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                                                                     EXHIBIT 4.3

                                PULTE CORPORATION
                   2000 STOCK INCENTIVE PLAN FOR KEY EMPLOYEES


         1. DEFINITIONS: The following words and phrases, whenever capitalized,
shall have the following respective meanings, unless the context otherwise
requires:

                  "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Corporation.

                  "CODE" shall mean the Internal Revenue Code of 1986, as
amended, and the regulations thereunder.

                  "COMMITTEE" shall mean the Compensation Committee designated
by the Board of Directors of the Corporation, or such other committee as shall
be specified by the Board of Directors to perform the functions and duties of
the Committee under the Plan; provided, however, that the Committee shall comply
with the requirements of (i) Rule 16b-3 of the Rules and Regulations under the
Exchange Act, and (ii) Section 162(m) of the Code.

                  "CORPORATION" shall mean Pulte Corporation, a Michigan
corporation, or any successor thereof.

                  "DISCRETION" shall mean in the sole discretion of the
Committee, with no requirement whatsoever that the Committee follow past
practices, act in a manner consistent with past practices, or treat a key
employee in a manner consistent with the treatment afforded other key employees
with respect to the Plan.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended.

                  "INCENTIVE OPTION" shall mean an option to purchase common
stock of the Corporation which meets the requirements set forth in the Plan and
also meets the definition of an incentive stock option within the meaning of
Section 422 of the Code. The stock option agreement for an Incentive Option
shall state that the option is intended to be an Incentive Option.

                  "NONQUALIFIED OPTION" shall mean an option to purchase common
stock of the Corporation which meets the requirements set forth in the Plan but
does not meet the definition of an incentive stock option within the meaning of
Section 422 of the Code. The stock option agreement for a Nonqualified Option
shall state that the option is intended to be a Nonqualified Option.

                  "PARTICIPANT" shall mean any individual designated by the
Committee under Paragraph 6 for participation in the Plan.

                  "PARTICIPANT AGREEMENT" shall have the meaning set forth in
Paragraph 7 below.



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                  "PLAN" shall mean this Pulte Corporation 2000 Stock Incentive
Plan For Key Employees.

                  "RESTRICTED STOCK AWARD" shall mean a grant of common stock of
the Corporation which is subject to forfeiture, restrictions against transfer,
and such other terms and conditions determined by the Committee, as provided in
Paragraph 18 below.

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

                  "STOCK" shall mean stock or other equity interest.

                  "STOCK APPRECIATION RIGHT" shall mean a right to receive the
appreciation in value, or a portion of the appreciation in value, of a specified
number of shares of the common stock of the Corporation, as provided in
Paragraph 12 below.

                  "SUBSIDIARY" shall mean any corporation or similar entity in
which the Corporation owns, directly or indirectly, Stock possessing more than
25% of the combined voting power of all classes of Stock; provided, however,
that an Incentive Option may be granted to an employee of a Subsidiary only if
the Subsidiary is a corporation and the Corporation owns, directly or
indirectly, 50% or more of the total combined voting power of all classes of
Stock of the Subsidiary.

         2. PURPOSE OF PLAN. The purpose of the Plan is to provide key employees
(including officers and directors who are also key employees) of the Corporation
and its Subsidiaries with an increased incentive to make significant and
extraordinary contributions to the long term performance and growth of the
Corporation and its Subsidiaries, to join the interests of key employees with
the interests of the shareholders of the Corporation and to facilitate
attracting and retaining key employees of exceptional ability.

         3. ADMINISTRATION. The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the Committee shall determine, from those
eligible to be Participants under the Plan, the persons to be granted stock
options, Stock Appreciation Rights and Restricted Stock Awards, the amount of
stock or rights to be optioned or granted to each such person, and the terms and
conditions of any stock options, Stock Appreciation Rights and Restricted Stock
Awards. Subject to the provisions of the Plan, the Committee is authorized to
interpret the Plan, to make, amend and rescind rules and regulations relating to
the Plan and to make all other determinations necessary or advisable for the
Plan's administration. Interpretation and construction of any provision of the
Plan by the Committee shall, unless otherwise determined by the Board of
Directors of the Corporation, be final and conclusive. A majority of the
Committee shall constitute a quorum, and the acts approved by 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, shall be the acts of the Committee.




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         4. INDEMNIFICATION OF COMMITTEE MEMBERS. In addition to such other
rights of indemnification as they may have, the members of the Committee shall
be indemnified by the Corporation in connection with any claim, action, suit or
proceeding relating to any action taken or failure to act under or in connection
with the Plan or any option, Stock Appreciation Right or Restricted Stock Award
granted hereunder to the full extent provided for under the Corporation's Bylaws
with respect to indemnification of directors of the Corporation.

         5. MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN. The maximum number of
shares with respect to which stock options or Stock Appreciation Rights or
Restricted Stock Awards may be granted under the Plan shall be 2,500,000 shares
in the aggregate of common stock of the Corporation. The number of shares with
respect to which a Stock Appreciation Right is granted, but not the number of
shares which the Corporation delivers or could deliver to a Participant upon
exercise of a Stock Appreciation Right, shall be charged against the aggregate
number of shares remaining available under the Plan; provided, however, that in
the case of a Stock Appreciation Right granted in conjunction with a stock
option under circumstances in which the exercise of the Stock Appreciation Right
results in termination of the stock option and vice versa, only the number of
shares subject to the stock option shall be charged against the aggregate number
of shares remaining available under the Plan. If a stock option or Stock
Appreciation Right expires or terminates for any reason (other than termination
as a result of the exercise of a related right) without having been fully
exercised, or if shares of restricted stock are forfeited, the number of shares
with respect to which the stock option or Stock Appreciation Right was not
exercised at the time of its expiration or termination, and the number of
forfeited shares of restricted stock, shall again become available for the grant
of stock options, Stock Appreciation Rights or Restricted Stock Awards under the
Plan, unless the Plan shall have been terminated.

                  Notwithstanding any other provision in this Plan, no employee
of the Corporation or a Subsidiary may receive options, Stock Appreciation
Rights, Restricted Stock Awards or any combination thereof for more than
1,500,000 shares of common stock of the Corporation over the term of the Plan,
as provided in Paragraph 23. For purposes of this 1,500,000 share per-employee
limitation, there shall be taken into account all shares covered by stock
options and Stock Appreciation Rights granted, and all Restricted Stock Awards,
to an employee regardless of whether such stock options or Stock Appreciation
Rights expire or terminate without being fully exercised or whether such
Restricted Stock Awards are forfeited back to the Corporation.

                  The number of shares subject to each outstanding stock option,
Stock Appreciation Right or Restricted Stock Award, the option price with
respect to outstanding stock options, the grant value with respect to
outstanding Stock Appreciation Rights, the aggregate number of shares remaining
available under the Plan and the 1,500,000 share per-employee limitation shall
be subject to such adjustment as the Committee, in its Discretion, deems
appropriate to reflect such events as stock dividends, stock splits,
recapitalizations, mergers, consolidations or reorganizations of or by the
Corporation; provided, however, that no fractional shares shall be issued
pursuant to the Plan, no rights may be granted under the Plan with respect to
fractional shares, and any fractional shares resulting from such adjustments
shall be eliminated from any outstanding stock option, Stock Appreciation Right,
or Restricted Stock Award.



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         6. PARTICIPANTS. The Committee shall determine and designate from time
to time, in its Discretion, those key employees of the Corporation or any
Subsidiary to receive stock options, Stock Appreciation Rights, or restricted
stock who, in the judgment of the Committee, are or will become responsible for
the direction and financial success of the Corporation or any Subsidiary;
provided, however, that Incentive Options may be granted to key employees of a
Subsidiary only if (i) the Corporation owns, directly or indirectly, 50% or more
of the total combined voting power of all classes of Stock of the Subsidiary and
(ii) the Subsidiary is a corporation. For the purposes of the Plan, key
employees shall include officers and directors who are also key employees of the
Corporation or any Subsidiary.

         7. WRITTEN AGREEMENT. Each stock option, Stock Appreciation Right and
Restricted Stock Award shall be evidenced by a written Participant Agreement
containing such provisions as may be approved by the Committee. Each such
Participant Agreement shall constitute a binding contract between the
Corporation and the Participant and every Participant, upon acceptance of such
Participant Agreement, shall be bound by the terms and restrictions of the Plan
and of such Participant Agreement. The terms of each such Participant Agreement
shall be in accordance with the Plan, but each Participant Agreement may include
such additional provisions and restrictions determined by the Committee, in its
Discretion, provided that such additional provisions and restrictions are not
inconsistent with the terms of the Plan.

         8. ALLOTMENT OF SHARES. The Committee shall determine and fix, in its
Discretion, the number of shares of common stock with respect to which a
Participant may be granted stock options and Stock Appreciation Rights and the
number of shares of restricted stock which a Participant may be awarded;
provided, however, that no Incentive Option may be granted under the Plan to any
one Participant where such grant would cause the aggregate fair market value,
determined as of the date the option is granted, of underlying stock with
respect to which incentive stock options are exercisable for the first time by
such Participant during any calendar year under any plan maintained by the
Corporation (or any parent or subsidiary corporation of the Corporation) to
exceed $100,000.

         9. STOCK OPTIONS. Subject to the terms of the Plan, the Committee, in
its Discretion, may grant to Participants either Incentive Options or
Nonqualified Options or any combination thereof. Each option granted under the
Plan shall designate the number of shares covered thereby, if any, with respect
to which the option is an Incentive Option, and the number of shares covered
thereby, if any, with respect to which the option is a Nonqualified Option. The
Committee, in its Discretion, may issue reload options (that are Nonqualified
Options) in connection with the exercise of previously-granted Nonqualified
options.

         10. STOCK OPTION PRICE. Subject to the rules set forth in this
Paragraph 10, at the time any stock option is granted, the Committee, in its
Discretion, shall establish the price per share for which the shares covered by
the option may be purchased. With respect to an Incentive Option, such option
price shall not be less than 100% of the fair market value of the stock on the
date on which such option is granted; provided, however, that with respect to an
Incentive


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Option granted to an employee who at the time of the grant owns (after applying
the attribution rules of Section 424(d) of the Code) more than 10% of the total
combined voting stock of the Corporation or of any parent or subsidiary, the
option price shall not be less than 110% of the fair market value of the stock
on the date such option is granted. With respect to a Nonqualified Option, the
option price shall not be less than 100% of the fair market value of the stock
on the date upon which such option is granted. Fair market value of a share
shall be determined by the Committee and may be determined by taking the mean
between the highest and lowest quoted selling prices of the Corporation's common
stock on any exchange or other market on which the shares of common stock of the
Corporation shall be traded on such date, or if there are no sales on such date,
on the next following day on which there are sales. The option price shall be
subject to adjustment in accordance with the provisions of paragraph 5 of the
Plan.

         11. PAYMENT OF STOCK OPTION PRICE. To exercise in whole or in part any
stock option granted hereunder, payment of the option price in full in cash or,
with the consent of the Committee, in common stock of the Corporation or by a
promissory note payable to the order of the Corporation in a form acceptable to
the Committee, shall be made by the Participant for all shares so purchased.
Such payment may, with the consent of the Committee, also consist of a cash down
payment and delivery of such promissory note in the amount of the unpaid
exercise price. In the Discretion of and subject to such conditions as may be
established by the Committee, payment of the option price may also be made by
the Corporation retaining from the shares to be delivered upon exercise of the
stock option that number of shares having a fair market value on the date of
exercise equal to the option price of the number of shares with respect to which
the Participant exercises the stock option. Such payment may also be made in
such other manner as the Committee determines is appropriate, in its Discretion.
No Participant shall have any of the rights of a shareholder of the Corporation
under any stock option until the actual issuance of shares to said Participant,
and prior to such issuance no adjustment shall be made for dividends,
distributions or other rights in respect of such shares, except as provided in
Paragraph 5.

         12. STOCK APPRECIATION RIGHTS. Subject to the terms of the Plan, the
Committee may grant Stock Appreciation Rights to Participants either in
conjunction with, or independently of, any stock options granted under the Plan.
A Stock Appreciation Right granted in conjunction with a stock option may be an
alternative right wherein the exercise of the stock option terminates the Stock
Appreciation Right to the extent of the number of shares purchased upon exercise
of the stock option and, correspondingly, the exercise of the Stock Appreciation
Right terminates the stock option to the extent of the number of shares with
respect to which the Stock Appreciation Right is exercised. Alternatively, a
Stock Appreciation Right granted in conjunction with a stock option may be an
additional right wherein both the Stock Appreciation Right and the stock option
may be exercised. A Stock Appreciation Right may not be granted in conjunction
with an Incentive Option under circumstances in which the exercise of the Stock
Appreciation Right affects the right to exercise the Incentive Option or vice
versa, unless the Stock Appreciation Right, by its terms, meets all of the
following requirements:




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                  (A) the Stock Appreciation Right will expire no later than the
Incentive Option;

                  (B) the Stock Appreciation Right may be for no more than the
difference between the option price of the Incentive Option and the fair market
value of the shares subject to the Incentive Option at the time the Stock
Appreciation Right is exercised;

                  (C) the Stock Appreciation Right is transferable only when the
Incentive Option is transferable, and under the same conditions;

                  (D) the Stock Appreciation Right may be exercised only when
the Incentive Option is eligible to be exercised; and

                  (E) the Stock Appreciation Right may be exercised only when
the fair market value of the shares subject to the Incentive Option exceeds the
option price of the Incentive Option.

                  Upon exercise of a Stock Appreciation Right, a Participant
shall be entitled to receive, without payment to the Corporation (except for
applicable withholding taxes), an amount equal to the excess of or, in the
Discretion of the Committee if provided in the Participant Agreement, a portion
of the excess of (i) the then aggregate fair market value of the number of
shares with respect to which the Participant exercises the Stock Appreciation
Right, over (ii) the aggregate fair market value of such number of shares at the
time the Stock Appreciation Right was granted. This amount shall be payable by
the Corporation, in the Discretion of the Committee, in cash or in shares of
common stock of the Corporation or any combination thereof.

         13. GRANTING AND EXERCISING OF STOCK OPTIONS AND STOCK APPRECIATION
RIGHTS. Subject to the provisions of this Paragraph 13, each stock option and
Stock Appreciation Right granted hereunder shall be exercisable at any such time
or times or in any such installments as may be determined by the Committee at
the time of the grant. Moreover, if a Participant who is granted a Stock
Appreciation Right is a person who is regularly required to report his or her
ownership and changes in ownership of common stock of the Corporation to the
Securities and Exchange Commission and is subject to short-swing profit
liability under the provisions of Section 16(b) of the Exchange Act, then any
election to exercise as well as any actual exercise of such Participant's Stock
Appreciation Right shall be made only during the period beginning on the third
business day and ending on the twelfth business day following the release for
publication by the Corporation of quarterly or annual summary statements of
sales and earnings. Notwithstanding anything contained in the Plan to the
contrary, Stock Appreciation Rights shall always be granted and exercised in
such a manner as to conform to the provisions of Rule 16b-3(e), or any
replacement rule, adopted pursuant to the provisions of the Exchange Act. In
addition, the aggregate fair market value (determined at the time the option is
granted) of the common stock with respect to which Incentive Options are
exercisable for the first time by a Participant during any calendar year shall
not exceed $100,000.



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                  A Participant may exercise a stock option or Stock
Appreciation Right, if then exercisable, in whole or in part by delivery to the
Corporation of written notice of the exercise, in such form as the Committee may
prescribe, accompanied, in the case of a stock option, by (i) payment for the
shares with respect to which the stock option is exercised in accordance with
Paragraph 11, or (ii) in the Discretion of the Committee, irrevocable
instructions to a stock broker to promptly deliver to the Corporation full
payment for the shares with respect to which the stock option is exercised from
the proceeds of the stock broker's sale of or loan against the shares. Except as
provided in Paragraph 17, stock options and Stock Appreciation Rights granted to
a Participant may be exercised only while the Participant is an employee of the
Corporation or a Subsidiary.

                  Successive stock options and Stock Appreciation Rights may be
granted to the same Participant, whether or not the stock option(s) and Stock
Appreciation Right(s) previously granted to such Participant remain unexercised.
A Participant may exercise a stock option or a Stock Appreciation Right, if then
exercisable, notwithstanding that stock options and Stock Appreciation Rights
previously granted to such Participant remain unexercised.

         14. NON-TRANSFERABILITY OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.
No stock option or Stock Appreciation Right granted under the Plan to a
Participant shall be transferable by such Participant otherwise than by will or
by the laws of descent and distribution, and stock options and Stock
Appreciation Rights shall be exercisable, during the lifetime of the
Participant, only by the Participant.

         15. TERM OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS. If not sooner
terminated, each stock option and Stock Appreciation Right granted hereunder
shall expire not more than 10 years from the date of the granting thereof;
provided, however, that with respect to an Incentive Option or a related Stock
Appreciation Right granted to a Participant who, at the time of the grant, owns
(after applying the attribution rules of Section 424(d) of the Code) more than
10% of the total combined voting stock of all classes of stock of the
Corporation or of any parent or subsidiary, such option and Stock Appreciation
Right shall expire not more than five (5) years after the date of granting
thereof.

         16. CONTINUATION OF EMPLOYMENT. The Committee may require, in its
Discretion, that any Participant under the Plan to whom a stock option or Stock
Appreciation Right shall be granted shall agree in writing as a condition of the
granting of such stock option or Stock Appreciation Right to remain in the
employ of the Corporation or a Subsidiary for a designated minimum period from
the date of the granting of such stock option or Stock Appreciation Right as
shall be fixed by the Committee.

         17. TERMINATION OF EMPLOYMENT. If the employment of a Participant by
the Corporation or a Subsidiary shall terminate, the Committee may, in its
Discretion, permit the exercise of stock options and Stock Appreciation Rights
granted to such Participant (i) for a period not to exceed three months
following termination of employment with respect to



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Incentive Options or related Stock Appreciation Rights if termination of
employment is not due to death or permanent disability of the Participant, (ii)
for a period not to exceed one year following termination of employment with
respect to Incentive Options or related Stock Appreciation Rights if termination
of employment is due to the death or permanent disability of the Participant,
and (iii) for a period not to extend beyond the expiration date with respect to
Nonqualified Options or related or independently granted Stock Appreciation
Rights. In no event, however, shall a stock option or Stock Appreciation Right
be exercisable subsequent to its expiration date and, furthermore, unless the
Committee in its Discretion determine otherwise, a stock option or Stock
Appreciation Right may only be exercised after termination of a Participant's
employment to the extent exercisable on the date of termination of employment or
to the extent exercisable as a result of the reason for termination of
employment. The period of time, if any, a Participant shall have to exercise
stock options or Stock Appreciation Rights upon termination of employment shall
be set forth in the Participant Agreement, subject to extension of such time
period by the Committee in its Discretion.

         18. RESTRICTED STOCK AWARDS. Subject to the terms of the Plan, the
Committee may award shares of restricted stock to Participants. All shares of
restricted stock granted to Participants under the Plan shall be subject to the
following terms and conditions (and to such other terms and conditions
prescribed by the Committee):

                  (A) At the time of each award of restricted shares, there
shall be established for the shares a restricted period, which shall be no less
than six months and no greater than five years. Such restricted period may
differ among Participants and may have different expiration dates with respect
to portions of shares covered by the same award.

                  (B) Shares of restricted stock awarded to Participants may not
be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered
during the restricted period applicable to such shares. Except for such
restrictions on transfer, a Participant shall have all of the rights of a
shareholder in respect of restricted shares awarded to him or her including, but
not limited to, the right to receive any dividends on, and the right to vote,
the shares.

                  (C) If a Participant ceases to be an employee of the
Corporation or a Subsidiary for any reason (voluntary or involuntary, and with
or without cause) other than death or permanent disability, all shares
theretofore awarded to the Participant which are still subject to the
restrictions imposed by Paragraph 18(b) shall upon such termination of
employment be forfeited and transferred back to the Corporation, without payment
of any consideration by the Corporation. In the event such employment is
terminated by action of the Corporation or a Subsidiary without cause or by
agreement between the Corporation or a Subsidiary and the Participant, however,
the Committee may, in its Discretion, release some or all of the shares from the
restrictions.

                  (D) If a Participant ceases to be an employee of the
Corporation or a Subsidiary by reason of death or permanent disability, the
restrictions imposed by Paragraph

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18(b) shall lapse with respect to shares then subject to such restrictions,
unless otherwise determined by the Committee.

                  (E) Stock certificates shall be issued in respect of shares of
restricted stock awarded hereunder and shall be registered in the name of the
Participant. Such certificates shall be deposited with the Corporation or its
designee, together with a stock power endorsed in blank, and, in the Discretion
of the Committee, a legend shall be placed upon such certificates reflecting
that the shares represented thereby are subject to restrictions against transfer
and forfeiture.

                  (F) At the expiration of the restricted period applicable to
the shares, the Corporation shall deliver to the Participant or the legal
representative of the Participant's estate the stock certificates deposited with
it or its designee and as to which the restricted period has expired. If a
legend has been placed on such certificates, the Corporation shall cause such
certificates to be reissued without the legend.

                  In the case of events such as stock dividends, stock splits,
recapitalizations, mergers, consolidations or reorganizations of or by the
Corporation, any stock, securities or other property which a Participant
receives or is entitled to receive by reason of his or her ownership of
restricted shares shall, unless otherwise determined by the Committee, be
subject to the same restrictions applicable to the restricted shares and shall
be deposited with the Corporation or its designee.

         19. INVESTMENT PURPOSE. If the Committee in its Discretion determines
that as a matter of law such procedure is or may be desirable, it may require a
Participant, upon any acquisition of common stock hereunder (whether by reason
of the exercise of stock options or Stock Appreciation Rights or the award of
restricted stock) and as a condition to the Corporation's obligation to issue or
deliver certificates representing such shares, to execute and deliver to the
Corporation a written statement, in form satisfactory to the Committee,
representing and warranting that the Participant's acquisition of shares of
stock shall be for such person's own account, for investment and not with a view
to the resale or distribution thereof and that any subsequent offer for sale or
sale of any such shares shall be made either pursuant to (a) a registration
statement on an appropriate form under the Securities Act which registration
statement has become effective and is current with respect to the shares being
offered and sold, or (b) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption the Participant shall,
prior to any offer for sale or sale of such shares, obtain a favorable written
opinion from counsel for or approved by the Corporation as to the availability
of such exemption. The Corporation may endorse an appropriate legend referring
to the foregoing restriction upon the certificate or certificates representing
any shares issued or transferred to a Participant under the Plan.

         20. RIGHTS TO CONTINUED EMPLOYMENT. Nothing contained in the Plan or in
any stock option, Stock Appreciation Right or Restricted Stock Award granted
pursuant to the Plan, nor any action taken by the Committee hereunder, shall
confer upon any Participant any right with respect to continuation of employment
by the Corporation or a Subsidiary nor interfere in


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<PAGE>   10

any way with the right of the Corporation or a Subsidiary to terminate such
person's employment at any time.

         21. WITHHOLDING PAYMENTS. If upon the exercise of a Nonqualified Option
or Stock Appreciation Right, or upon the award of restricted stock or the
expiration of restrictions applicable to restricted stock, or upon a
disqualifying disposition (within the meaning of Section 422 of the Code) of
shares acquired upon exercise of an Incentive Option, there shall be payable by
the Corporation or a Subsidiary any amount for income tax withholding, in the
Committee's Discretion, either the Corporation shall appropriately reduce the
amount of common stock or cash to be delivered or paid to the Participant or the
Participant shall pay such amount to the Corporation or Subsidiary to reimburse
it for such income tax withholding. The Committee may, in its Discretion, permit
Participants to satisfy such withholding obligations, in whole or in part, by
electing to have the amount of common stock delivered or deliverable by the
Corporation upon exercise of a stock option or Stock Appreciation Right or upon
award of restricted stock appropriately reduced, or by electing to tender common
stock back to the Corporation subsequent to exercise of a stock option or Stock
Appreciation Right or award of restricted stock, to reimburse the Corporation or
a Subsidiary for such income tax withholding, subject to such rules and
regulations as the Committee may adopt. The Committee may make such other
arrangements with respect to income tax withholding as it shall determine.

         22. EFFECTIVENESS OF PLAN. The Plan shall be effective on the date the
Board of Directors of the Corporation adopts the Plan, provided that the
shareholders of the Corporation approve the Plan within 12 months of its
adoption by the Board of Directors. Stock options, Stock Appreciation Rights and
restricted stock may be granted or awarded prior to shareholder approval of the
Plan, but each such stock option, Stock Appreciation Right or restricted stock
grant or award shall be subject to shareholder approval of the Plan. No stock
option or Stock Appreciation Right may be exercised prior to shareholder
approval, and any Restricted Stock Award is subject to forfeiture if such
shareholder approval is not obtained.

         23. TERMINATION, DURATION AND AMENDMENTS OF PLAN. The Plan may be
abandoned or terminated at any time by the Board of Directors of the
Corporation. Unless sooner terminated, the Plan shall terminate on the date ten
years after its adoption by the Board of Directors, and no stock options, Stock
Appreciation Rights or restricted stock may be granted or awarded thereafter.
The termination of the Plan shall not affect the validity of any stock option,
Stock Appreciation Right or Restricted Stock Award outstanding on the date of
termination.

                  For the purpose of conforming to any changes in applicable law
or governmental regulations, or for any other lawful purpose, the Board of
Directors shall have the right, with or without approval of the shareholders of
the Corporation, to amend or revise the terms of the Plan at any time; provided,
however, that no such amendment or revision shall (i) without approval or
ratification of the shareholders of the Corporation (A) increase the maximum
number of shares in the aggregate which are subject to the Plan (subject,
however, to the provisions of Paragraph 5), (B) increase the maximum number of
shares for which any Participant may be granted stock options, Stock
Appreciation Rights or Restricted Stock Awards under the Plan (except as




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<PAGE>   11

contemplated by Paragraph 5), (C) change the class of persons eligible to be
Participants under the Plan, or (D) materially increase the benefits accruing to
Participants under the Plan, or (ii) without the consent of the holder thereof,
change the stock option price (except as contemplated by Paragraph 5) or alter
or impair any stock option, Stock Appreciation Right or Restricted Stock Award
which shall have been previously granted under the Plan.

         As adopted by the Board of Directors on March 9, 2000.









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