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                                                                   EXHIBIT 10.26

                                CERES GROUP, INC.

                     1998 KEY EMPLOYEE SHARE INCENTIVE PLAN



         1. GENERAL. This 1998 Key Employee Share Incentive Plan ("Plan")
provides key employees of Ceres Group, Inc. ("CERES") or subsidiary corporations
of CERES with the opportunity to acquire or expand their equity interest in
CERES by making available for award or purchase common shares, without par
value, of CERES ("Common Shares"), through the granting of nontransferable
options to purchase Common Shares ("Options") and the granting of
nontransferable options to receive payments based on the appreciation of Common
Shares ("SARs"). Options and SARs are collectively referred to herein as
"Grants"; an individual grant of Options is individually referred to herein as a
"Grant". CERES intends that key employees may be granted, simultaneously or from
time to time, Stock Options that qualify as incentive stock options ("Incentive
Stock Options" under Section 422 of the Internal Revenue Code of 1986, as
amended ("Code") or stock options that do not so qualify ("Non-qualified Stock
Options"). No provision of the Plan is intended or shall be construed to grant
employees alternative rights in any Incentive Stock Option granted under the
Plan so as to prevent such Option from qualifying under Section 422 of the Code.

         2. PURPOSE OF THE PLAN. The purpose of the Plan is to provide
incentives to key employees of CERES or of subsidiary corporations of CERES, by
encouraging such employees to acquire a larger share ownership in the CERES,
thereby increasing their proprietary interest in CERES's business and enhancing
their personal financial interest in its success. For purposes of the Plan, a
"subsidiary corporation" consists of any corporation fifty percent (50%) of the
shares of which are directly or indirectly owned or controlled by CERES.

         3. EFFECTIVE DATE OF THE PLAN. The Plan shall have a stated effective
date of October 1, 1998. However, the Plan is and shall be effective upon its
adoption by the Board of Directors, subject to approval by holders of a majority
of the total votes cast on a proposal to approve the Plan at a meeting of the
shareholders at which a quorum is present. If the Plan is not so approved within
twelve (12) months after the date the Plan is adopted by the Board of Directors,
the Plan and any Grants made hereunder shall be null and void. However, if the
Plan is approved, no further shareholder approval shall be required with respect
to the making of Grants pursuant to the Plan, except as provided in Section 11
hereof.

         4. ADMINISTRATION OF THE PLAN. The Plan will be administered by the
Compensation Committee of the Board of Directors of CERES ("Committee") which
shall consist of not less than three members. None of the Committee members
shall be employees of CERES or its subsidiary corporations nor be eligible to
receive an Option while serving as a member of the Committee. Each of the
Committee members shall be a "Non-Employee Director" within the meaning of Rule
16b-3 promulgated by the Securities and Exchange

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Commission under the Securities Exchange Act of 1934, or any successor
definition adopted by the Securities Exchange Commission, and each shall be an
"outside director" within the meaning of Section 162(m) of the Code. The Board
may also select one or more qualified Directors to serve as alternate members of
the Committee, who may take the place of any absent member or members at any
meeting of the Committee. The Committee shall be authorized to administer the
Plan in accordance with its terms and may adopt, amend or repeal such rules and
regulations as the Committee may desire concerning the conduct of its affairs.
The interpretation and construction by the Committee of any provision of the
Plan or of any Grant under it and the administration of the Plan by the
Committee shall be final.

         A majority of the Committee shall constitute a quorum. The acts of a
majority of the members present at any meeting at which a quorum is present (or
acts unanimously approved in writing by the members of the Committee) shall
constitute binding acts of the Committee. No member of the Board of Directors or
the Committee shall be liable for any action taken or omitted, or any
determination made, in good faith in connection with the Plan.

         Subject to the terms and conditions of the Plan, the Committee is
authorized and empowered:

         (a)      To select the key employees to whom Grants may be made;

         (b)      To determine the number of Common Shares to be covered by any
                  Grant;

         (c)      To prescribe the terms and conditions of any Grants made under
                  the Plan, and the form and agreement used in connection with
                  the grant of Options and SARs;

         (d)      To determine the time or times when Options and SARs will be
                  granted and when they will terminate in whole or in part;

         (e)      To determine the time or times when Options and SARs that are
                  granted may be exercised;

         (f)      To determine, at the time a Stock Option is granted under the
                  Plan, whether such Option is an Incentive Stock Option
                  entitled to the benefits of Section 422 of the Code;

         (g)      To establish any other Option agreement provisions not
                  inconsistent with the terms and conditions of the Plan or,
                  where the Stock Option is an Incentive Stock Option, with the
                  terms and conditions of Section 422 of the Code; and

         (h)      To determine whether SARs will be made part of any Grants
                  consisting of Options, and to approve any SARs made part of
                  any such Grants pursuant to Section 8 hereof.

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         5. PERSONS ELIGIBLE FOR GRANTS. Grants may be made from time to time
to those key employees and directors of CERES or of a subsidiary corporation
who are designated by the Committee in its sole and exclusive discretion. Key
employees may include, but shall not necessarily be limited to, employees who
are also members of the Board of Directors (excluding members of the
Committee), officers of CERES, and officers of any subsidiary corporation.
However, Stock Options intended to qualify as Incentive Stock Options shall
only be granted to employees while actually employed by CERES or a subsidiary
corporation. The Committee may grant more than one Option, with or without
SARs, to the same key employee. No Option will be granted to any key employee
during any period of time when such key employee is on a leave of absence.

         6. SHARES SUBJECT TO THE PLAN; ADJUSTMENTS TO OPTIONS; GRANTS. Upon the
approval of the Plan by the shareholders, Two Million (2,000,000) presently
authorized but unissued Common Shares of CERES shall be reserved, allotted and
set aside for issuance under the Plan, subject to the next sentence and Section
7(h). If a SAR is granted in tandem with an Option pursuant to Section 8 and
such SAR is thereafter exercised in whole or in part, then such Option or the
portion thereof to which the duly exercised SAR relates shall be deemed to have
been exercised for purposes of such Option, but the Common Shares which were
issuable to such Option or the portion thereof to which the duly exercised SAR
relates may be made available for reoffering under the Plan to any eligible key
employee.

         If, at any time subsequent to the date of adoption of the Plan by the
Board of Directors, the number of Common Shares are increased or decreased, or
changed into or exchanged for a different number or kind of shares of stock or
other securities of CERES or of another corporation (whether as a result of a
stock split, stock dividend, combination or exchange of shares, exchange for
other securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or otherwise): (i) there shall automatically be
substituted for each Common Share subject to an unexercised Stock Option or SAR
(in whole or in part) granted under the Plan, the number and kind of shares of
stock or other securities into which each outstanding Common Share shall be
changed or for which each such Common Share shall be exchanged; and (ii) the
option price per Common Share or unit of securities shall be increased or
decreased proportionately so that the aggregate purchase price for the
securities subject to a Stock Option or SAR shall remain the same as immediately
prior to such event. In addition to the foregoing, the Committee shall be
entitled in the event of any such increase, decrease or exchange of Common
Shares to make other adjustments to the securities subject to a Stock Option or
SAR, the provisions of the Plan, and to any related Stock Option or SAR
agreements (including adjustments which may provide for the elimination of
fractional shares), where necessary to preserve the terms and conditions of any
Grants hereunder.

         7. STOCK OPTION PROVISIONS.

         (a) GENERAL. The Committee may grant to key employees (also referred to
as "optionees") nontransferable Stock Options that either qualify as Incentive
Stock Options under Section 422 of the Code or do not so qualify. However, any
Stock Option that is an Incentive Stock Option shall only be granted within ten
(10) years from the earlier of (i) the date this Plan


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is adopted by the Board of Directors of CERES; or (ii) the date this Plan is
approved by the shareholders of CERES.

         (b) STOCK OPTION PRICE. The option price per Common Share which may be
purchased under the Plan shall be determined by the Committee at the time of
Grant, but shall not be less than one hundred percent (100%) of the fair market
value of a Common Share, determined as of the date such Option is granted;
however, if a key employee to whom an Incentive Stock Option is granted is, at
the time of the grant of such Option, an "owner," as defined in Section
422(b)(6) of the Code (modified as provided in Section 424 (d) of the Code) of
more than ten percent (10%) of the total combined voting power of all classes of
stock of CERES or any subsidiary corporation (a "Substantial Shareholder"), the
price per Common Share of such option, as determined by the Committee, shall not
be less than one hundred ten percent (110%) of the fair market value of a Common
Share on the date such Option is granted. The option price per Common Share
under each Stock Option granted pursuant to the Plan that is not an Incentive
Stock Option shall be determined by the Committee at the time of Grant. The fair
market value of a Common Share shall be determined in accordance with procedures
to be established by the Committee; provided, that so long as Common Shares are
traded or exchanged on the NASDAQ National Market, the fair market value of a
Common Share for any given date shall be considered the average of the bid and
asked prices quoted on that date. The day on which the Committee approves the
granting of an Option shall be considered the date on which such Option is
granted.

         (c) PERIOD OF OPTION. The Committee shall determine when each Stock
Option is to expire. However, no Stock Option (including without limitation, an
Incentive Stock Option) may be exercisable for a period of more than ten (10)
years from the date it is granted. Further, no Incentive Stock Option granted to
an employee who is a Substantial Shareholder at the time of the grant of such
Option shall be exercisable after the expiration of five (5) years from the date
of grant of such Option.

         (d) LIMITATION ON EXERCISE AND TRANSFER OF OPTIONS. Only the key
employee to whom an Option is granted may exercise such Option, except in those
cases where a guardian or other legal representative has been duly appointed for
such key employee, and except as otherwise provided in the case of such key
employee's death. No Option granted hereunder shall be transferable by an
optionee other than by will or the laws of descent and distribution; provided,
however, that if so provided in the instrument evidencing the Option, the
Compensation Committee may permit an optionee to transfer the Option during his
lifetime to one or more members of his family or to one or more trusts for the
benefit of one or more members of his family so long as no consideration is paid
for such transfer and such transfer would not result in the loss of any
exemption under Rule 16b-3 for any Option that the Compensation Committee does
not permit to be so transferred. The transferee of an Option shall be subject to
all restrictions, terms, and conditions applicable to the Option prior to its
transfer, except that the Option shall not be further transferable inter vivos
by the transferee. The Compensation Committee may impose on any transferable
Option and on the Common Shares to be issued upon the exercise of the Option
such limitations and conditions as the Committee


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deems appropriate. No Option granted hereunder can be pledged or hypothecated,
nor shall any such Option be subject to execution, attachment or similar
process.

         (e) EMPLOYMENT; HOLDING PERIOD REQUIREMENTS FOR CERTAIN OPTIONS. The
Committee may condition the exercise of any Option granted hereunder upon the
continued employment of the optionee by CERES or by a subsidiary corporation,
and may make any such Option immediately exercisable. However, the Committee
will require that, from and after the date of grant of any Incentive Stock
Option until the date three (3) months prior to the date such Option is
exercised, such optionee must be an employee of the Company or of a subsidiary
corporation, but always subject to the right of CERES or any subsidiary
corporation to terminate such optionee's employment of such during such period.
Each Option shall be subject to such additional restrictions as to the time and
method of exercise as shall be prescribed by the Committee. Upon satisfaction of
such requirements, if any, an Option or the appropriate portion thereof may be
exercised in whole or in part from time to time during the option period;
however, such exercise right(s) shall be limited to blocks of at least one
hundred (100) Common Shares.

         (f) PAYMENT OF OPTION PRICE. An Option shall be exercised by an
optionee giving written notice to CERES of his/her intention to exercise the
same, accompanied by full payment of the purchase price in cash or by check, or,
with the consent of the Committee, in whole or in part with a surrender of
Common Shares having a fair market value on the date of exercise equal to that
portion of the purchase price for which payment in cash or check is not made.
The Committee may, in its sole discretion, approve other methods of exercise for
an Option or payment of the option price, provided that no such method shall
cause any option granted under the Plan as an Incentive Stock Option to not
qualify under Section 422 of the Code or cause any Common Share issued in
connection with the exercise of an option not to be a fully paid and
non-assessable Common Share.

         (g) CERTAIN REISSUANCES OF STOCK OPTIONS. To the extent Common Shares
are surrendered by an optionee in connection with the exercise of an Option in
accordance with Section 7(f), the Committee may in its sole discretion grant new
Options to such optionee (to the extent Common Shares remain available for
Grants), subject to the following terms and conditions:

         (i)      The number of Common Shares issuable pursuant to the new
                  Options shall be equal to the number of Common Shares being
                  surrendered by the optionee;

         (ii)     The option price per Common Share shall be equal to the fair
                  market value of a Common Share, on the date of exercise of
                  those Options whose exercise caused such Grant; and

         (iii)    The terms and conditions of such Options shall in all other
                  respects replicate the terms and conditions of those Options
                  whose exercise caused such Grant, except to the extent such
                  terms and conditions are determined


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                  to not be wholly consistent with the general provisions of
                  this Section 7, or in conflict with the remaining provisions
                  of the Plan.

         (h) CANCELLATION AND REPLACEMENT OF STOCK OPTIONS; REALLOCATION OF
UNUSED COMMON SHARES. The Committee may at any time or from time to time permit
the voluntary surrender by an optionee who is the holder of any outstanding
Stock Options under the Plan, where such surrender is conditioned upon the
granting to such optionee of new Stock Options for such number of shares as the
Committee shall determine, or may require such a voluntary surrender as a
condition precedent to the grant of new Stock Options. The Committee shall
determine the terms and conditions of new Stock Options, including the prices at
and periods during which they may be exercised, in accordance with the
provisions of this Plan, all or any of which may differ from the terms and
conditions of the Stock Options surrendered. Any such new Stock Options shall be
subject to all the relevant provisions of this Plan. The Common Shares subject
to any Stock Option so surrendered, and/or any Common Shares subject to any
Stock Option that has lapsed, been forfeited, or been cancelled and extinguished
in connection with the exercise of an SAR, shall no longer be charged against
the limitation provided in Section 6 of this Plan and may again become shares
subject to the Plan. The granting of new Stock Options in connection with the
surrender of outstanding Stock Options under this Plan shall be considered for
the purposes of the Plan as the granting of new Stock Options and not an
alteration, amendment or modification of the Plan or of the Stock Options being
surrendered. Common Shares that are not purchased through the exercise of
Options that terminate or lapse may be used for further Grants under the Plan.

         (i) LIMITATION ON EXERCISABLE INCENTIVE STOCK OPTIONS. The aggregate
fair market value of the Common Shares first becoming subject to exercise as
Incentive Stock Options by a key employee during any given calendar year shall
not exceed the sum of One Hundred Thousand Dollars ($100,000). Such aggregate
fair market value shall be determined as of the date such Option is granted,
taking into account, in the order in which granted, any other incentive stock
options granted by CERES or by a parent or subsidiary corporation.

         8. SHARE APPRECIATION RIGHTS. A key employee may be granted the right
to receive a payment based on the increase in the value of Common Shares
occurring after the date of such Grant. Such rights shall be known as SARs. SARs
may (but need not) be granted to a key employee in tandem with, and exercisable
in lieu of exercising, a Grant of Options. SARs will be granted upon terms and
conditions specified by the Committee receiving such Grant, or by a subsidiary
corporation if such subsidiary corporation is the employer of the key employee
receiving such Grant. No optionee is entitled to a Grant of SARs solely as a
result of the grant of an Option to him. Any SAR if granted in tandem with a
Grant of Options, may only be exercised by the holder thereof with respect to
all, or a portion, of the Options to which such tandem SAR applies. When granted
in tandem with an Option, a SAR shall provide that the holder of an Option shall
have the right to receive an amount equal to one hundred percent (100%) of the
excess, if any, of the fair market value of the Common Shares covered by such
Option, determined as of the date of exercise of such SAR by the Committee (in
the same manner as such value is determined for purposes of the granting of
Stock Options), over the price to be paid for such Common Shares under such
Option. Such amount will be payable by either


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the Company or the subsidiary corporation, whichever such corporation is the
employer of the employee, in one or more of the following manners, as determined
by the Committee:

         (a)      cash (or check);

         (b)      Common Shares having a fair market value equal to such amount;
                  or

         (c)      a combination of cash (or check) and Common Shares.

In the case of SARs granted in tandem with Options, in no event may any person
exercise any such SARs unless (i) such person is then permitted to exercise the
Options with respect to which such SARs relate, and (ii) the fair market value
of the Common Shares covered by the tandem Options, determined as provided
above, exceeds the option price of such Common Shares. Upon the exercise of any
SARs, the Stock Option, or that portion thereof to which such SARs relate, shall
be canceled and automatically extinguished. A SAR granted in tandem with a Stock
Option hereunder shall be made a part of the Stock Option agreement to which
such SAR relates, in a form approved by the Committee and not inconsistent with
this Plan. The granting of a Stock Option or SAR shall impose no obligation upon
the optionee to exercise such Stock Option or SAR. The obligation of CERES or a
subsidiary corporation to satisfy SARs shall not be funded or secured in any
manner. No SAR granted hereunder shall be transferable by the key employee
granted such SAR, other than by will or the laws of descent and distribution.

         After the Grant of an SAR, an optionee intending to rely on an
exemption from Section 16(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") shall be required to hold such SAR for six (6) months from the
date the price for such SAR is fixed to the date of cash settlement.
Additionally, in order to remain exempt from Section 16(b) of the Exchange Act,
an SAR must be exercised by an optionee subject to such Section only during the
period beginning on the third business day following the release of a summary
statement of CERES's quarterly or annual sales and earnings and ending on the
twelfth business day following said date.

         9. TERMINATION OF EMPLOYMENT. If a key employee ceases to be an
employee of CERES and every subsidiary corporation, for a reason other than
death, retirement, or permanent and total disability, his/her Grants shall,
unless extended by the Committee on or before his/her date of termination of
employment, terminate on the effective date of such termination of employment.
Neither the key employee nor any other person shall have any right after such
date to exercise all or any part of his Stock Options or SARs.

         If termination of employment is due to death or permanent and total
disability, then outstanding Stock Options and SARs may be exercised within the
one (1) year period ending on the first anniversary of such death or permanent
and total disability. In the case of death, such outstanding Stock Options and
SARs shall be exercised by such key employee's estate, or the person designated
by such key employee by will, or as otherwise designated by the laws of descent
and distribution. Notwithstanding the foregoing, in no event shall any Option or
SAR be exercisable after the expiration of the option period, and in the case of
exercises made


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after a key employee's death, not to any greater extent than the key employee
would have been entitled to exercise such Option or SAR at the time of his
death.

         Subject to the discretion of the Committee, if a key employee
terminates employment with CERES and all subsidiary corporations because of
normal or early retirement under the Retirement Plan for Employees of Ceres
Group, Inc. (or any successor retirement plan), any then-outstanding Options or
SARs held by such key employee shall lapse at the earlier of the end of the term
of such Option or SAR, or ninety (90) days after such retirement or permanent
and total disability.

         If a key employee of CERES or one of its subsidiary corporations is
granted a leave of absence because of sickness or the need to enter military
service, his/her employment with CERES or such subsidiary corporation shall not
be considered terminated, and he/she shall be deemed an employee of CERES or
such subsidiary corporation during such leave of absence or any extension
thereof granted by CERES or such subsidiary corporation.

         10. CHANGE IN CONTROL. Upon the occurrence of a Change in Control (as
defined below), notwithstanding any other provisions hereof or of any agreement
to the contrary, all Options and SARs granted under this Plan shall immediately
vest and become exercisable in full.

         For purposes of this Plan, a Change in Control shall be deemed to have
occurred if: (i) a tender offer shall be made and consummated for the ownership
of 25% or more of the outstanding voting securities of CERES; (ii) CERES shall
be merged or consolidated with another corporation and, as a result of such
merger or consolidation, less than 75% of the outstanding voting securities of
the surviving or resulting corporation shall be owned in the aggregate by the
former shareholders of CERES as the same shall have existed immediately prior to
such merger or consolidation; (iii) CERES shall sell substantially all of its
operating assets to another corporation which is not a wholly owned subsidiary;
or (iv) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3)
(as in effect on the date hereof) of the Exchange Act shall acquire, other than
by reason of inheritance, twenty-five percent (25%) or more of the outstanding
voting securities of CERES (whether directly, indirectly, beneficially or of
record). In determining whether a Change in Control has occurred, gratuitous
transfers made by a person to an affiliate of such person (as determined by the
Board of Directors of CERES), whether by gift, devise or otherwise, shall not be
taken into account. For purposes of this Plan, ownership of voting securities
shall take into account and shall include ownership as determined by applying
the provisions of Rule 13d-3(d)(1)(i) as in effect on the date hereof pursuant
to the Exchange Act.

         11. AMENDMENT, SUSPENSION AND TERMINATION. The Committee is authorized
to interpret this Plan and from time to time adopt any rules and regulations for
carrying out this Plan that it may deem advisable. Subject to the approval of
the Board of Directors of CERES, the Committee may at any time amend, modify,
suspend or terminate this Plan. In no event, however, without the approval of
shareholders, shall any action of the Committee or the Board of Directors result
in:


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         (a)      Materially amending, modifying or altering the eligibility
                  requirements provided in Section 5 hereof;

         (b)      Materially increasing, except as provided in Section 6 hereof,
                  the maximum number of shares subject to Grants; or

         (c)      Materially increasing the benefits accruing to participants
                  under this Plan, except to conform this Plan and any
                  agreements made hereunder to changes in the Code or governing
                  law.

         12. INVESTMENT REPRESENTATION; APPROVALS AND LISTING. The Committee may
condition any Grant hereunder upon receipt of the following investment
representation from the optionee:

         "I agree that any Common Shares of Ceres Group, Inc. that I may acquire
         by virtue of this Option or SAR shall be acquired for investment
         purposes only and not with a view to distribution or resale, and may
         not be transferred, sold, assigned, pledged, hypothecated or otherwise
         disposed of by me unless (i) a registration statement or post-effective
         amendment to a registration statement under the Securities Act of 1933,
         as amended, with respect to said Common Shares has become effective so
         as to permit the sale or other disposition of said shares by me; or
         (ii) there is presented to Ceres Group, Inc.. an opinion of counsel
         satisfactory to Ceres Group, Inc. to the effect that the sale or other
         proposed disposition of said Common Shares by me may lawfully be made
         otherwise than pursuant to an effective registration statement or
         post-effective amendment to a registration statement relating to the
         said Shares under the Securities Act of 1933, as amended."

         CERES shall not be required to issue any certificate or certificates
for Common Shares upon the exercise of any Option or SAR granted under this Plan
prior to (i) the obtaining of any approval from any governmental agency which
the Committee shall, in its sole discretion, determine to be necessary or
advisable; (ii) the admission of such shares to listing on any national
securities exchange on which the Common Shares may be listed or any other system
for trading Common Shares (including, without limitation, the NASDAQ National
Market); (iii) the completion of any registration or other qualifications of the
Common Shares under any state or federal law or ruling or regulations of any
governmental body which the Committee shall, in its sole discretion, determine
to be necessary or advisable or the determination by the Committee, in its sole
discretion, that any registration or other qualification of the Common Shares is
not necessary or advisable; and (iv) the obtaining of an investment
representation from the optionee in the form stated above or in such other form
as the Committee, in its sole discretion, shall determine to be adequate.

         13. GENERAL PROVISIONS. The form and substance of Option agreements and
SAR agreements made hereunder, whether granted at the same or different times,
need not be identical. Nothing in this Plan or in any agreement shall confer
upon any key employee any right to continue in the employ of CERES or any of its
subsidiary corporations, to be entitled to any remuneration or benefits not set
forth in this Plan or such Grant, or to interfere with or limit the


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right of CERES or any subsidiary corporation to terminate his employment at any
time, with or without cause. Nothing contained in this Plan or in any Option
agreement or SAR shall be construed as entitling any optionee to any rights of a
shareholder as a result of the grant of an Option or an SAR, until such time as
Common Shares are actually issued to such optionee pursuant to the exercise of
such Option or SAR. The successors and assigns of CERES may assume this Plan.
The liability of CERES under this Plan and any sale made hereunder is limited to
the obligations set forth herein with respect to such sale and no term or
provision of this Plan shall be construed to impose any liability on CERES in
favor of any employee with respect to any loss, cost or expense which the
employee may incur in connection with or arising out of any transaction in
connection with this Plan. The expense of administering the Plan shall be borne
by CERES. The Plan, and all options and actions taken thereunder and any
agreements relating thereto shall be governed by, and controlled in accordance
with the laws of CERES's state of incorporation, without regard to its conflicts
of law principles or statute. The captions and section numbers appearing in this
Plan are inserted only as a matter of convenience; they do not define, limit,
construe or describe the scope or intent of the provisions of this Plan.

         TERMINATION OF THE PLAN. This Plan shall terminate on the tenth (10th)
anniversary of its effective date, as determined in accordance with Section 3 of
this Plan, but no later than September 30, 2008. This Plan may be terminated
earlier in accordance with Section 11 of this Plan. After the Plan terminates,
no Options or SARs shall be granted hereunder. All Options and SARs outstanding
at the time of termination of the Plan shall continue in full force and effect
according to their terms and the terms and conditions of the Plan.




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