EXHIBIT 4.3

                            AMENDED WORLDWATER CORP.
                        1999 INCENTIVE STOCK OPTION PLAN

                                    ARTICLE I
                      Establishment, Purpose, and Duration

      1.1 Establishment of the Plan. WorldWater Corp., a Delaware corporation
(the "Company"), hereby establishes an incentive compensation plan for the
Company and its subsidiaries to be known as the "1999 Incentive Stock Plan", as
set forth in this document. Unless otherwise defined herein, all capitalized
terms shall have the meanings set forth in Section 2.1 herein. The Plan permits
the grant of Incentive Stock Options, Non-qualified Stock Options and Restricted
Stock.

      The Plan was adopted by the Board of Directors of the Company on April 30,
1999, and became effective on June 17, 1999 (the "Effective Date"), upon the
approval by vote of shareholders of the Company in accordance with applicable
laws. The Plan was amended, effective June 14, 2001, upon the approval by vote
of shareholders of the Company.

      1.2 Purpose of the Plan. The purpose of the Plan is to promote the success
of the Company and its subsidiaries by providing incentives to Key Employees,
directors of the Company and consultants to the Company and that will promote
the identification of their personal interest with the long-term financial
success of the Company and with growth in shareholder value. The Plan is
designed to provide flexibility to the Company including its subsidiaries, in
its ability to motivate, attract, and retain the services of Key Employees upon
whose judgment, interest, and special effort the successful conduct of its
operation is largely dependent.

      1.3 Duration of the Plan. The Plan shall commence on the Effective Date,
as described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article XI herein, until June 16, 2009, at which time it shall terminate except
with respect to Awards made prior to, and outstanding on, that date which shall
remain valid in accordance with their terms.

                                   ARTICLE II
                                   Definitions

      2.1 Definitions. Except as otherwise defined in the Plan, the following
terms shall have the meanings set forth below:

            a. "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").

            b. "Agreement" means a written agreement implementing the grant of
each Award signed by an authorized officer of the Company and by the
Participant.

            c. "Award" means, individually or collectively, a grant under this
Plan of Incentive Stock Options, Non-qualified Stock Options and Restricted
Stock.

            d. "Award Date" or "Grant Date" means the date on which an Award is
made by the Committee under this Plan.

            e. "Beneficial Owner" shall have the meaning ascribed to such term
in Rule 13d-3 under the Exchange Act.


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            f. "Board" or "Board of Directors" means the Board of Directors of
the Company, unless otherwise indicated.

            g. "Change in Control" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:


                  (i) any Person (other than the Company, any Subsidiary, a
trustee or other fiduciary holding securities under any employee benefit plan of
the Company, or its Subsidiaries), who or which, together with all Affiliates
and Associates of such Person, is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities; or (ii) if,
at any time after the Effective Date, the composition of the Board of Directors
of the Company shall change such that a majority of the Board of the Company
shall no longer consist of Continuing Directors; or (iii) if at any time, (1)
the Company shall consolidate with, or merge with, any other Person and the
Company shall not be the continuing or surviving corporation, (2) any Person
shall consolidate with or merge with the Company, and the Company shall be the
continuing or surviving corporation and, in connection therewith, all or part of
the outstanding Stock shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other property, (3) the Company
shall be a party to a statutory share exchange with any other Person after which
the Company is a subsidiary of any other Person, or (4) the Company shall sell
or otherwise transfer 50% or more of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to any Person or Persons.

            h. "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

            i. "Committee" means the Board of Directors of the Company or
committee established by the Board to administer the Plan pursuant to Article
III herein, all of the members of which shall be "non-employee directors" as
defined in Rule 16b-3, as amended, under the Exchange Act or any similar or
successor rule. There shall be no fewer than three, nor more than 5, members on
the Committee. Unless otherwise determined by the Board of Directors of the
Company, the wholly-owned subsidiary of the Company, shall constitute the
Committee.

            j. "Company" means WorldWater Corp., or any successor thereto as
provided in Article XIII herein.

            k. "Continuing Director" means an individual who was a member of the
Board of Directors of the Company on the Effective Date or whose subsequent
nomination for election or re-election to the Board of Directors of the Company
was recommended or approved by the affirmative vote of two-thirds of the
Continuing Directors then in office.

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

            m. "Fair Market Value" of a Share means the fair market value as
determined pursuant to a reasonable method adopted by the Committee in good
faith for such purpose.

            n. "Incentive Stock Option" or "ISO" means an option to purchase
Stock, granted under Article VI herein, which is designated as an incentive
stock option and is intended to meet the requirements of Section 422A of the
Code.

            o. "Key Employee" means an officer or other key employee of the
Company or its Subsidiaries, who, in the opinion of the Committee, can
contribute significantly to the growth and profitability of, or perform services
of major importance to, the Company and its Subsidiaries.

            p. "Non-qualified Stock Option" or "NQSO" means an option to
purchase Stock, granted under Article VI herein, which is not intended to be an
Incentive Stock Option.

            q. "Option" means an Incentive Stock Option or a Non-qualified Stock
Option.


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            r. "Participant" means a Key Employee who is granted an Award under
the Plan.

            s. "Period of Restriction" means the period during which the
transfer of Shares of Restricted Stock is restricted, pursuant to Article VIII
herein.

            t. "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d).

            u. "Plan" means the Amended WorldWater Corp. 1999 Incentive Stock
Plan, as described and as hereafter from time to time amended.

            v. "Related Option" means an Option with respect to which a Stock
Appreciation Right has been granted.

            w. "Restricted Stock" means an Award of Stock granted to a
Participant pursuant to Article VII herein.

            x. "Stock" or "Shares" means the common stock of the Company.

            y. "Subsidiary" shall mean a corporation at least 50% of the total
combined voting power of all classes of stock of which is owned by the Company,
either directly or through one or more of its Subsidiaries.

                                   ARTICLE III
                                 Administration

      3.1 The Committee. Except as otherwise reserved for consideration and
approval by the Board of Directors, the Plan shall be administered by the
Committee which shall have all powers necessary or desirable for such
administration.

            (a) Subject to the provisions of the Plan, the Committee shall have
the following plenary powers: (i) to establish, amend or waive rules or
regulations for the Plan's administration; (ii) except in those instances in
which a dispute arises, to construe and interpret the Agreements and the Plan;
and (iii) to make all other determinations and take all other actions necessary
or advisable for the administration of the Plan.

            (b) (1) Subject to the provisions of the Plan, the Committee shall
have the following qualified powers that shall be subject to approval, amendment
and modification by the Board of Directors: (i) to determine the terms and
conditions upon which the Awards may be made and exercised; (ii) to determine
all terms and provisions of each Agreement, which need not be identical; (iii)
to construe and interpret the Agreements and the Plan in the event of a dispute
between the Participant and the Committee; and (iv) to accelerate the
exercisability of any Award or the termination of any Period of Restriction.

                  (2) In approving the Committee's determinations or other
recommendations under (b)(1), the Board of Directors may make such amendments,
modifications or qualifications as it deems in the best interest of the Company,
and the Board shall provide specific instructions to the Committee for
implementation of the same.

                  (3) In its sole discretion, the Board of Directors may waive
by resolution one or more of its approval rights under (b)(1) and authorize the
Committee to proceed without seeking further approvals either on a case by case
basis or permanently until further notice from the Board. Such waiver shall be
communicated in writing to the Committee which shall maintain a permanent record
of such waiver(s).

            (c) The express grant in this Plan of any specific power to the
Committee shall not be construed as limiting any power or authority of the
Committee, except as otherwise stated in paragraph 3.1(b).


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      3.2 Selection of Participants. The Committee shall have the authority to
grant Awards under the Plan, from time to time, to such Key Employees, directors
and consultants as may be selected by it. Each Award shall be evidenced by an
Agreement.

      3.3 Decisions Binding. All determinations and decisions made by the Board
or the Committee pursuant to the provisions of the Plan shall be final,
conclusive and binding.

      3.4 Rule 16b-3 Requirements. Notwithstanding any other provision of the
Plan, the Board or the Committee may impose such conditions on any Award, and
amend the Plan in any such respects, as may be required to satisfy the
requirements of Rule 16b-3, as amended (or any successor or similar rule), under
the Exchange Act.

      3.5 Indemnification of Committee. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against
reasonable expenses, including attorneys' fees, actually and reasonably incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Award granted or made hereunder, and against all amounts reasonably
paid by them in settlement thereof or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, if such members acted in good faith and
in a manner which they believed to be in, and not opposed to, the best interests
of the Company and its Subsidiaries.

      3.6 Certain Determinations. In connection with the Committee's good faith
determination of "Fair Market Value" as required herein, the Committee may, as
guidance, take into consideration the book value of the Common Stock of the
Company, the relationship between the traded price and book value of shares for
financial institutions of similar size and similar operating results to the
Company and its subsidiary bank, any reasonably recent trades of the Common
Stock of the Company brought to the attention of the Committee and such
additional relevant information as the Committee in its judgment deems
necessary. In its sole discretion, the Committee may, but is not obligated to,
consult with and/or engage an investment banker or other appropriate advisor to
advise the Committee in connection with its good faith determination of "Fair
Market Value" herein.

                                   ARTICLE IV
                            Stock Subject to the Plan

      4.1 Number of Shares. Subject to adjustment as provided in Section 4.3
herein, the maximum aggregate number of Shares that may be issued pursuant to
Awards made under the Plan shall not exceed 7,000,000. No more than one-third of
the aggregate number of such Shares shall be issued in connection with
Restricted Stock Awards. Except as provided in Sections 4.2 herein, the issuance
of Shares in connection with the exercise of, or as other payment for Awards,
under the Plan shall reduce the number of Shares available for future Awards
under the Plan.

      4.2 Lapsed Awards or Forfeited Shares. If any Award granted under this
Plan (for which no material benefits of ownership have been received, including
dividends) terminates, expires, or lapses for any reason other than by virtue of
exercise of the Award, or if Shares issued pursuant to Awards (for which no
material benefits of ownership have been received, including dividends) are
forfeited, any Stock subject to such Award again shall be available for the
grant of an Award under the Plan.

      4.3 Capital Adjustments. The number and class of Shares subject to each
outstanding Award, the Option Price and the aggregate number and class of Shares
for which Awards thereafter may be made shall be subject to such adjustment, if
any, as the Committee in its sole discretion deems appropriate to reflect such
events as stock dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by the Company.


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                                    ARTICLE V
                                   Eligibility

      Persons eligible to participate in the Plan include all employees of the
Company and its Subsidiaries who, in the opinion of the Committee, are Key
Employees, and directors and consultants.

                                   ARTICLE VI
                                  Stock Options

      6.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to Key Employees, directors and consultants at any time
and from time to time as shall be determined by the Committee. The Committee
shall have complete discretion in determining the number of Shares subject to
Options granted to each Participant, provided, however, that the aggregate Fair
Market Value (determined at the time the Award is made) of Shares with respect
to which any Participant may first exercise ISOs granted under the Plan during
any calendar year may not exceed $100,000 or such amount as shall be specified
in Section 422A of the Code and rules and regulation thereunder.

      6.2 Option Agreement. Each Option grant shall be evidenced by an Agreement
that shall specify the type of Option granted, the Option Price (as hereinafter
defined), the duration of the Option, the number of Shares to which the Option
pertains, any conditions imposed upon the exercisability of Options in the event
of retirement, death, disability or other termination of employment, and such
other provisions as the Committee shall determine. The Agreement shall specify
whether the Option is intended to be an Incentive Stock Option within the
meaning of Section 422A of the Code, or Nonqualified Stock Option not intended
to be within the provisions of Section 422A of the Code.

      6.3 Option Price. The exercise price per share of Stock covered by an
Option ("Option Price") shall be determined by the Committee subject to the
following limitations. The Option Price shall not be less than 100% of the Fair
Market Value of such Stock on the Grant Date. An ISO granted to an employee who,
at the time of grant, owns (within the meaning of Section 425(d) of the Code)
Stock possessing more than 10% of the total combined voting power of all classes
of Stock of the Company, shall have an Option Price which is at least equal to
110% of the Fair Market Value of the Stock.

      6.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time of grant provided, however, that no ISO
shall be exercisable later than the tenth (10th) anniversary date of its Award
Date.

      6.5 Exercisability. Options granted under the Plan shall be exercisable at
such times and be subject to such restrictions and conditions as the Committee
shall determine, which need not be the same for all Participants. No Option,
however, shall be exercisable until the expiration of at least six months after
the Award Date, except that such limitation shall not apply in the case of death
or disability of the Participant.

      6.6 Method of Exercise. Options shall be exercised by the delivery of a
written notice to the Company in the form prescribed by the Committee setting
forth the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares. The Option Price shall be payable to
the Company in full either in cash, by delivery of Shares of Stock valued at
Fair Market Value at the time of exercise, delivery of a promissory note (in the
Committee's discretion) or by a combination of the foregoing. As soon as
practicable, after receipt of written notice and payment, the Company shall
deliver to the Participant, stock certificates in an appropriate amount based
upon the number of Options exercised, issued in the Participant's name. No
Participant who is awarded Options shall have rights as a shareholder until the
date of exercise of the Options.

      6.7 Restrictions on Stock Transferability. The Committee shall impose such
restrictions on any Shares acquired pursuant to the exercise of an Option under
the Plan as it may deem advisable, including, without limitation, restrictions
under the applicable Federal securities law, under the requirements of the
National Association of Securities Dealers, Inc. or any stock exchange upon
which such Shares are then listed and under any blue sky or state


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securities laws applicable to such Shares.

      6.8 Nontransferability of Options. No Option granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
Options granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative.

                                   ARTICLE VII
                                Restricted Stock

      7.1 Grant of Restricted Stock. Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine. Participants receiving Restricted Stock Awards are not required
to pay the Company therefor (except for applicable tax withholding) other than
the rendering of services.

      7.2 Restricted Stock Agreement. Each Restricted Stock grant shall be
evidenced by an Agreement that shall specify the Period of Restriction, the
number of Restricted Stock Shares granted, and such other provisions as the
Committee shall determine.

      7.3 Transferability. Except as provided in this Article VII and subject to
the limitation in the next sentence, the Shares of Restricted Stock granted
hereunder may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the termination of the applicable Period of
Restriction or upon earlier satisfaction of other conditions as specified by the
Committee in its sole discretion and set forth in the Agreement. No shares of
Restricted Stock shall be sold until the expiration of at least six months after
the Award Date, except that such limitation shall not apply in the case of death
or disability of the Participant. All rights with respect to the Restricted
Stock granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative.

      7.4 Other Restrictions. The Committee shall impose such other restrictions
on any Shares of Restricted Stock granted pursuant to the Plan as it may deem
advisable including, without limitation, restrictions under applicable Federal
or state securities laws, and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions.

      7.5 Certificate Legend. In addition to any legends placed on certificates
pursuant to Section 7.4 herein, each certificate representing shares of
Restricted Stock granted pursuant to the Plan shall bear the following legend:

      "The sale or other transfer of the Shares of Stock represented by this
      certificate, whether voluntary, involuntary, or by operation of law, is
      subject to certain restrictions on transfer set forth in the 1999
      Incentive Stock Plan of WorldWater Corp., in the rules and administrative
      procedures adopted pursuant to such Plan, and in an Agreement dated June
      16, 1999. A copy of the Plan, such rules and procedures, and such
      Restricted Stock Agreement may be obtained from the Secretary of
      WorldWater Corp."

      7.6 Removal of Restrictions. Except as otherwise provided in this Article,
Shares of Restricted Stock covered by each Restricted Stock Award made under the
Plan shall become freely transferable by the Participant after the last day of
the Period of Restriction. Once the Shares are released from the restrictions,
the Participant shall be entitled to have the legend required by Section 7.5
herein removed from his Stock certificate.

      7.7 Voting Rights. During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.

      7.8 Dividends and Other Distributions. During the Period of Restriction,
Participants holding shares of Restricted Stock granted hereunder shall be
entitled to receive all dividends and other distributions paid with respect to
those shares while they are so held. If any such dividends or distributions are
paid in Shares, the Shares shall be subject to the same restrictions on
transferability as the Shares of Restricted Stock with respect to which they
were distributed.


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      7.9 Termination of Employment Due to Retirement. Unless otherwise provided
in the Agreement, in the event that a Participant terminates his employment with
the Company or one of its Subsidiaries because of normal retirement (as defined
in the rules of the Company in effect at the time), any remaining Period of
Restriction applicable to the Restricted Stock Shares pursuant to Section 7.3
herein shall automatically terminate and, except as otherwise provided in
Section 7.4 herein the Shares of Restricted Stock shall thereby be free of
restrictions and freely transferable. Unless otherwise provided in the
Agreement, in the event that a Participant terminates his employment with the
Company because of early retirement (as defined in the rules of the Company in
effect at the time), the Committee, in its sole discretion, may waive the
restrictions remaining on any or all Shares of Restricted Stock pursuant to
Section 7.3 herein and add such new restrictions to those Shares of Restricted
Stock as it deems appropriate.

      7.10 Termination of Employment Due to Death or Disability. In the event a
Participant's employment is terminated because of death or disability during the
Period of Restriction, any remaining Period of Restriction applicable to the
Restricted Stock pursuant to Section 7.3 herein shall automatically terminate
and, except as otherwise provided in Section 7.4 herein the shares of Restricted
Stock shall thereby be free of restrictions and fully transferable.

      7.11 Termination of Employment for Other Reasons. Unless otherwise
provided in the Agreement, in the event that a Participant terminates his
employment with the Company for any reason other than for death, disability, or
retirement, as set forth in Sections 7.9 and 7.10 herein, during the Period of
Restriction, then any shares of Restricted Stock still subject to restrictions
as of the date of such termination shall automatically be forfeited and returned
to the Company.

                                  ARTICLE VIII
                                Change in Control

      In the event of a Change in Control of the Company, the Committee, as
constituted before such Change in Control, in its sole discretion may, as to any
outstanding Award, either at the time the Award is made or any time thereafter,
take any one or more of the following actions: (i) provide for the acceleration
of any time periods relating to the exercise or realization of any such Award so
that such Award may be exercised or realized in full on or before a date
initially fixed by the Committee; (ii) provide for the purchase or settlement of
any such Award by the Company, upon a Participant's request, for an amount of
cash equal to the amount which could have been obtained upon the exercise of
such Award or realization of such Participant's rights had such Award been
currently exercisable or payable; (iii) make such adjustment to any such Award
then outstanding as the Committee deems appropriate to reflect such Change in
Control; or (iv) cause any such Award then outstanding to be assumed, or new
rights substituted therefor, by the acquiring or surviving corporation in such
Change in Control.

                                   ARTICLE IX
                 Modification, Extension and Renewals of Awards

      Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Awards, or, if
authorized by the Board, accept the surrender of outstanding Awards (to the
extent not yet exercised) granted under the Plan and authorize the granting of
new Awards pursuant to the Plan in substitution therefor, and the substituted
Awards may specify a lower exercise price than the surrendered Awards, a longer
term than the surrendered Awards or may contain any other provisions that are
authorized by the Plan. The Committee may also modify the terms of any
outstanding Agreement. Notwithstanding the foregoing, however, no modification
of an Award, shall, without the consent of the Participant, adversely affect the
rights or obligations of the Participant.

                                    ARTICLE X
               Amendment, Modification and Termination of the Plan


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      10.1 Amendment, Modification and Termination. At any time and from time to
time, the Board may terminate, amend, or modify the Plan. Such amendment or
modification may be without shareholder approval except to the extent that such
approval is required by the Code, pursuant to the rules under Section 16 of the
Exchange Act, by any national securities exchange or system on which the Stock
is then listed or reported, by any regulatory body having jurisdiction with
respect thereto or under any other applicable laws, rules or regulations.

      10.2 Awards Previously Granted. No termination, amendment or modification
of the Plan other than pursuant to Section 4.3 herein shall in any manner
adversely affect any Award theretofore granted under the Plan, without the
written consent of the Participant.

                                   ARTICLE XI
                                   Withholding

      11.1 Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, State and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise, or payment made under or as a result of this Plan.

      11.2 Stock Withholding. With respect to withholding required upon the
exercise of Nonqualified Stock Options, or upon the lapse of restrictions on
Restricted Stock, or upon the occurrence of any other similar taxable event,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares of Stock having a Fair Market Value equal to the amount required to be
withheld. The value of the Shares to be withheld shall be based on Fair Market
Value of the Shares on the date that the amount of tax to be withheld is to be
determined. All elections shall be irrevocable and be made in writing, signed by
the Participant on forms approved by the Committee in advance of the day that
the transaction becomes taxable.

                                   ARTICLE XII

                                   Successors

      All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.

                                  ARTICLE XIII
                                     General

      13.1 Requirements of Law. The granting of Awards and the issuance of
Shares of Stock under this Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or self
regulatory organizations (i.e., exchanges) as may be required.

      13.2 Effect of Plan. The establishment of the Plan shall not confer upon
any Key Employee, director or consultant any legal or equitable right against
the Company, a Subsidiary or the Committee, except as expressly provided in the
Plan. The Plan does not constitute an inducement or consideration for the
employment of any Key Employee, director or consultant, nor is it a contract
between the Company or any of its Subsidiaries and any Key Employee, director or
consultant. Participation in the Plan shall not give any Key Employee any right
to be retained in the service of the Company or any of its Subsidiaries.

      13.3 Creditors. The interests of any Participant under the Plan or any
Agreement are not subject to the claims of creditors and may not, in any way, be
assigned, alienated or encumbered.

      13.4 Governing Law. The Plan, and all Agreements hereunder, shall be
governed, construed and administered in accordance with and governed by the laws
of the State of Delaware and the intention of the Company is that ISOs granted
under the Plan qualify as such under Section 422A of the Code.


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      13.5 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.


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