EXHIBIT 10(G)



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                                                                   EXHIBIT 10(g)
                         NORTHEAST INDIANA BANCORP, INC.

                           2002 OMNIBUS INCENTIVE PLAN

            1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Company and its stockholders by providing a means for
attracting and retaining directors, advisory directors, officers and employees
of the Company and its Affiliates.

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

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

                     "Award" -- means the grant by the Committee under this Plan
of an Incentive Stock Option, a Non-Qualified
Stock Option, a Stock Appreciation Right, Restricted Stock or a Performance
Award, or any combination thereof, as provided in the Plan.

                     "Award Agreement" -- means the agreement evidencing the
grant of an Award made under the Plan.

                     "Cause" -- means termination of service by reason of
personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties or gross negligence.

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

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

                     "Company" -- means Northeast Indiana Bancorp, Inc. and any
successor thereto.

                     "Continuous  Service"  -- means the absence of any
interruption or termination of service as a director, advisory director, officer
or employee of the Company or an Affiliate, except that when used with respect
to a person granted an Incentive Stock Option means the absence of any
interruption or termination of service as an employee of the Company or an
Affiliate. Service shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence approved by the Company or
in the case of transfers between payroll locations of the Company or between the
Company, its parent, its subsidiaries or its successor.

                     "ERISA" -- means the Employee Retirement Income Security
Act of 1974, as amended.

                     "Incentive Stock Option" -- means an option to purchase
Shares granted by the Committee which is intended to
qualify as an Incentive Stock Option under Section 422 of the Code. Unless
otherwise set forth in the Award Agreement, any Option which does not qualify as
an Incentive Stock Option for any reason shall be deemed a Non-Qualified Stock
Option.

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


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                     "Non-Qualified Stock Option" -- means an option to purchase
Shares granted by the Committee which does not
qualify, for any reason, as an Incentive Stock Option under Section 422 of the
Code.

                     "Option" -- means an Incentive Stock Option or a
Non-Qualified Stock Option awarded to a Participant pursuant to Section 5(a)
hereof.

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

                     "Performance Award" -- means an Award granted pursuant to
Section 5(d) herein.

                     "Plan" -- means this 2002 Omnibus Incentive Plan of the
Company.

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

                     "Restricted Stock" -- means Shares awarded to a Participant
pursuant to Section 5(c) hereof.

                     "Retirement" -- means retirement from employment with the
Company or an Affiliate thereof, as an employee, director, director emeritus or
advisory director thereof, having reached the age of 65.

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

                     "Stock Appreciation Right" -- means a stock appreciation
right with respect to Shares granted by the
Committee pursuant to the Plan.

                     "Ten Percent Holder" -- means any individual who owns stock
possessing more than ten percent of the total
combined voting power of all classes of stock of the Company and any Affiliate.

                     "Termination of Service" - means cessation of service, for
any reason, whether voluntary or involuntary, so that the affected individual is
not either (i) an employee of the Corporation or any Affiliate for purposes of
an Incentive Stock Option, or (ii) a director, advisory director or employee of
the Corporation or any affiliate for purpose of any other Award.

            3. Administration. The Plan shall be administered by a Committee
consisting of two or more members of the Board of Directors of the Company, each
of whom (i) shall be an outside director as defined under Section 162(m) of the
Code and the regulations thereunder and (ii) shall be a Non-Employee Director as
defined under Rule 16(b) of the Securities Exchange Act of 1934 or any similar
or successor provision. The members of the Committee shall be appointed by the
Board of Directors of the Company. Except as limited by the express provisions
of the Plan or by resolutions adopted by the Board of Directors of the Company,
the Committee shall have sole and complete authority and discretion to (i)
select Participants and grant Awards; (ii) determine the number of Shares to be
subject to types of Awards generally, as well as to individual Awards granted
under the Plan; (iii) determine the terms and conditions upon which Awards shall
be granted under the Plan; (iv) prescribe the form and terms of instruments
evidencing such grants; and (v) establish from time to time regulations for the
administration of the Plan, interpret the Plan, to correct any defect or supply
an omission or reconcile any inconsistency in the Plan, and make all
determinations deemed necessary or advisable for the administration of the Plan.

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

            4. Shares Subject to Plan.


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                     (a) Subject to adjustment by the operation of Section 7,
the maximum number of Shares with respect to which Awards may be made under the
Plan is 158,753 Shares. The Shares with respect to which Awards may be made
under the Plan may be either authorized and unissued shares or previously issued
shares reacquired and held as treasury shares. Shares which are subject to
Related Stock Appreciation Rights and Related Options shall be counted only once
in determining whether the maximum number of Shares with respect to which Awards
may be granted under the Plan has been exceeded. An Award shall not be
considered to have been made under the Plan with respect to any Option or Stock
Appreciation Right which terminates or with respect to Restricted Stock which is
forfeited, and new Awards may be granted under the Plan with respect to the
number of Shares as to which such termination or forfeiture has occurred.

                     (b) During any calendar year, no Participant may be granted
Awards under the Plan of more than 79,376 Shares, subject to adjustment as
provided in Section 7.

            5. Awards.

                     (a) Options. The Committee is hereby authorized to grant
Options to Participants with the following
terms and conditions and with such additional terms and conditions not
inconsistent with the provisions of the Plan as the Committee shall determine,
including the granting of Options in tandem with other Awards under the Plan:

                               (i) Exercise Price. The exercise price per Share
                     for an Option shall be determined by the Committee;
                     provided that, in the case of an Incentive Stock Option,
                     the exercise price thereof shall not be less than 100% of
                     the Market Value of a Share on the date of grant of such
                     Option; provided further that, in the case of an Incentive
                     Stock Option granted to a Ten Percent Holder, the exercise
                     price thereof shall not be less than 110% of the Market
                     Value of a Share on the date of grant of such Option.

                               (ii) Option Term. The term of each Option shall
                     be fixed by the Committee, but shall be no greater than 15
                     years; provided that, in the case of an Incentive Stock
                     Option, the term of such Option shall not exceed ten years;
                     provided further that, in the case of an Incentive Stock
                     Option granted to a Ten Percent Holder, the term of such
                     option shall not exceed five years.

                               (iii) Time and Method of Exercise. Except as
                     provided in paragraph (a) of Section 6, no Option granted
                     hereunder may be exercised unless at the time the
                     Participant exercises such Option, such Participant has
                     maintained Continuous Service since the date of grant of
                     such Option. To exercise an Option under the Plan, the
                     Participant to whom such Option was granted shall give
                     written notice to the Company in form satisfactory to the
                     Committee (and, if partial exercises have been permitted by
                     the Committee, by specifying the number of Shares with
                     respect to which such Participant elects to exercise such
                     Option) together with full payment of the exercise price,
                     if any and to the extent notice is received by the Company.
                     Payment, if any is required, shall be made either (i) in
                     cash (including check, bank draft or money order) or, if
                     the Committee specifically approves in writing on an
                     individual basis, (ii) by delivering (A) Shares already
                     owned by the Participant and having a fair market value
                     equal to the applicable exercise price, such fair market
                     value to be determined in such appropriate manner as may be
                     provided by the Committee or as may be required in order to
                     comply with or to conform to requirements of any applicable
                     laws or regulations, or (B) a combination of cash and such
                     Shares.

                               (iv) Option Agreements. At the time of an Award
                     of an Option, the Participant shall enter into an Award
                     Agreement with the Company in a form specified by the
                     Committee, agreeing to the terms and conditions of the
                     Award and such other matters as the Committee shall in its
                     sole discretion determine.

                               (v) Limitations on Value of Exercisable Incentive
                     Stock Options. The aggregate Market Value of the Shares
                     with respect to which Incentive Stock Options are
                     exercisable for the first time by a Participant in any
                     calendar year shall not exceed $100,000.


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                               (vi) Eligible Recipients of Incentive Stock
                     Options. Incentive Stock Options may be granted by the
                     Committee only to employees of the Company or its
                     Affiliates.

                               (vii) Incentive Stock Options must be granted no
                     later than 10 years from the date the Plan is adopted or
                     approved by the stockholders, whichever is earlier.

                     (b) Stock Appreciation Rights. The Committee is hereby
authorized to grant Stock Appreciation Rights
to Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:

                               (i) General. A Stock Appreciation Right shall,
                     upon its exercise, entitle the Participant to whom such
                     Stock Appreciation Right was granted to receive a number of
                     Shares or cash or combination thereof, as the Committee in
                     its discretion shall determine, the aggregate value of
                     which (i.e., the sum of the amount of cash and/or Market
                     Value of such Shares on date of exercise) shall equal (as
                     nearly as possible, it being understood that the Company
                     shall not issue any fractional shares) the amount by which
                     the Market Value per Share on the date of such exercise
                     shall exceed the exercise price of such Stock Appreciation
                     Right, multiplied by the number of Shares with respect to
                     which such Stock Appreciation Right shall have been
                     exercised.

                               (ii) Related Options. A Stock Appreciation Right
                     may be Related to an Option or may be granted independently
                     of any Option as the Committee shall from time to time in
                     each case determine. In the case of a Related Option, such
                     Related Option shall cease to be exercisable to the extent
                     of the Shares with respect to which the Related Stock
                     Appreciation Right was exercised. Upon the exercise or
                     termination of a Related Option, any Related Stock
                     Appreciation Right shall terminate to the extent of the
                     Shares with respect to which the Related Option was
                     exercised or terminated. If the Related Option is an
                     Incentive Stock Option, the Related Option shall satisfy
                     all restrictions and the limitations imposed on Incentive
                     Stock Options under paragraph (a) of this Section 5
                     (including, without limitation, restrictions on exercise
                     price and term).

                               (iii) Exercise Price and Term. The exercise price
                     and term of each Stock Appreciation Right shall be fixed by
                     the Committee; provided that, that the term of a Stock
                     Appreciation Right shall not exceed 15 years.

                               (iv) Stock Appreciation Right Agreements. At the
                     time of an Award of a Stock Appreciation Right, the
                     Participant shall enter into an Award Agreement with the
                     Company in a form specified by the Committee, agreeing to
                     the terms and conditions of the Award and such other
                     matters as the Committee shall in its sole discretion
                     determine.

                               (v) Time and Method of Exercise. Except as
                     provided in paragraph (a) of Section 6, no Stock
                     Appreciation Right may be exercised unless at the time the
                     Participant exercises such Stock Appreciation Right, such
                     Participant has maintained Continuous Service since the
                     date of grant of such Stock Appreciation Right. To exercise
                     a Stock Appreciation Right under the Plan, the Participant
                     to whom such Stock Appreciation Right was granted shall
                     give written notice to the Company in form satisfactory to
                     the Committee (and, if partial exercises have been
                     permitted by the Committee, by specifying the number of
                     Shares with respect to which such Participant elects to
                     exercise such Stock Appreciation Right) together with full
                     payment of the exercise price, if any and to the extent
                     required. The date of exercise shall be the date on which
                     such notice is received by the Company. Payment, if any is
                     required, shall be made either (i) in cash (including
                     check, bank draft or money order) or with the specific
                     written permission of the Committee (ii) by delivering (A)
                     Shares already owned by the Participant and having a fair
                     market value equal to the applicable exercise price, such
                     fair market value to be determined in such appropriate
                     manner as may be provided by the Committee or as may be
                     required in order to comply with or to conform to
                     requirements of any applicable laws or regulations, or (B)
                     a combination of cash and such Shares.


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                     (c) Restricted Stock. The Committee is hereby authorized to
grant Awards of Restricted Stock to
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:

                               (i) Restrictions. Shares of Restricted Stock
                     shall be subject to such restrictions as the Committee may
                     impose (including, without limitation, any limitation on
                     the right to vote a Share of Restricted Stock or the right
                     to receive any dividend or other right or property with
                     respect thereto), which restrictions may lapse separately
                     or in combination at such time or times, in such
                     installments or otherwise as the Committee may deem
                     appropriate. During the period of time in which the Shares
                     awarded as Restricted Stock are subject to the restrictions
                     contemplated herein (a "Restricted Period"), unless
                     otherwise permitted by the Plan or by the Committee as
                     provided in the applicable Award Agreement, such Shares may
                     not be sold, assigned, transferred, pledged or otherwise
                     encumbered by the Participant. Except for the restrictions
                     which may be imposed on Restricted Stock, a Participant to
                     whom Shares of Restricted Stock have been awarded shall
                     have all the rights of a stockholder, including but not
                     limited to the right to receive all dividends paid on such
                     Shares and the right to vote such Shares.

                               (ii) Restricted Stock Agreements. At the time of
                     an Award of Shares of Restricted Stock, the Participant
                     shall enter into an Award Agreement with the Company in a
                     form specified by the Committee, agreeing to the terms and
                     conditions of the Award and such other matters as the
                     Committee shall in its sole discretion determine.

                               (iii) Stock Certificates. Any Restricted Stock
                     granted under the Plan shall be evidenced by issuance of a
                     stock certificate or certificates, which certificate or
                     certificates shall be held by the Company. Such certificate
                     or certificates shall be registered in the name of the
                     Participant and shall bear the following (or similar)
                     legend:

                               "The transferability of this certificate and the
                               shares of stock represented hereby are subject to
                               the terms and conditions (including forfeiture)
                               contained in the Company's 2002 Omnibus Incentive
                               Plan and an Agreement entered into between the
                               registered owner and the Company. Copies of such
                               Plan and Agreement are on file in the offices of
                               the Secretary of the Company, 648 N. Jefferson
                               Street, Huntington, IN 46750-2101."

                               (iv) Removal of Restrictions. Shares representing
                     Restricted Stock that are no longer subject to restrictions
                     shall be delivered to the holder thereof promptly after the
                     applicable restrictions lapse or are waived.

                     (d) Performance Awards. The Committee is hereby authorized
to grant Performance Awards to Participants subject to the terms of the Plan and
the applicable Award Agreement. At the time of grant of a Performance Award, the
Participant shall enter into an Award Agreement with the Company in a form
specified by the Committee, agreeing to the terms and conditions of the
Performance Award and such other matters as the Committee shall in its sole
discretion determine. A Performance Award granted under the Plan (i) may be
denominated or payable in cash, Shares (including, without limitation,
Restricted Stock), other securities, other Awards or other property and (ii)
shall confer on the holder thereof the right to receive payments, in whole or in
part, upon the achievement of such performance goals during such performance
periods as the Committee shall establish. Subject to the terms of the Plan, the
performance goals to be achieved during any performance period, the length of
any performance period, the amount of any Performance Award granted and the
amount of any payment or transfer to be made pursuant to any Performance Award
shall be determined by the Committee as provided in the applicable Award
Agreement. Unless otherwise provided in the Performance Award, the term of a
Performance Award shall not exceed 15 years.

            6. Termination of Service.

                     (a) Options and Stock Appreciation Rights.


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                               (i) If a Participant to whom an Option or Stock
                     Appreciation Right was granted shall cease to maintain
                     Continuous Service for any reason (including total and
                     partial disability but excluding Retirement, death and
                     termination of employment by the Company or any Affiliate
                     for Cause), such Participant may, but only within the
                     period of three months, in the case of an Incentive Stock
                     Option, or one year, in the case of a Non-Qualified Stock
                     Option or Stock Appreciation Right, immediately succeeding
                     such cessation of Continuous Service and in no event after
                     the expiration date of such Option or Stock Appreciation
                     Right, exercise such Option or Stock Appreciation Right to
                     the extent that such Participant was entitled to exercise
                     such Option or Stock Appreciation Right at the date of such
                     cessation of Continuous Service. If the Continuous Service
                     of a Participant to whom an Option or Stock Appreciation
                     Right was granted by the Company is terminated for Cause,
                     all rights under any Option or Stock Appreciation Right of
                     such Participant shall expire immediately upon the giving
                     to the Participant of notice of such termination.

                               (ii) If a Participant to whom an Option or Stock
                     Appreciation Right was granted shall cease to maintain
                     Continuous Service due to Retirement, such Participant may,
                     but only within the period of three months, in the case of
                     an Incentive Stock Option, or two years, in the case of a
                     Non-Qualified Stock Option or Stock Appreciation Right,
                     immediately succeeding such cessation of Continuous Service
                     and in no event after the expiration date of such Option or
                     Stock Appreciation Right, exercise such Option or Stock
                     Appreciation Right to the extent that such Participant was
                     entitled to exercise such Option or Stock Appreciation
                     Right at the date of such cessation of Continuous Service.

                               (iii) In the event of the death of a Participant
                     while in the Continuous Service of the Company or an
                     Affiliate or after the Participant's cessation of
                     Continuous Service but within the periods referred to in
                     paragraphs (a)(i) and (a)(ii) of this Section 6, the person
                     to whom any Option or Stock Appreciation Right held by the
                     Participant at the time of his or her death is transferred
                     by will or the laws of descent and distribution, or, in the
                     case of an Award other than an Incentive Stock Option,
                     pursuant to a qualified domestic relations order, as
                     defined in the Code or Title I of ERISA or the rules
                     thereunder, or as otherwise permitted to be transferred
                     under Section 10 of the Plan, may, but only within the
                     period of two years immediately succeeding the date of
                     death of such Participant, and in no event after the
                     expiration date of such Option or Stock Appreciation Right,
                     exercise such Option or Stock Appreciation Right to the
                     extent that such Participant was entitled to exercise such
                     Option or Stock Appreciation Right immediately prior to his
                     death. Following the death of any Participant to whom an
                     Option was granted under the Plan, irrespective of whether
                     any Related Stock Appreciation Right shall have theretofore
                     been granted to the Participant or whether the person
                     entitled to exercise such Related Stock Appreciation Right
                     desires to do so, the Committee may, as an alternative
                     means of settlement of such Option, elect to pay to the
                     person to whom such Option is transferred as permitted by
                     Section 10 of this Plan, the amount by which the Market
                     Value per Share on the date of exercise of such Option
                     shall exceed the exercise price of such Option, multiplied
                     by the number of Shares with respect to which such Option
                     is properly exercised. Any such settlement of an Option
                     shall be considered an exercise of such Option for all
                     purposes of the Plan.

                               (iv) Notwithstanding the provisions of
                     subparagraphs (i) through (iii) above, the Committee may,
                     in its sole discretion, establish different terms and
                     conditions pertaining to the effect of termination to the
                     extent permitted by applicable federal and state law.

                     (b) Restricted Stock. Except as otherwise provided in this
Plan, if a Participant ceases to maintain Continuous Services for any reason
(other than death, total or partial disability or Retirement) unless the
Committee, in its sole discretion, shall otherwise determine, all shares of
Restricted Stock theretofore awarded to such Participant and which at the time
of such termination of Continuous Service are subject to the restrictions
imposed by paragraph (c)(i) of Section 5 shall upon such termination of
Continuous Service be forfeited and returned to the Company. Unless the
Committee, in its sole discretion, shall otherwise determine, if a Participant
ceases to maintain Continuous Service by reason of death, total or partial
disability or Retirement, all shares of Restricted Stock theretofore awarded to
such Participant and which at the time of such termination of Continuous


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Service are subject to the restrictions imposed by paragraph (c)(i) of Section 5
shall upon such termination of Continuous Service be free of restrictions and
shall not be forfeited.

                     (c) Performance Awards. In the event that a Participant to
whom a Performance Award has been granted shall cease to maintain Continuous
Service for any reason, the rights of such Participant or any person to whom the
Award may have been transferred as permitted by Section 10 shall be governed by
the terms of the Plan and the applicable Award Agreement.

            7. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Company, the maximum aggregate number and
class of shares and exercise price of the Award, if any, as to which Awards may
be granted under the Plan and the number and class of shares and exercise price
of the Award, if any, with respect to which Awards have been granted under the
Plan shall be appropriately adjusted by the Committee, whose determination shall
be conclusive. Any Award which is adjusted as a result of this Section 7 shall
be subject to the same restrictions as the original Award.

            8. Effect of Merger on Options and Stock Appreciation Rights. In the
case of any merger, consolidation or combination of the Company (other than a
merger, consolidation or combination in which the Company is the continuing
corporation and which does not result in the outstanding Shares being converted
into or exchanged for different securities, cash or other property, or any
combination thereof), any Participant to whom an Option or Stock Appreciation
Right has been granted shall have the additional right (subject to the
provisions of the Plan and any limitation applicable to such Option or Stock
Appreciation Right), thereafter and during the term of each such Option or Stock
Appreciation Right, to receive upon exercise of any such Option or Stock
Appreciation Right an amount equal to the excess of the fair market value on the
date of such exercise of the securities, cash or other property, or combination
thereof, receivable upon such merger, consolidation or combination in respect of
a Share over the exercise price of such Stock Appreciation Right or Option,
multiplied by the number of Shares with respect to which such Option or Stock
Appreciation Right shall have been exercised. Such amount may be payable fully
in cash, fully in one or more of the kind or kinds of property payable in such
merger, consolidation or combination, or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the Committee.

            9. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 9 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, shall become the
beneficial owner of shares of the Company with respect to which 25% or more of
the total number of votes for the election of the Board of Directors of the
Company may be cast, (ii) as a result of, or in connection with, any cash tender
offer, merger or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were directors of the
Company shall cease to constitute a majority of the Board of Directors of the
Company, or (iii) the stockholders of the Company shall approve an agreement
providing either for a transaction in which the Company will cease to be an
independent publicly-owned corporation or for a sale or other disposition of all
or substantially all the assets of the Company. Upon a change in control, unless
the Committee shall have otherwise provided in the applicable Award Agreement,
any restrictions or vesting period with respect to any outstanding Awards shall
lapse and all such Awards shall become fully vested in the Participant to whom
such Awards were awarded; provided, however, that no Award which has previously
been exercised or otherwise terminated shall become exercisable.

            10. Assignments and Transfers. No Award granted under the Plan shall
be transferable otherwise than by will or the laws of descent and distribution,
except that an Award other than an Incentive Stock Option may be transferred
pursuant to a qualified domestic relations order or by gift to any member of the
Participant's immediate family or to a trust for the benefit of one or more of
such immediate family members. During the lifetime of an Award recipient, an
Award shall be exercisable only by the Award recipient unless it has been
transferred as permitted hereby, in which case it shall be exercisable only by
such transferee. For the purpose of this Section 10, a Participant's "immediate
family" shall mean the Participant's spouse, children and grandchildren.


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

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

           13. Withholding Tax. Upon the termination of the restricted period
with respect to any shares of Restricted Stock (or at any such earlier time, if
any, that an election is made by the Participant under Section 83(b) of the
Code, or any successor provision thereto, to include the value of such shares in
taxable income), the Company shall have the right to require the Participant or
other person receiving such shares to pay the Company the amount of any taxes
which the Company is required to withhold with respect to such shares, or, in
lieu thereof, to retain or sell without notice, a sufficient number of shares
held by it to cover the amount required to be withheld. The Company shall have
the right to deduct from all dividends paid with respect to shares of Restricted
Stock the amount of any taxes which the Company is required to withhold with
respect to such dividend payments.

           The Company shall have the right to deduct from all amounts paid in
cash with respect to the exercise of a Stock Appreciation Right under the Plan
any taxes required by law to be withheld with respect to such cash payments.
Where a Participant or other person is entitled to receive Shares pursuant to
the exercise of an Option or Stock Appreciation Right pursuant to the Plan, the
Company shall have the right to require the Participant or such other person to
pay the Company the amount of any taxes which the Company is required to
withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld.

           All withholding decisions pursuant to this Section 13 shall be at the
sole discretion of the Committee or the Company.

           14. Amendment or Termination.

                     (a) Subject to paragraph (b) of this Section 14, the Board
of Directors of the Company may amend,
alter, suspend, discontinue, or terminate the Plan at any time without the
consent of shareholders or Participants, except that any such action will be
subject to the approval of the Company's shareholders if, when and to the extent
such shareholder approval is necessary or required for purposes of any
applicable federal or state law or regulation or the rules of any stock exchange
or automated quotation system on which the Shares may then be listed or quoted,
or if the Board of Directors of the Company, in its discretion, determines to
seek such shareholder approval.

                     (b) Except as otherwise provided herein, the Committee may
waive any conditions of or rights of the
Company or modify or amend the terms of any outstanding Award. The Committee may
not, however, amend, alter, suspend, discontinue or terminate any outstanding
Award without the consent of the Participant or holder thereof, except as
otherwise herein provided.

           15. Effective Date and Term of Plan. The Plan shall become effective
upon its adoption by the Board of Directors of the Company, subject to the
approval of the Plan by the shareholders of the Company. It shall continue in
effect for a term of 15 years unless sooner terminated under Section 14 hereof.


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