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                                                                    EXHIBIT 10.1

                                SONOSITE, INC.

           1998 Option, Stock Appreciation Right, Restricted Stock,
                     Stock Grant and Performance Unit Plan
                 (as amended and restated on February 8, 2001)


1.  Purpose

    The purpose of the Plan is to enhance the long-term shareholder value of the
Corporation by offering opportunities to selected persons to participate in the
Corporation's growth and success, and to encourage them to remain in the service
of the Corporation and its subsidiaries and to acquire and maintain stock
ownership in the Corporation.

2.  Definitions

    The following terms have the corresponding meanings for purposes of the
Plan:

    "Award Cycle" means a period of not less than three fiscal years over which
performance units granted during a particular year are to be earned out.

    "Change in Control" means

    (a) a "Board Change." For purposes of the Plan, a Board Change shall have
occurred if a majority of the seats (other than vacant seats) on the
Corporation's Board of Directors (the "Board") were to be occupied by
individuals who were neither (i) nominated by a majority of the Incumbent
Directors nor (ii) appointed by directors so nominated. An "Incumbent Director"
is a member of the Board who has been either (i) nominated by a majority of the
directors of the Corporation then in office or (ii) appointed by directors so
nominated, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) or other actual or threatened solicitation of proxies or consents by or
on behalf of a Person (as defined in Section 2(b)) other than the Board; or

    (b) The acquisition by any individual, entity or group (within the meaning
of Section 13(d) (3) or 14(d) (2) of the Exchange Act) (a "Person") of
"Beneficial Ownership" (within the meaning of Rule 13d3 promulgated under the
Exchange Act) of (i) 20% or more of either (A) the then outstanding shares of
common stock (the "Outstanding Corporation Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors (the
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"Outstanding Corporation Voting Securities"), in the case of either (A) or (B)
of this clause (i), which acquisition is not approved in advance by a majority
of the Incumbent Directors or (ii) 33% or more of either (A) the Outstanding
Corporation Common Stock or (B) the Outstanding Corporation Voting Securities,
in the case of either (A) or (B) of this clause (ii), which acquisition is
approved in advance by a majority of the Incumbent Directors; provided, however,
that the following acquisitions shall not constitute a Change in Control: (x)
any acquisition by the Corporation, (y) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Corporation or any
corporation controlled by the Corporation, or (z) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if, following
such reorganization, merger or consolidation, the conditions described in
clauses (i), (ii) and (iii) of the following subsection (c) are satisfied; or

    (c) Approval by the shareholders of the Corporation of a reorganization,
merger or consolidation, in each case, unless, following such reorganization,
merger or consolidation, (i) more than 60% of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Corporation Common Stock
and Outstanding Corporation Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger or
consolidation, of the Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case may be, (ii) no Person (excluding the
Corporation, any employee benefit plan (or related trust) of the Corporation or
such corporation resulting from such reorganization, merger or consolidation and
any Person beneficially owning, immediately prior to such reorganization, merger
or consolidation, directly or indirectly, 33% or more of the Outstanding
Corporation Common Stock or Outstanding Corporation Voting Securities, as the
case may be) beneficially owns, directly or indirectly, 33% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors, and (iii) at least a
majority of the members of the board of directors of the corporation resulting
from such reorganization, merger or consolidation were Incumbent Directors at
the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or

    (d) Approval by the shareholders of the Corporation of (i) a complete
liquidation or dissolution of the Corporation or (ii) the sale or other
disposition of all or substantially all of the assets of the Corporation, other
than to a corporation, with respect to which

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following such sale or other disposition, (A) more than 60% of, respectively,
the then outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding
Corporation Common Stock and Outstanding Corporation Voting Securities
immediately prior to such sale or other disposition in substantially the same
proportion as their ownership, immediately prior to such sale or other
disposition, of the Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case may be, (B) no Person (excluding the
Corporation and any employee benefit plan (or related trust) of the Corporation
or such corporation and any Person beneficially owning, immediately prior to
such sale or other disposition, directly or indirectly, 33% or more of the
Outstanding Corporation Common Stock or Outstanding Corporation Voting
Securities, as the case may be) beneficially owns, directly or indirectly, 33%
or more of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors, and (C) at least a majority of the members of the board of directors
of such corporation were approved by a majority of the Incumbent Directors at
the time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Corporation.

    "Committee" means the Committee provided for in Section 6, which shall
administer the Plan.

    "Common Stock" means common stock, par value $0.01 per share, of the
Corporation.

    "Corporation" means SonoSite, Inc., a Washington corporation.

    "Designated Beneficiary" means any person designated in writing by a
Participant as a legal recipient of payments due under an award in the event of
the Participant's death, or in the absence of such designation, the
Participant's estate. Such designation must be on file with the Corporation in
order to be effective but, unless the Participant has made an irrevocable
designation, may be changed from time to time by the Participant.

    "Disability," unless otherwise defined by the Plan Administrator, means a
mental or physical impairment of the Participant that is expected to result in
death or that has lasted or is expected to last for a continuous period of 12
months or more and that causes the Participant to be unable, in the opinion of
the Corporation, to perform his or her duties for the Corporation or its
subsidiaries and to be engaged in any substantial gainful activity.

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    "Early Retirement" means early retirement as that term is defined by the
Plan Administrator from time to time for purposes of the Plan.

    "Fair Market Value" of the Common Stock as of any trading day means the
average (rounded to the next highest cent in the case of fractions of a cent) of
the high and low sales prices of the Common Stock as reported on such trading
day by the Nasdaq National Market. If no sales price is reported for the Common
Stock on such trading day, then "Fair Market Value" shall mean the highest bid
price reported for the Common Stock on such trading day by the National
Quotation Bureau Incorporated or any similar nationally recognized organization.
The Committee, in its sole discretion, shall make all determinations required by
this definition.

    "Participant" means an employee, director, consultant or independent
contractor who has received an award under the Plan.

    "Payment Schedule" means the schedule adopted by the Committee in accordance
with Section 12 with respect to an Award Cycle to govern determination of the
Payment Value of a performance unit at the end of such Award Cycle in accordance
with Section 12.

    "Payment Value" means the value, expressed in dollars, of a performance unit
at the conclusion of an Award Cycle, determined in accordance with Section 12.

    "Plan" means this SonoSite, Inc. 1998 Option, Stock Appreciation Right,
Restricted Stock, Stock Grant and Performance Unit Plan.

    "Restricted Stock" means the shares of Common Stock referred to in Section
10.

    "Retirement" means retirement as of the Participant's normal retirement date
under the Corporation's 401(k) Plan or other similar successor plan applicable
to salaried employees, unless otherwise defined by the Plan Administrator from
time to time for purposes of the Plan.

    "Withholding Tax" means any tax, including any federal, state or local
income tax, required by any governmental entity to be withheld or otherwise
deducted and paid with respect to the transfer of shares of Common Stock as a
result of the exercise of a Nonqualified Stock Option or stock appreciation
right, the payment of performance units or the award of Restricted Stock or
stock grants.

3.  Stock Subject to the Plan

    There are reserved for issuance upon the exercise of options, for issuance
of Restricted Stock and stock grant awards and for issuance upon the payment of

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performance units and stock appreciation rights under the Plan 1,500,000 shares
of Common Stock, of which no more than an aggregate of 333,333 shares may be
issued as Restricted Stock awards and stock grants under the Plan. Such shares
may be authorized and unissued shares of Common Stock or shares now held or
subsequently acquired by the Corporation. If any option or stock appreciation
right granted under the Plan shall expire or terminate for any reason
(including, without limitation, by reason of its surrender, pursuant to the
third paragraph of Section 8(b) or otherwise, or cancellation, in whole or in
part, pursuant to the provisions of Section 8(c) or otherwise or pursuant to
Section 9(f), or the substitution in place thereof of a new option or stock
appreciation right) without having been exercised in full, the shares subject
thereto shall again be available for the purposes of issuance under the Plan. If
shares of Restricted Stock shall be forfeited and returned to the Corporation
pursuant to the provisions of Section 10, such shares shall again be available
for the purposes of issuance under the Plan. In no event shall shares of Common
Stock which, under the Plan, are authorized to be used in payment of performance
unit awards be deemed to be unavailable for purposes of the Plan until such
shares have been issued in payment thereof in accordance with the provisions of
Section 12(g). Stock appreciation rights and performance unit awards providing
for payments only in cash are not subject to the overall limitations referred to
above.

4.  Limitations

    Subject to adjustment from time to time as provided in Section 16, not more
than 250,000 shares of Common Stock may be made subject to awards under the Plan
to any individual in the aggregate in any one fiscal year of the Corporation,
such limitation to be applied in a manner consistent with the requirements of,
and only to the extent required for compliance with, the exclusion from the
limitation on deductibility of compensation under Section 162(m) of the Code.

5.  Administration

    The Plan shall be administered by the Committee.  Subject to the express
provisions of the Plan, the Committee shall have plenary authority, in its
discretion, to determine the individuals to whom, and the time or times at
which, performance units or Restricted Stock shall be awarded and stock
appreciation rights or options shall be granted (including, without limitation,
whether such options shall be Incentive Stock Options or Nonqualified Stock
Options or a combination thereof, as such terms are defined in Section 8(a)) and
the number of units and/or shares to be covered by each such award or grant.
Provided, however, that the Chief Executive Officer shall have the limited
authority to grant Incentive Stock Options or Nonqualified Stock Options or a
combination thereof, in an amount not to exceed 25,000 shares per individual per
calendar year, to attract and retain nonofficer employees.  In making such
determinations, the Committee may take into account the nature of the services

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rendered by the respective Participants, their present and potential
contributions to the Corporation's success and such other factors as the
Committee in its discretion may deem relevant. Subject to the express provisions
of the Plan, the Committee shall have plenary authority to interpret the Plan,
to prescribe, amend and rescind rules and regulations relating to it, to
determine the terms and provisions of Restricted Stock, performance unit, stock
appreciation right and option agreements (which need not be identical) and to
make all other determinations necessary or advisable for the administration of
the Plan. The Committee's determinations of the matters referred to in this
Section 5 shall be conclusive. The Corporation intends that administration of
the Plan comply in all respects with Section 16(b) of the Exchange Act, and the
rules and regulations promulgated thereunder. Notwithstanding anything in the
Plan to the contrary, the Board, in its absolute discretion, may bifurcate the
Plan so as to restrict, limit or condition the use of any provision of the Plan
to persons who are subject to Section 16 of the Exchange Act without so limiting
or conditioning the Plan with respect to other persons.

6.  The Committee

    The Board shall designate a Committee of members of the Board which shall
meet the requirements of Section 16(b) of the Exchange Act. Currently, the
Committee shall consist solely of two or more members of the Board who are non-
employee directors. If at any time an insufficient number of non-employee
directors is available to serve on such Committee, other directors may serve on
the Committee; however, during such time, no options, stock appreciation rights
or Restricted Stock shall be granted under the Plan to any person if the
granting of such options, stock appreciation rights or Restricted Stock would
not meet the requirements of Section 16(b) of the Exchange Act.

    For purposes of this Section 6, a "non-employee" is a person who meets the
definition of "non-employee director" as set forth in the rules and regulations
promulgated under Section 16(b) of the Exchange Act or any successor rule or
regulatory requirement. The Committee shall be appointed by the Board, which may
from time to time appoint members of the Committee in substitution for members
previously appointed and may fill vacancies, however caused, in 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. A majority of its members
shall constitute a quorum. All determinations of the Committee shall be made by
not less than a majority of its members. Any decision or determination reduced
to writing and signed by all the members shall be fully as effective as if it
had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary, shall keep minutes of its meetings and shall
make such rules and regulations for the conduct of its business as it shall deem
advisable.

7.  Eligibility

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    The Committee may award performance units and Restricted Stock and grant
options and stock appreciation rights only to employees, directors, consultants
or independent contractors (which term as used herein includes officers) of the
Corporation and of its present and future subsidiary corporations
("subsidiaries"). Any person eligible under the Plan may receive one or more
awards of performance units or Restricted Stock or one or more grants of options
or stock appreciation rights, or any combination thereof, as the Committee shall
from time to time determine, and such determinations may be different as to
different Participants and may vary as to different awards and grants.

8.  Option Grants

    (a) The Committee is authorized under the Plan, in its discretion, to issue
options as "Incentive Stock Options" (as defined in Section 422 of the United
States Internal Revenue Code of 1986, as amended (the "Code")) or as
"Nonqualified Stock Options" (all other options granted hereunder) and the
options shall be designated as Incentive Stock Options or Nonqualified Stock
Options in the applicable option agreement. The purchase price of the Common
Stock under each option granted under the Plan shall be determined by the
Committee but shall be not less than 100% of the Fair Market Value of the Common
Stock at the time such option is granted. Notwithstanding the previous sentence,
any Nonqualified Stock Option may provide that the purchase price be equal to
the average Fair Market Value of the Common Stock over any continuous period of
trading days beginning and ending no more than 30 business days before or after
the date such option is granted.

    (b) The Committee shall be authorized in its discretion to prescribe in the
option grant the installments, if any, in which an option granted under the Plan
shall become exercisable, provided that no option shall be exercisable prior to
the six months prior to the date of grant thereof except as provided in Sections
8(c), (d), (g), (h) and (i) or except as the Committee otherwise determines. In
no case may an option be exercised as to less than 50 shares at any one time (or
the remaining shares covered by the option if less than 50) during the term of
the option. The Committee shall also be authorized to establish the manner of
the exercise of an option. The term of each option shall be not more than 10
years from the date of grant thereof.

    In general, upon exercise, the option price is to be paid in full in cash;
however, the Committee can determine at the time the option is granted for
Incentive Stock Options or at any time prior to exercise for Nonqualified Stock
Options, that additional forms of payment will be permitted.  To the extent
permitted by the Committee and applicable laws and regulations (including, but
not limited to, federal tax and securities laws and regulations and state
corporate law), an option may be exercised (i) in Common Stock owned by the
option holder having a Fair Market Value on the date of exercise equal to the
aggregate option price, or in a combination of cash and stock; provided,
however, that payment in stock shall not be made unless such stock shall have
been owned by the option holder for a period of at least six months prior
thereto (or any shorter period necessary to avoid a charge to the Corporation's
earnings for financial reporting

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purposes); or (ii) by delivery of a properly executed exercise notice, together
with irrevocable instructions to a broker designated by the Corporation, all in
accordance with the regulations of the Federal Reserve Board, to deliver
promptly to the Corporation the amount of sale or loan proceeds to pay the
exercise price and any federal, state or local withholding tax obligations that
may arise in connection with the exercise.

  In lieu of requiring an option holder to pay cash or stock and to receive in
turn certificates for shares of Common Stock upon the exercise of a Nonqualified
Stock Option, if the option so provides, the Committee may elect to require the
option holder to surrender the option to the Corporation for cancellation as to
all or any portion of the number of shares covered by the intended exercise and
receive in exchange for such surrender a payment, at the election of the
Committee, in cash, in shares of Common Stock or in a combination of cash and
shares of Common Stock, equivalent to the appreciated value of the shares
covered by the option surrendered for cancellation. Such appreciated value shall
be the difference between the option price of such shares (as adjusted pursuant
to Section 16) and the Fair Market Value of such shares, which shall for this
purpose be determined by the Committee taking into consideration all relevant
factors, but which shall not be less than the Fair Market Value of such shares
on the date on which the option holder's notice of exercise is received by the
Corporation. Upon delivery to the Corporation of a notice of exercise of option,
the Committee may avail itself of its right to require the option holder to
surrender the option to the Corporation for cancellation as to shares covered by
such intended exercise. The Committee's right of election shall expire, if not
exercised, at the close of business on the fifth business day following the
delivery to the Corporation of such notice. Should the Committee not exercise
such right of election, the delivery of the aforesaid notice of exercise shall
constitute an exercise by the option holder of the option to the extent therein
set forth, and payment for the shares covered by such exercise shall become due
immediately.

  (c) In the event that a Participant's services for the Corporation or one of
its subsidiaries shall cease and the termination of such individual's service is
for cause, the option shall automatically terminate upon first notification to
the option holder of such termination of services, unless the Committee
determines otherwise, and such option shall automatically terminate upon the
date of such termination of services for all shares which were not purchasable
upon such date. For purposes of this Section 8(c), "cause" is defined as a
determination by the Committee that the option holder (i) has committed a
felony, (ii) has engaged in an act or acts of deliberate and intentional
dishonesty resulting or intended to result directly or indirectly in improper
material gain to or personal enrichment of the individual at the Corporation's
expense, or (iii) has willfully disobeyed the Corporation's appropriate rules,
instructions or orders, and such willful disobeyance has continued for a period
of 10 days following notice thereof from the Corporation.


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  In the event of the termination of the services of the holder of an option
because of Retirement, Early Retirement at the Corporation's request or
Disability, he may (unless such option shall have been previously terminated
pursuant to the provisions of the preceding paragraph or unless otherwise
provided in his option grant) exercise such option at any time prior to the
expiration of the option, (i) in the event of Disability or Retirement, to the
extent of the number of shares covered by such option, whether or not such
shares had become purchasable by him at the date of the termination of his
services and (ii) in the event of Early Retirement at the Corporation's request,
to the extent of the number of shares covered by such option at such time or
times as such option becomes purchasable by him in accordance with its terms.
(Although the option may be exercised after Retirement, Early Retirement at the
Corporation's request or Disability, under Section 422 of the Code, if the
option has been designated as an Incentive Stock Option, it must be exercised
within three months after the date of Retirement or Early Retirement or one year
after the termination of employment due to Disability in order to qualify for
incentive stock option tax treatment. For purposes of the preceding sentence,
Disability shall mean "disability" as that term is defined for purposes of
Section 422 of the Code.)

  In the event of the death of an individual to whom an option has been granted
under the Plan, while he is performing services for the Corporation or a
subsidiary, the option theretofore granted to him (unless his option shall have
been previously terminated pursuant to the provisions of this Section 8(c) or
unless otherwise provided in his option grant) may, subject to the limitations
described in Section 8(f), be exercised by his Designated Beneficiary, by his
legatee or legatees of the option under his last will, or by his personal
representatives or distributees, at any time within a period of one year after
his death, but not after the expiration of the option, to the extent of the
remaining shares covered by his option whether or not such shares had become
purchasable by such an individual at the date of his death. In the event of the
death of an individual (i) during the 30-day period, or the 90-day period, as
applicable, following termination of his services or (ii) following termination
of his services by reason of Retirement, Early Retirement at the Corporation's
request or Disability, then the option (if not previously terminated pursuant to
the provisions of this Section 8(c)) may be exercised during the one-year period
following termination of his services or during the remaining term of the
option, respectively, but not after the expiration of the option, by his
Designated Beneficiary, by his legatee under his last will, or by his personal
representative or distributee, but only to the extent of the number of shares
purchasable by such Participant pursuant to the provisions of Section 8(d) at
the date of termination of his services.

  In the event of the termination of the services of the holder of an option,
other than by reason of Retirement, Early Retirement at the Corporation's
request, Disability or death, he may (unless his option shall have been
previously terminated pursuant to the

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provisions of this Section 8(c) or unless otherwise provided in his option
grant) exercise his option at any time within 30 days after such termination, if
such option was granted prior to February 8, 2001, or within 90 days after such
termination, if such option was granted on or after February 8, 2001, or such
longer period as determined by the Committee, but not after the expiration of
the option, to the extent of the number of shares covered by his option which
were purchasable by him at the date of the termination of his services, and such
option shall automatically terminate upon the date of such termination of
services for all shares which were not purchasable upon such date.

  (d) Notwithstanding the foregoing provisions, the Committee may determine, in
its sole discretion, in the case of any termination of services, that the holder
of an option may exercise such option to the extent of some or all of the
remaining shares covered thereby whether or not such shares had become
purchasable by such an individual at the date of the termination of his services
and may exercise such option at any time prior to the expiration of the original
term of the option, except that such extension shall not cause any Incentive
Stock Option to fail to continue to qualify as an Incentive Stock Option without
the consent of the option holder. Options granted under the Plan shall not be
affected by any change of relationship with the Corporation so long as the
holder continues to be an employee, consultant or independent contractor of the
Corporation or of a subsidiary; however, a change in a participant's status from
an employee to a nonemployee (e.g., consultant or independent contractor) shall
result in the termination of an outstanding Incentive Stock Option held by such
participant in accordance with Section 8(c). The Committee, in its absolute
discretion, may determine all questions of whether particular leaves of absence
constitute a termination of services; provided, however, that with respect to
Incentive Stock Options, such determination shall be subject to any requirements
contained in the Code. Nothing in the Plan or in any option granted pursuant to
the Plan shall confer on any individual any right to continue in the employ or
other service of the Corporation or any other person or interfere in any way
with the right of the Corporation or any other person to terminate his
employment or other services at any time.

  (e) The date of grant of an option pursuant to the Plan shall be the date
specified by the Committee at the time it grants such option, provided that such
date shall not be prior to the date of such action by the Committee and that the
price shall be determined in accordance with Section 8(a) on such date. The
Committee shall promptly notify a grantee of an award and a written option grant
shall promptly be duly executed and delivered by or on behalf of the
Corporation.

  (f) In the event an optionee is granted Incentive Stock Options that in the
aggregate entitle the optionee to purchase, in the first year such options
become exercisable (whether under their original terms or as a result of the
occurrence of an Acceleration Event, as defined below), Common Stock of the
Corporation, any parent corporation or

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any subsidiary of the Corporation having a Fair Market Value (determined as of
the time such options are granted) in excess of $100,000, such portion in excess
of $100,000 shall be treated as a Nonqualified Stock Option. Such limitation
shall not apply if the Internal Revenue Service publicly rules, issues a private
ruling to the Corporation, any optionee of the Corporation or any legatee,
personal representative or distributee of an optionee or states in proposed,
temporary or final regulations that provisions which allow the full exercise of
an optionee's Incentive Stock Options upon the occurrence of the relevant
Acceleration Event do not violate Section 422(d) of the Code. An "Acceleration
Event" means (i) a determination of the Committee to allow an optionee to
exercise his options in full upon termination of his employment or other service
as provided in Section 8(c) or (d), (ii) the death of an optionee while he is
employed by the Corporation or a subsidiary, (iii) any Change in Control, or
(iv) the optionee's termination of employment or other service under
circumstances that will allow him to exercise options not otherwise exercisable
pursuant to Section 8(i).

  (g) Notwithstanding any contrary waiting period, installment period or other
limitation or restriction in any option agreement or in the Plan, in the event
of a Change in Control, each option outstanding under the Plan shall thereupon
become exercisable at any time during the remaining term of the option, but not
after the term of the option, to the extent of the number of shares covered by
the option, whether or not such shares had become purchasable by the Participant
thereunder immediately prior to such Change in Control.

  (h) Anything in the Plan to the contrary notwithstanding, during the 90-day
period from and after a Change in Control (x) an optionee (other than an
optionee who initiated a Change in Control in a capacity other than as an
officer or a director of the Corporation) who is an officer or a director of the
Corporation (within the meaning of Section 16 of the Exchange Act and the rules
and regulations promulgated thereunder) with respect to an option that was
granted at least six months prior to the date of exercise pursuant to this
sentence and is unaccompanied by a stock appreciation right and (y) any other
optionee who is not an officer or a director with respect to an option that is
unaccompanied by a stock appreciation right shall, unless the Committee shall
determine otherwise at the time of grant, have the right, in lieu of the payment
of the full purchase price of the shares of Common Stock being purchased under
the option and by giving written notice to the Corporation, to elect (within
such 90-day period) to surrender all or part of the option to the Corporation
and to receive in cash an amount equal to the amount by which the amount
determined pursuant to Section 9(d) hereof on the date of exercise (determined
as if the optionee had exercised a limited stock appreciation right on such
date) shall exceed the purchase price per share under the option multiplied by
the number of shares of Common Stock granted under the stock option as to which
the right granted by this sentence shall have been exercised.  Such written
notice shall specify the optionee's election to purchase shares granted under
the

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option or to receive the cash payment referred to in the immediately preceding
sentence.

   (i) Notwithstanding the foregoing provisions, the optionee's employment or
other contract with the Corporation may provide that upon termination of his
employment or other services for other than cause or for "good reason" (as
defined in his contract), all stock options shall become immediately
exercisable.


9. Stock Appreciation Rights

   (a) Stock appreciation rights may be paid upon exercise in cash, Common
Stock or any combination thereof, as the Committee in its sole discretion may
determine. A stock appreciation right is an incentive award that permits the
holder to receive (per share covered thereby) an amount equal to the amount by
which the Fair Market Value of a share of Common Stock on the date of exercise
exceeds the Fair Market Value of such share on the date the stock appreciation
right was granted.

   (b) The Committee may grant a stock appreciation right separately or in
tandem with a related option and may grant both "general" and "limited" stock
appreciation rights. A general stock appreciation right granted in tandem with a
related option will generally have the same terms and provisions as the related
option with respect to exercisability, and the base price of such a stock
appreciation right will generally be equal to the option price under the related
option. Upon the exercise of a tandem stock appreciation right, the related
option will be deemed to be exercised for all purposes of the Plan and vice
versa.

   (c) A general stock appreciation right granted separately and not in tandem
with any option will have such terms as the Committee may determine. The base
price of a stand-alone stock appreciation right may not be less than the Fair
Market Value of the Common Stock, determined as in Section 8(a) in the case of a
Nonqualified Stock Option; the term of a stand-alone stock appreciation right
may not be greater than 10 years from the date it was granted.

   (d) A limited stock appreciation right may be exercised only during the 90
calendar days immediately following the date of a Change in Control. For the
purpose of determining the amount payable upon exercise of a limited stock
appreciation right, the fair market value of the Common Stock will be equal to
the higher of (x) the highest Fair Market Value of the Common Stock during the
90-day period ending on the date the limited stock appreciation right is
exercised and (y) whichever of the following is applicable:


                                       12
<PAGE>

          (i)    the highest per share price paid in any tender or exchange
offer which is in effect at any time during the 90 calendar days preceding the
exercise of the limited right;

          (ii)   the fixed or formula price for the acquisition of shares of
Common Stock in a merger or similar agreement approved by the Corporation's
shareholders or Board, if such price is determinable on the date of exercise;
and

          (iii)  the highest price per share paid to any shareholder of the
Corporation in a transaction or group of transactions giving rise to the
exercisability of the limited right. In no event, however, may the holder of a
limited stock appreciation right granted in tandem with a related Incentive
Stock Option receive an amount in excess of the maximum amount which will enable
the option to continue to qualify as an Incentive Stock Option without the
consent of the Participant.

     (e)  Limited stock appreciation rights are payable only in cash. General
stand-alone stock appreciation rights are payable only in cash, unless the
Committee provides otherwise at the time of grant. General stock appreciation
rights granted in tandem with a related option are payable in cash, Common Stock
or any combination thereof, as determined in the sole discretion of the
Committee. Notwithstanding the foregoing, and to the extent required by Rule
16b-3 promulgated under Section 16(b) of the Exchange Act, a payment, in whole
or in part, of cash upon exercise of a stock appreciation right may be made to
an optionee who is an officer or director of the Corporation (within the meaning
of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder) only if (i) the right was granted at least six months prior to the
date of exercise (except that in the event of the death or Disability of the
optionee prior to the expiration of the six-month period, this limitation shall
not apply) and (ii) the optionee's election to receive cash in settlement of the
right and the exercise of the right are made (a) during the period beginning on
the third business day following the date of release for publication of the
quarterly or annual summary statements of sales and earnings of the Corporation
and ending on the twelfth business day following such date, (b) six months prior
to the date the stock appreciation right becomes taxable or (c) during the 90-
day period from and after a Change in Control.

     (f)  Unless otherwise provided by the Committee at the time of grant, the
provisions of Section 8 relating to the termination of the service of a holder
of an option shall apply equally, to the extent applicable, to the holder of a
stock appreciation right.

10.  Restricted Stock Awards

     (a)  The consideration to be received for shares of Restricted Stock issued
hereunder out of authorized but unissued shares or shares subsequently acquired
by the Corporation shall be equal to cash in an amount equal to the par value
thereof and past

                                       13
<PAGE>

services for the Corporation. The recipient of Restricted Stock shall be
recorded as a shareholder of the Corporation, at which time the Corporation, at
its discretion, may either issue a Restricted Stock Certificate or make a book
entry credit in the Corporation's stock ledger to evidence the award of such
Restricted Stock, and the Participant shall have, subject to the provisions
hereof, all the rights of a shareholder with respect to such shares and receive
all dividends or other distributions made or paid with respect to such shares;
provided, that the shares themselves, and any new, additional or different
shares or securities which the recipient may be entitled to receive with respect
to such shares by virtue of a stock split or stock dividend or any other change
in the corporate or capital structure of the Corporation, shall be subject to
the restrictions hereinafter described.

  (b) During a period of years following the date of grant, as determined by the
Committee, which shall in no event be less than six months (the "Restricted
Period"), the Restricted Stock or any rights thereto may not be sold, assigned,
transferred, pledged, hypothecated or otherwise encumbered or disposed of by the
recipient, except in the event of death or the transfer thereof to the
Corporation under the provisions of the next succeeding paragraph. In the event
of the death or Retirement of the recipient during the Restricted Period, such
restrictions shall immediately lapse, and the recipient or, in the case of the
recipient's death, his Designated Beneficiary, the legatee under his last will
or his personal representative or distributee shall be free to transfer,
encumber or otherwise dispose of the Restricted Stock. In the event of the Early
Retirement at the Corporation's request of the recipient during the Restricted
Period, such restrictions shall continue until they lapse in accordance with the
terms of the grant.

  Except as provided in Section 10(c), in the event that, during the Restricted
Period, the service of the recipient by the Corporation or one of its
subsidiaries is terminated for any reason (including termination with or without
cause by the Corporation or such subsidiary or resignation by the recipient),
other than termination of service due to the Retirement, Early Retirement at the
Corporation's request or death of the recipient, then the shares of Restricted
Stock held by him shall be forfeited to the Corporation and the recipient shall
immediately transfer and return to the Corporation the certificates, if any have
been issued to him, representing all the Restricted Stock and the recipient's
rights as a shareholder with respect to the Restricted Stock shall cease,
effective with such termination of service.  Notwithstanding the foregoing, the
recipient's service contract with the Corporation may provide that upon
termination of his service for other than cause or for good reason, all
Restricted Stock shall cease to be subject to such restrictions.

  A recipient's rights to Restricted Stock may not be assigned or transferred
except upon death by will, descent or distribution.  In the event of any attempt
by the recipient to sell, exchange, transfer, pledge or otherwise dispose of
shares of Restricted Stock in violation of the provisions hereof, such shares
shall be forfeited to the Corporation.


                                       14
<PAGE>

  (c) Notwithstanding the Restricted Period contained in the grant of Restricted
Stock, in the event of a Change in Control (as defined in Section 2), all
restrictions on shares of Restricted Stock shall immediately lapse and such
Restricted Shares shall become immediately transferable and nonforfeitable.

  (d) Notwithstanding anything contained in the Plan to the contrary, the
Committee may determine, in its sole discretion, in the case of any termination
of a recipient's service, that the restrictions on some or all of the shares of
Restricted Stock awarded to a recipient shall immediately lapse and such
Restricted Shares shall become immediately transferable and nonforfeitable.


11.   Stock Grant Awards

  (a) Each nonofficer employee of the Corporation is eligible to receive a
grant of Common Stock as a stock bonus (i) at the end of each fiscal year or
(ii) if the employee terminates prior to year-end, at the time of termination.
The number of shares to be granted shall be determined by setting a percentage
of the employee's salary at the fiscal year-end or time of termination and
dividing that amount by the price per share of the Common Stock or by any other
method determined by the Committee.  For this purpose, the price for the Common
Stock shall be the Fair Market Value on the date of grant and each grant shall
be for full shares only; any fractional shares resulting from this calculation
shall be disregarded.  The consideration to be received for shares of Common
Stock issued under this Section 11(a) shall be cash in an amount equal to the
par value thereof and past services for the Corporation.

  (b) In addition, each recipient of a stock grant under Section 11(a) may be
granted a cash award at the time the shares are issued in an amount sufficient
to offset the recipient's estimated tax liabilities arising from the issuance of
the Common Stock under Section 11(a).

  (c) Determinations regarding eligibility for grants under Section 11(a), the
amount of individual grants of Common Stock, the amount of the cash offset
award, the interpretation of Section 11 and all other matters relating to the
administration of Section 11 are within the sole discretion of the Committee.

12.   Performance Unit Awards

  (a) Performance units which are awarded to a Participant shall have a "unit
base value," expressed in dollars, determined by the Committee on the day on
which the award is granted and generally determined to be the Fair Market Value
of the Common Stock on such day.  The performance units will also have a Payment
Value at the end of

                                       15
<PAGE>

the applicable Award Cycle contingent upon the performance of the Corporation
and/or of such Participant's subsidiary, division or department during the Award
Cycle. The performance measures may include, but shall not be limited to,
cumulative growth in earnings per share or pretax profits, return on
shareholders' equity, asset management, cash flow or return on capital employed.
Such measures may be applied on an absolute basis or relative to industry
indices and shall be defined in a manner which the Committee shall deem
appropriate. For each performance unit awarded, the Committee shall determine
the length of the Award Cycle, which shall be a period of not less than three
fiscal years, and shall establish a Payment Schedule based upon the performance
measures determined for such performance unit and the length of the Award Cycle,
setting forth a range of Payment Values corresponding to performance levels
targeted for the Corporation or such subsidiary, division or department. If
during the course of an Award Cycle there should occur, in the opinion of the
Committee, significant changes in economic conditions or in the nature of the
operations of the Corporation or a subsidiary, division or department which the
Committee did not foresee in establishing the performance measures for such
Award Cycle and which, in the Committee's sole judgment have, or are expected to
have, a substantial effect on the performance of the Corporation or of a
Participant's subsidiary, division or department during such Award Cycle, the
Committee may revise the Payment Schedule and performance measures formerly
determined by it in such manner as the Committee, in its sole judgment, may deem
appropriate except as otherwise provided in Section 12(l).

  (b) In determining the number of performance units to be awarded, the
Committee shall take into account a person's responsibility level, performance,
potential, cash compensation level and such other considerations as it deems
appropriate.

  (c) Except as otherwise provided in Section 12(l), an award of performance
units to a Participant shall terminate for all purposes if the services of the
Participant for the Corporation or one of its subsidiaries ceases during the
Award Cycle, except in the case of death, Disability or Early Retirement at the
request of the Corporation, in which case (and provided that the Participant at
the time of death, Disability or Early Retirement as aforesaid shall have
maintained his employment or other qualifying relationship with the Corporation
or one of its subsidiaries continuously during the period commencing on the date
the award was granted and ending on the first anniversary thereof) the
Participant will be entitled to payment (such payment to be made in accordance
with the provisions of Section 12(d)) of the same portion of the Payment Value
of the award the Participant would otherwise have been paid (such Payment Value,
if any, to be determined at the conclusion of the applicable Award Cycle in
accordance with the provisions of Sections 12(a) and 12(e) unless otherwise
provided in Section 12(l)) as the portion of the Award Cycle during which the
Participant maintained such relationship with the Corporation bears to the full
Award Cycle.  Under particular circumstances, the Committee may make other
determinations with respect to Participants whose

                                       16
<PAGE>

services do not meet the foregoing requirements, including the waiver of any of
the requirements of this subsection (c) relating to periods of continuous
service.

  (d) Except as otherwise provided in Section 12(l), unless the Committee
otherwise determines, no payment with respect to performance units will be made
to a Participant prior to the end of such Participant's Award Cycle; provided,
however, that if a Participant should die during an Award Cycle and his award
shall not have been terminated hereunder prior to his death, such Participant's
Designated Beneficiary, the legatee under the Participant's last will, his
personal representative or his distributee may elect instead, subject to the
approval of the Committee, to have the pro rata portion of the Participant's
Payment Value determined by the Committee as of the end of the year during which
such Participant's death occurred, based upon application of the Payment
Schedule to the part of the Award Cycle which shall have elapsed (for such
purpose, the cumulative growth rate or improvement achieved in the applicable
performance measures to the end of the fiscal year in which death occurs will be
assumed to continue for the Award Cycle), in which event such pro rata portion
shall be paid in cash or Common Stock, as provided in Section 12(g), as soon as
practicable following such year (or in such number of installments as shall have
been requested by the Participant and approved by the Committee) to such
Participant's Designated Beneficiary or legal representative.

  (e) Except as otherwise provided in Section 12(d) in the case of death, or in
Section 12(l) in the case of a Change in Control, a Participant's interest in
any performance units awarded to him shall mature on the last day of the Award
Cycle for such award.  The Payment Value of a performance unit shall be the
dollar amount calculated on the basis of the Payment Schedule applicable to such
Award Cycle.

  (f) The total amount of Payment Value due a Participant at the conclusion of
an Award Cycle shall be paid on such date following the conclusion of such Award
Cycle as the Committee shall designate, except as specifically otherwise
provided in the Plan; provided, however, that the Committee shall have
authority, if it deems appropriate, to defer payment (in cash or in stock or
both in specified percentages) of the Payment Value due a Participant if the
Participant shall request the Committee to do so at any time prior to the last
year of the Award Cycle for such award.  In respect of awards made or to be made
in one or more deferred installments in cash, interest shall be credited
semiannually on each such award at a rate to be determined semiannually by the
Committee, but in no event shall such rate be less than the average rate on 10-
year AAA new industrial corporate bonds during each such semiannual period as
calculated on the basis of the average of such rates for each calendar week
ending during the period January 1 through June 30 and July 1 through December
31; provided that awards made during any such six-month period shall be credited
on the basis of the average rate for that period; and provided further that
installments paid during any six-month period shall be credited with interest on
the basis of the average rate for the next

                                       17
<PAGE>

preceding six-month period. in each case adjusted for the number of days such
award was to be credited. Unless paid to the recipient of such award at the time
credited, interest at the foregoing rate shall be credited on the interest so
credited until so paid. The foregoing minimum interest rate for any award that
is payable in one or more deferred installments under the Plan may not be
modified without the prior written consent of the Participant.

  Whenever an award is made in one or more deferred installments in Common
Stock, the Committee may determine that there shall be credited on such award an
amount equivalent to the dividends which would have been paid with respect to
such shares of Common Stock if they had been issued and outstanding.  Such
dividend equivalents shall be credited on the dividend record dates until
certificates for such shares shall have been delivered to the recipient of such
award or until such earlier date as the Committee may determine.

  Such interest and dividend equivalents shall be paid to the recipient of any
such award in cash (or in property if the related dividend shall have been in
property) at such time or times during the deferred period of such award or at
the same time as the cash or shares of Common Stock to which such interest and
dividend equivalents apply, all as the Committee shall determine.  The Committee
may also determine that any such dividend equivalents may be used to purchase
additional shares of outstanding Common Stock (such shares to be valued for such
purpose at Fair Market Value on the dividend record date) to be added to the
shares of Common Stock covered by such award and held subject to the same terms
and conditions, including provisions relating to the payment of amounts
equivalent to dividends thereon.

  (g) Except as otherwise provided in Section 12(l), the Committee in its
discretion may determine at the time of grant or at the end of the Award Cycle
as to each Participant whether the payment of the Payment Value due a
Participant shall be made (i) in cash, (ii) in shares of Common Stock (valued at
the average Fair Market Value of the Common Stock for the five trading days
immediately preceding the date of payment), or (iii) in a combination of cash
and shares of Common Stock so valued.

  (h) If the payment of any award shall be deferred until after the termination
of the services of the recipient by the Corporation or one of its subsidiaries,
the cash or Common Stock covered by such award, together with any deferred
interest or dividend equivalents thereon, shall be delivered in not more than 20
annual installments, commencing not later than the January 31 after such
termination of services (or such other date as the Committee from time to time
shall determine), all as the Committee may determine.  If the payment of an
award under the Plan is deferred, such payment thereafter may be accelerated so
that such payment shall be made immediately or at such earlier time or in such
less number of installments, in each case as the Committee

                                       18
<PAGE>

may from time to time determine, but only with the prior written consent of the
Participant.

  (i) A Participant to whom any award has been made shall not have any interest
beyond that of a general creditor of the Corporation in the cash or Common Stock
awarded, or in any interest or dividend equivalents credited to him until the
cash has been paid to him or the certificates for the Common Stock have been
delivered to him, as the case may be, in accordance with the provisions of the
Plan.

  (j) In the case of the death of the recipient of an award, before or after the
termination of his services, any unpaid installments of such deferred award
shall pass to the Designated Beneficiary, the legatee under the Participant's
last will, his personal representative or his distributee.  Unpaid installments
of a deferred award shall be paid either in the same installments as originally
provided or otherwise as the Committee may determine in individual cases.

  (k) Subject to the provisions of Section 12(l), in any case in which payment
of an award is to be made in Common Stock, the Corporation shall have the right,
in lieu of delivering the certificate or certificates for any or all of the
stock which would otherwise be deliverable to the Participant pursuant to the
Plan, to pay to such Participant on the date on which such certificate or
certificates would otherwise be deliverable an amount in cash equal to the Fair
Market Value of such Common Stock on such date or dates as may be determined by
the Committee, but not more than five trading days prior to such date, all as
the Committee may determine in individual cases.

  (l) Anything herein to the contrary notwithstanding, in the event of a Change
in Control, with respect to any unmatured performance unit awards which a
Participant held immediately prior to such Change in Control, the Participant
will be entitled to immediate payment in cash (unless payment of such
performance unit awards shall be deferred in accordance with Section 12(f), in
which event the amount provided to be payable by this Section 12(l) shall also
be so deferred) in an amount equal to the value of such units determined in
accordance with the Payment Schedule applicable to such awards, based on the
cumulative, growth rate in the Corporation's reported earnings per share for all
previously elapsed fiscal years, if any, included in the Award Cycles for such
awards and the actual or presumed cumulative growth rate in the earnings per
share for the balance of each Award Cycle, determined as follows: (i) if such
Change in Control occurs prior to the completion of the first fiscal year of an
Award Cycle, the cumulative growth rate to be utilized for the balance of the
Award Cycle shall be the cumulative growth rate in the Corporation's earnings
per share in the four fiscal years preceding the first year and (ii) if such
Change in Control occurs during any subsequent fiscal year of an Award Cycle,
the cumulative growth rate to be utilized for the balance of the Award Cycle
shall be the cumulative growth rate of the preceding fiscal year(s) in that
Award Cycle prior to the fiscal year in which occurs the Change in Control.  In
the

                                       19
<PAGE>

event that a performance measure other than earnings per share is employed,
similar adjustments shall be made for such holders of unmatured performance
units.  The Committee may in its discretion determine that such historical
financial data are not appropriate or not available and may use the latest
budgets, projections, forecasts or plans for the Corporation or its business
units or subsidiaries.  Except as expressly set forth in this Section 12(l),
upon the occurrence of a Change in Control, no change(s) shall be made in the
terms of any performance unit (including, without limitation, its unit base
value, Payment Value or performance criteria) or in the underlying accounting
assumptions or practices for purposes of determining the amount due thereunder,
which change(s) would lessen the value of any performance unit to the holder
thereof

13.   Withholding Taxes

  In connection with the transfer of shares of Common Stock as a result of the
exercise of a Nonqualified Stock Option or stock appreciation right, the payment
of performance units or the award of Restricted Stock or stock grants, the
Corporation (a) shall not issue a certificate for such shares until it has
received payment from the Participant of any Withholding Tax in cash or by the
retention or acceptance upon delivery thereof by the Participant of shares of
Common Stock sufficient in Fair Market Value to cover the amount of such
Withholding Tax and (b) shall have the right to retain or sell without notice,
or to demand surrender of, shares of Common Stock in value sufficient to cover
any Withholding Tax.  The Corporation shall have the right to withhold from any
cash amounts due from the Corporation to the award recipient pursuant to the
Plan an amount equal to the Withholding Tax.  In either case, the Corporation
shall make payment (or reimburse itself for payment made) to the appropriate
taxing authority of an amount in cash equal to the amount of such Withholding
Tax, remitting any balance to the Participant.  For purposes of this Section 13,
the value of shares of Common Stock so retained or surrendered shall be equal to
the Fair Market Value of such shares on the date that the amount of the
Withholding Tax is to be determined (the "Tax Date"), and the value of shares of
Common Stock so sold shall be the actual net sale price per share (after
deduction of commissions) received by the Corporation.

  Notwithstanding the foregoing, the Participant may elect, subject to approval
by the Committee, to satisfy the obligation to pay any Withholding Tax, in whole
or in part, by providing the Corporation with funds sufficient to enable the
Corporation to pay such Withholding Tax or by having the Corporation retain or
accept upon delivery thereof by the Participant shares of Common Stock
sufficient in Fair Market Value to cover the amount of such Withholding Tax.
Each election by a Participant to have shares retained or to deliver shares for
this purpose shall be in writing and made on or prior to the Tax Date.


                                       20
<PAGE>

14.  Transferability and Ownership Rights of Options, Stock Appreciation Rights
       and Performance Units

  No option or stock appreciation right granted or performance unit awarded
under the Plan shall be transferable otherwise than pursuant to the designation
of a Designated Beneficiary or by will, descent or distribution, and an option
or stock appreciation right may be exercised, during the lifetime of the holder
thereof, only by him.  The holder of an option, stock appreciation right or
performance unit award shall have none of the rights of a shareholder until the
shares subject thereto or awarded thereby shall have been registered in the name
of such holder on the transfer books of the Corporation.

15.  Holding Periods

      In order to obtain certain tax benefits afforded to incentive stock
options under Section 422 of the Code, an optionee must hold the shares issued
upon the exercise of an incentive stock option for two years after the date of
grant of the option and one year from the date of exercise. An optionee may be
subject to the alternative minimum tax at the time of exercise of an incentive
stock option. The Committee may require an optionee to give the Corporation
prompt notice of any disposition in advance of the required holding period of
shares of Common Stock acquired by exercise of an incentive stock option. Tax
advice should be obtained when exercising any option and prior to the
disposition of the shares issued upon the exercise of any option.

16.  Adjustments Upon Changes in Capitalization

  Except as otherwise provided in Section 8(g) and Section 12(l), in the event
of any changes in the outstanding stock of the Corporation by reason of stock
dividends, stock splits, recapitalizations, mergers, consolidations,
combinations or exchanges of shares, split-ups, split-offs, spin-offs,
liquidations or other similar changes in capitalization, or any distribution to
shareholders other than cash dividends, the Committee shall make such
adjustments, if any, in light of the change or distribution as the Committee in
its sole discretion shall determine to be appropriate, (i) in the number and
class of shares or rights subject to options and stock appreciation rights and
the exercise prices of the options and stock appreciation rights covered
thereby, (ii) in the number of shares of Common Stock covered by a performance
unit award for which certificates have not been delivered, any dividend
equivalents to which deferred awards of Common Stock are entitled, and the
performance measures established by the Committee under Section 12(a), and (iii)
the maximum number and class of shares or rights that may be subject to awards
to any individual as set forth in Section 4.  In the event of any such change in
the outstanding Common Stock of the Corporation, the aggregate number and class
of shares available under the Plan and the maximum number of shares as to which
options may be granted and stock appreciation rights or performance units
awarded and the

                                       21
<PAGE>

maximum number of shares of Restricted Stock which may be awarded shall be
appropriately adjusted by the Committee.

17.  Amendment and Termination

  Unless the Plan shall theretofore have been terminated as hereinafter
provided, the Plan shall terminate on, and no awards of performance units, stock
appreciation rights, or Restricted Stock or options shall be made after, April
5, 2008; provided, however, that such termination shall have no effect on awards
of performance units, stock appreciation rights, Restricted Stock or options
made prior thereto.  The Plan may be terminated, modified or amended by the
shareholders of the Corporation.  The Board of Directors of the Corporation may
also terminate the Plan, or modify or amend the Plan in such respects as it
shall deem advisable in order to conform to any change in any law or regulation
applicable thereto, or in other respects; however, to the extent required by
applicable law or regulation, shareholder approval will be required for any
amendment which will (a) materially increase the total number of shares as to
which options may be granted or which may be used in payment of performance unit
awards or stock appreciation right awards under the Plan or which may be issued
as Restricted Stock, (b) materially change the class of persons eligible to
receive awards of performance units or Restricted Stock and grants of stock
appreciation rights or options,  or (c) otherwise require shareholder approval
under any applicable law or regulation.  The amendment or termination of the
Plan shall not, without the consent of the recipient of any award under the
Plan, alter or impair any rights or obligations under any award theretofore
granted under the Plan.

18.  Effectiveness of the Plan

  The Plan shall become effective on April 6, 1998.  The Committee may in its
discretion authorize the awarding of performance units and Restricted Stock and
the granting of options and stock appreciation rights, the payments, issuance or
exercise of which, respectively, shall be expressly subject to the conditions
that (a) the shares of Common Stock reserved for issuance under the Plan shall
have been duly listed, upon official notice of issuance, upon each stock
exchange in the United States upon which the Common Stock is traded and (b) a
registration statement under the Securities Act of 1933, as amended, with
respect to such shares shall have become effective.

Adopted by the Board on April 3, 1998, and approved by the Company's
shareholders on April 3, 1998.  The Plan became effective on April 6, 1998.
Amended by the Board on June 8, 1998.  Plan Amended and Restated by the Board on
February 24, 1999.  Shareholder approval of Sections 3 and 4 obtained on May 6,
1999.  Plan Amended and Restated by the Board on February 8, 2001.

                                       22
<PAGE>

                   PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
                                 SUMMARY PAGE

<TABLE>
<CAPTION>
                                                                                Date of
  Date of                                                                       Shareholder
Board Action        Action Taken      Section/Effect of Amendment               Approval
------------        ------------      ---------------------------               --------
<S>                 <C>               <C>                                       <C>
April 3, 1998       Initial Plan                 -----                          April 3, 1998
                    Adoption/1/

June 8, 1998        Amendment         Section 3, Administration                 Not Required
                                      (currently Section 5) - CEO granted
                                      limited authority to grant ISOs and
                                      NSOs to nonofficer employees.

February 24, 1999   Amendment and     All Sections - various amendments,        May 6, 1999
                    Restatement       including an increase in the              (Sections 3 and
                                      authorized number of shares of            4 only)
                                      common stock reserved for issuance
                                      under the Plan from 1,000,000 to
                                      1,500,000 shares.

February 8, 2001    Amendment and     Section 8(c), Option Grants -             Not Required
                    Restatement       certain options granted on or after
                                      February 8, 2001, may be exercised
                                      for a 90-day period after
                                      termination.
</TABLE>

______________________
/1/  Although the Board and the shareholders each adopted the Plan on April 3,
1998, the Plan did not become effective until April 6, 1998.

                                       23