will cause an ISO to
lose its status as such without the consent of the Optionee, except for
adjustments made pursuant to Section 10 hereof.

      12. Amendment of the Plan. The Board of Directors of the Company may amend
the Plan from time to time in such manner as it may deem advisable.
Nevertheless, the Board of Directors of the Company may not: (i) change the
class of individuals eligible to receive an ISO, (ii) increase the maximum
number of Shares as to which Options or Awards may be granted, or (iii) make any
other change or amendment as to which shareholder approval is required in order
to satisfy the conditions set forth in Rule 16b-3 promulgated under the Exchange
Act, in each case without obtaining approval, within twelve months before or
after such action, by (A) vote of a majority of the votes cast at a duly called
meeting of the shareholders at which a quorum representing a majority of all
outstanding voting stock of the Company is, either in person or by proxy,
present and voting on the matter, or (B) a method and in a degree that would be
treated as adequate under applicable state law for actions requiring shareholder
approval, including without limitation by written consent of shareholders
constituting a majority of all shares of outstanding voting stock of the Company
entitled to vote. No amendment to the Plan shall adversely affect any
outstanding Option or Award, however, without the consent of the Optionee or
Grantee.

      13. No Commitment to Retain. The grant of an Option or Award shall not be
construed to imply or to constitute evidence of any agreement, express or
implied, on the part of the Company or any Affiliate to retain the Optionee or
Grantee in the employ of the Company or an Affiliate and/or as a member of the
Company's Board of Directors or in any other capacity.

      14. Withholding of Taxes. Whenever the Company proposes or is required to
deliver or transfer Shares in connection with an Award or the exercise of an
Option, the Company shall have the right to (a) require the recipient to remit
or otherwise make available to the Company an amount sufficient to satisfy any
federal, state and/or local withholding tax requirements prior to the delivery
or transfer of any certificate or certificates for such Shares or (b) take
whatever other action it deems necessary to protect its interests with respect
to tax liabilities. The Company's obligation to make any delivery or transfer of
Shares shall be conditioned on the Optionee's or Grantee's compliance, to the
Company's satisfaction, with any withholding requirement.

      15. Interpretation. The Plan is intended to enable transactions under the
Plan with respect to directors and officers (within the meaning of Section 16(a)
under the Securities

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Exchange Act) to satisfy the conditions of Rule 16b-3 promulgated under the
Exchange Act; any provision of the Plan which would cause a conflict with such
conditions shall be deemed null and void to the extent permitted by applicable
law and in the discretion of the Board of Directors.

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