EXHIBIT 10.1(f)

                                   CCAIR, INC.
                            1998 STOCK INCENTIVE PLAN


        SECTION 1.    PURPOSE.

        The purpose of the Plan is to promote the interests of the Company and
its stockholders by aiding the Company in attracting and retaining management
personnel capable of assuring the future success of the Company, to offer such
personnel incentives to put forth maximum efforts for the success of the
Company's business and to afford such personnel an opportunity to acquire a
proprietary interest in the Company.

        SECTION 2.    DEFINITIONS.

        As used in the Plan, the following terms shall have the meanings set
forth below:

        (a) "Affiliate" shall mean (i) any entity that, directly or indirectly
through one or more intermediaries, is controlled by the Company, and (ii) any
entity in which the Company has a significant equity interest, in each case as
determined by the Committee.

        (b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent or Other
Stock-Based Award granted under the Plan.

        (c) "Award Agreement" shall mean any written agreement, contract or
other instrument or document evidencing any Award granted under the Plan.

        (d) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any regulations promulgated thereunder.

        (e) "Committee" shall mean a committee of the Board of Directors of the
Company designated by such Board to administer the Plan, which shall consist of
members appointed from time to time by the Board of Directors.

        (f) "Company" shall mean CCAIR, Inc., a Delaware corporation, and any
successor corporation.

        (g) "Dividend Equivalent" shall mean any right granted under Section
6(e) of the Plan.

        (h) "Effective Date" shall mean the date on which the stockholders of
the Company shall approve the Plan.

        (i) "Eligible Person" shall mean any employee or officer of the Company
or any Affiliate who the Committee determines to be an Eligible Person. A
director of the Company who is not also an employee of the Company or an
Affiliate shall be an Eligible Person. In addition, "Eligible Person" shall
include any other individual defined as an employee under paragraph (1)(a)


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                                                                 EXHIBIT 10.1(f)

of General Instruction A to Form S-8, promulgated under the Securities Act of
1933, as amended, by the Securities and Exchange Commission as amended from time
to time, or any successor provision.

        (j) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee. If at the time the determination
of fair market value is made, the Shares are traded on a national securities
exchange for which sales prices are regularly reported, the fair market value of
a share shall be the mean of the high and low bid prices or the closing sales
price reported for the Shares on that exchange on the day that the determination
of fair market value is made or, if such day is not a trading date, then on the
most recent preceding trading day (or the most recent trading day preceding the
day). For these purposes, the term "national securities exchange" shall include
the NASDAQ Stock Market.

        (k) "Incentive Stock Option" shall mean an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code or any successor provision.

        (l) "Non-Qualified Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

        (m) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.

        (n) "Other Stock-Based Award" shall mean any right granted under Section
6(f) of the Plan.

        (o) "Participant" shall mean an Eligible Person designated to be granted
an Award under the Plan.

        (p) "Performance Award" shall mean any right granted under Section 6(d)
of the Plan.

        (q) "Person" shall mean any individual, corporation, partnership,
association or trust.

        (r) "Plan" shall mean this 1998 Stock Incentive Plan, as amended from
time to time.

        (s) "Restricted Stock" shall mean any Share granted under Section 6(c)
of the Plan.

        (t) "Restricted Stock Unit" shall mean any unit granted under Section
6(c) of the Plan evidencing the right to receive a Share (or a cash payment
equal to the Fair Market Value of a Share) at some future date.

        (u) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
any successor rule or regulation.

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                                                                 EXHIBIT 10.1(f)

        (v) "Shares" shall mean shares of Common Stock, par value $0.01 per
share, of the Company or such other securities or property as may become subject
to Awards pursuant to an adjustment made under Section 4(c) of the Plan.

        (w) "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.

        SECTION 3.    ADMINISTRATION.

        (a) Power and Authority of the Committee. The Plan shall be administered
by the Committee. Subject to the express provisions of the Plan and to
applicable law, the Committee shall have full power and authority to: (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to each Participant under the Plan; (iii) determine the number of Shares to be
covered by (or with respect to which payments, rights or other matters are to be
calculated in connection with) each Award; (iv) determine the terms and
conditions of any Award or Award Agreement; (v) amend the terms and conditions
of any Award or Award Agreement and accelerate the exercisability of Options or
the lapse of restrictions relating to Restricted Stock, Restricted Stock Units
or other Awards; (vi) determine whether, to what extent and under what
circumstances Awards may be exercised in cash, Shares, other securities, other
Awards or other property, or canceled, forfeited or suspended; (vii) determine
whether, to what extent and under what circumstances, cash, Shares, other
securities, other Awards, other property and other amounts payable with respect
to an Award under the Plan shall be deferred either automatically or at the
election of the holder thereof or the Committee; (viii) interpret and administer
the Plan and any instrument or agreement relating to, or Award made under, the
Plan; (ix) establish, amend, suspend or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; and (x) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon any
Participant, any holder or beneficiary of any Award and any employee of the
Company or any Affiliate. In exercising its authority pursuant to the Plan, the
Committee shall adhere to all provisions of the Code as are applicable to the
grant, issuance and exercise of any Award.

        (b) Delegation. The Committee may delegate its powers and duties under
the Plan to one or more officers of the Company or any Affiliate or a committee
of such officers, subject to such terms, conditions and limitations as the
Committee may establish in its sole discretion; provided, however, that the
Committee shall not delegate its powers and duties under the Plan with regard to
officers or directors of the Company or any Affiliate who are subject to Section
16 of the Securities Exchange Act of 1934, as amended.

        SECTION 4.    SHARES AVAILABLE FOR AWARDS.

        (a) Shares Available. Subject to adjustment as provided in Section 4(c),
the number of Shares available for granting Awards under the Plan shall be
1,800,000. Shares to be issued under


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                                                                 EXHIBIT 10.1(f)

the Plan may be either Shares reacquired and held in the treasury or authorized
but unissued Shares. If any Shares covered by an Award or to which an Award
relates are not purchased or are forfeited, or if an Award otherwise terminates
without delivery of any Shares, then the number of Shares counted against the
aggregate number of Shares available under the Plan with respect to such Award,
to the extent of any such forfeiture or termination, shall again be available
for granting awards under the Plan. The Company shall at all times keep
available the number of Shares to satisfy Awards granted under the Plan.

        (b) Accounting for Awards. For purposes of this Section 4, if an Award
entitles the holder thereof to receive or purchase Shares, the number of Shares
covered by such Award or to which such Award relates shall be counted on the
date of grant of such Award against the aggregate number of Shares available for
granting Awards under the Plan.

        (c) Adjustments. In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company
or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of Shares (or
other securities or other property) which thereafter may be made the subject of
Awards, (ii) the number and type of Shares (or other securities or other
property) subject to outstanding Awards and (iii) the purchase or exercise price
with respect to any Award; provided, however, that the number of Shares covered
by any Award or to which such Award relates shall always be a whole number.

        SECTION 5.    ELIGIBILITY.

        (a) Designation of Participants. Any Eligible Person, including any
Eligible Person who is an officer or director of the Company or any Affiliate,
shall be eligible to be designated a Participant. In determining which Eligible
Persons shall receive an Award and the terms of any Award, the Committee may
take into account the nature of the services rendered by the respective Eligible
Persons, their present and potential contributions to the success of the Company
or such other factors as the Committee, in its discretion, shall deem relevant.
Notwithstanding the foregoing, an Incentive Stock Option may only be granted to
full or part-time employees (which term as used herein includes, without
limitation, officers and directors who are also employees) and an Incentive
Stock Option shall not be granted to an employee of an Affiliate unless such
Affiliate is also a "subsidiary corporation" of the Company within the meaning
of Section 424(f) of the Code or any successor provision.

        (b) Award Limitations Under the Plan. No Eligible Person, who is an
employee of the Company at the time of grant, may be granted any Award or
Awards, the value of which Awards are based solely on an increase in the value
of the Shares after the date of grant of such Awards, for more than 200,000
Shares, in the aggregate, in any one calendar year, beginning with the period
commencing on the Effective Date and ending on December 31, 2008. The foregoing
annual


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                                                                 EXHIBIT 10.1(f)

limitation specifically includes the grant of any Awards representing "qualified
performance-based compensation" within the meaning of Section 162(m) of the
Code.

        SECTION 6.    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:

        (i) Exercise Price. The purchase price per Share purchasable under an
Option shall be determined by the Committee; provided, however, that such
purchase price shall not be less than 100% of the Fair 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.

        (iii) Time and Method of exercise. The Committee shall determine the
time or times at which an Option may be exercised in whole or in part and the
method or methods by which, and the form or forms (including, without
limitation, cash, Shares, promissory notes, other securities, other Awards or
other property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price) in which, payment of the
exercise price with respect thereto may be made or deemed to have been made.

        (iv) Incentive and Non-qualified Stock Options. Each Option granted
pursuant to the Plan shall specify whether it is an Incentive Stock Option or a
Non-qualified Stock Option, provided that the Committee may, in the case of the
grant of an Incentive Stock Option, give the Participant the right to receive in
its place a Non-qualified Stock Option with identical provisions.

        (b) Stock Appreciation Rights. The Committee is hereby authorized to
grant Stock Appreciation Rights to Participants subject to the terms of the Plan
and any applicable Award Agreement. A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon exercise thereof
the excess of (i) the Fair Market Value of one Share on the date of exercise
(or, if the Committee shall so determine, at any time during a specified period
before or after the date of exercise) over (ii) the grant price of the Stock
Appreciation Right as specified by the Committee, which price shall not be less
than 100% of the Fair Market Value of one Share on the date of grant of the
Stock Appreciation Right. Subject to the terms of the Plan and any applicable
Award Agreement, the grant price, term, methods of exercise, dates of exercise,
methods of settlement and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate.

        (c) Restricted Stock and Restricted Stock Units. The Committee is hereby
authorized to grant Awards of Restricted Stock and Restricted Stock Units 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 and Restricted Stock Units
        shall be


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                                                                 EXHIBIT 10.1(f)

        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.

        (ii) Stock Certificates. Any Restricted Stock granted under the Plan
        shall be evidenced by the 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 an appropriate legend referring
        to the terms, conditions and restrictions applicable to such Restricted
        Stock. In the case of Restricted Stock Units, no Shares shall be issued
        at the time such Awards are granted.

        (iii) Forfeiture; Delivery of Shares. Except as otherwise determined by
        the Committee, upon termination of employment (as determined under
        criteria established by the Committee) during the applicable restriction
        period, all Shares of Restricted Stock and all Restricted Stock Units at
        such time subject to restriction shall be forfeited and reacquired by
        the Company; provided, however, that the Committee may, when it finds
        that a waiver would be in the best interest of the Company, waive, in
        whole or in part, any or all remaining restrictions with respect to
        Shares of Restricted Stock or Restricted Stock Units. Any Share
        representing Restricted Stock that is no longer subject to restrictions
        shall be delivered to the holder thereof promptly after the applicable
        restrictions lapse or are waived. Upon the lapse or waiver of
        restrictions and the restricted period relating to Restricted Stock
        Units evidencing the right to receive Shares, such Shares shall be
        issued and delivered to the holders of the Restricted Stock Units.

        (d) Performance Awards. The Committee is hereby authorized to grant
Performance Awards to Participants subject to the terms of the Plan and any
applicable Award Agreement. 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 and
any applicable Award Agreement, the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award granted, the amount of any payment or transfer to be made
pursuant to any Performance Award and any other terms and conditions of any
Performance Award shall be determined by the Committee.

        (e) Dividend Equivalents. The Committee is hereby authorized to grant to
Participants Dividend Equivalents under which such Participants shall be
entitled to receive payments (in cash, Shares, other securities, other Awards or
other property as determined in the discretion of the Committee) equivalent to
the amount of cash dividends paid by the Company to holders of Shares with
respect to a number of Shares determined by the Committee. Subject to the terms
of the Plan and any applicable Award Agreement, such Dividend Equivalents may
have such terms and


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                                                                 EXHIBIT 10.1(f)

conditions as the Committee shall determine.

        (f) Other Stock-Based Awards. The Committee is hereby authorized to
grant to Participants such other Awards that are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or related to,
Shares (including, without limitation, securities convertible into Shares), as
are deemed by the Committee to be consistent with the purpose of the Plan;
provided, however, that such grants must comply with Rule 16b-3 and applicable
law. Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms (including without limitation,
cash, Shares, promissory notes, other securities, other Awards or other property
or any combination thereof), as the Committee shall determine, the value of
which consideration, as established by the Committee, shall not be less than
100% of the Fair Market Value of such Shares or other securities as of the date
such purchase right is granted.

        (g)    General.

        (i) No Cash Consideration for Awards. Awards shall be granted for no
        cash consideration or for such minimal cash consideration as may be
        required by applicable law.

        (ii) Awards May Be Granted Separately or Together. Awards may, in the
        discretion of the Committee, be granted either alone or in addition to,
        in tandem with or in substitution for, any other Award or any award
        granted under any plan of the Company or any Affiliate other than the
        Plan. Awards granted in addition to or in tandem with other Awards or in
        addition to or in tandem with awards granted under any such other plan
        of the Company or any Affiliate may be granted either at the same time
        as or at a different time from the grant of such other Awards or awards.

        (iii) Forms of Payment under Awards. Subject to the terms of the Plan
        and of any applicable Award Agreement, payments or transfers to be made
        by the Company or an Affiliate upon the grant, exercise or payment of an
        Award may be made in such form or forms as the Committee shall determine
        (including, without limitation, cash, Shares, promissory notes, other
        securities, other Awards or other property or any combination thereof),
        and may be made in a single payment or transfer, in installments or on a
        deferred basis, in each case in accordance with rules and procedures
        established by the Committee. Such rules and procedures may include,
        without limitation, provisions for the payment or crediting of
        reasonable interest on installment or deferred payments or the grant or
        crediting of Dividend Equivalents with respect to installment or
        deferred payments.

        (iv) Limits on Transfer Awards. No Award and no right under any such
        Award shall be transferable by a Participant otherwise than by will or
        by the laws of descent and distribution; provided however that, if so
        determined by the Committee,


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                                                                 EXHIBIT 10.1(f)

        a Participant may, in the manner established by the Committee, designate
        a beneficiary or beneficiaries to exercise the rights of the Participant
        and receive any property distributable with respect to any Award upon
        the death of the Participant. Each Award or right under any Award shall
        be exercisable during the Participant's lifetime only by the Participant
        or, if permissible under applicable law, by the Participant's guardian
        or legal representative. No Award or right under any such Award may be
        pledged, alienated, attached or otherwise encumbered, and any purported
        pledge, alienation, attachment or encumbrance thereof shall be void and
        unenforceable against the Company or any Affiliate.

        (v) Term of Awards. The term of each Award shall be for such period as
        may be determined by the Committee.

        (vi) Restrictions; Securities Exchange Listing. All certificates for
        Shares or other securities delivered under the Plan pursuant to any
        Award or the exercise thereof shall be subject to such stop transfer
        orders and other restrictions as the Committee may deem advisable under
        the Plan or the rules, regulations and other requirements of the
        Securities and Exchange Commission and any applicable federal or state
        securities laws, and the Committee may cause a legend or legends to be
        placed on any such certificates to make appropriate reference to such
        restrictions. If the Shares or other securities are traded on a
        securities exchange, the Company shall not be required to deliver any
        Shares or other securities covered by an Award unless and until such
        Shares or other securities have been admitted for trading on such
        securities exchange.

        (h) Formula Grant. Each director shall receive an Option to purchase
20,000 shares of the Company's Common Stock on the date of the Annual Meeting of
Shareholders. If a director is first elected to the Board of Directors on a date
other than the Annual Meeting of Shareholders, then the number of options
granted shall be adjusted to reflect the period of service until the next Annual
Meeting of Shareholders. Each Option granted under this Section 6(h) shall be a
Non-Qualified Stock Option, shall have a term of ten (10) years regardless of
whether the Outside Director continues to serve on the Board of Director and
shall be exercisable not less than six (6) months after the date of grant. The
grants of Options hereunder shall be automatic and nondiscretionary. The
provisions set forth in this Section 6(h) shall not be amended more than once
every six (6) months, other than to comport with changes to the Code.

        SECTION 7.    AMENDMENT AND TERMINATION; ADJUSTMENTS.

        Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

        (a) Amendments to the Plan. The Board of Directors of the Company may
amend, alter, suspend, discontinue or terminate the Plan; provided however,
that, notwithstanding any other provision of the Plan or any Award Agreement,
without the approval of the stockholders of the Company, no such amendment,
alteration, suspension, discontinuation or termination shall be made that,
absent such approval:

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                                                                 EXHIBIT 10.1(f)

        (i) would cause Rule 16b-3 to become unavailable with respect to the
        Plan;

        (ii) would violate the rules or regulations of the NASDAQ Stock Market,
        any other securities exchange or the National Association of Securities
        Dealers, Inc., that are applicable to the Company; or

        (iii) would cause the Company to be unable, under the Code, to grant
        Incentive Stock Options under the Plan.

        (b) Amendments to Awards. The Committee may waive any conditions of or
rights of the Company under any outstanding Award, prospectively or
retroactively. The Committee may not amend, alter, suspend, discontinue or
terminate any outstanding Award, prospectively or retroactively, without the
consent of the Participant or holder or beneficiary thereof, except as otherwise
herein provided.

        (c) Correction of Defects, Omissions and Inconsistencies. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
carry the Plan into effect.

        SECTION 8.    INCOME TAX WITHHOLDING; TAX BONUSES.

        (a) Withholding. In order to comply with all applicable foreign, federal
or state income tax laws or regulations, the Company may take such action as it
deems appropriate to ensure that all applicable federal or state payroll,
withholding, income or other taxes, which are the sole and absolute
responsibility of a Participant, are withheld or collected from such
Participant. In order to assist a Participant in paying all or a portion of the
federal and state taxes to be withheld or collected upon exercise or receipt of
(or the lapse of restrictions relating to) an Award, the Committee, in its
discretion and subject to such additional terms and conditions as it may adopt,
may permit the Participant to satisfy such tax obligation by (i) electing to
have the Company withhold a portion of the Shares otherwise to be delivered upon
exercise or receipt of (or the lapse of restrictions relating to) such Award
with a Fair Market Value equal to the amount of such taxes or (ii) delivering to
the Company Shares, other than Shares issuable upon exercise or receipt of (or
the lapse of restrictions relating to) such Award, with a Fair Market Value
equal to the amount of such taxes. The election, if any, must be made on or
before the date that the amount of tax to be withheld is determined.

        (b) Tax Bonuses. The Committee, in its discretion, shall have the
authority, at the time of grant of any Award under this Plan or at any time
thereafter, to approve cash bonuses to designated Participants to be paid upon
their exercise or receipt of (or the lapse of restrictions relating to) Awards
in order to provide funds to pay all or a portion of federal and state taxes due
as a result of such exercise or receipt (or the lapse of such restrictions). The
Committee shall have full authority in its discretion to determine the amount of
any such tax bonus.

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                                                                 EXHIBIT 10.1(f)

        SECTION 9.    GENERAL PROVISIONS.

        (a) No Rights to Awards. No Eligible Person, Participant or other Person
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to any Participant or with respect to
different Participants.

        (b) Award Agreements. No Participant will have rights under an Award
granted to such Participant unless and until an Award Agreement shall have been
duly executed by the participant and the Company.

        (c) No Limit on Other Compensation Arrangements. Nothing contained in
the Plan shall prevent the Company or any Affiliate from adopting or continuing
in effect other or additional compensation arrangements, and such arrangements
may be either generally applicable or applicable only in specific cases.

        (d) No Right to Employment. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any Affiliate, nor will it affect in any way the right of the Company or an
Affiliate to terminate such employment at any time, with or without cause. In
addition, the Company or an Affiliate may at any time dismiss a Participant from
employment free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Award Agreement.

        (e) Governing Law. The validity, construction and effect of the Plan or
any Award, and any rules and regulations relating to the Plan or any Award,
shall be determined in accordance with the laws of the State of North Carolina.

        (f) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Award, such provision shall be stricken as to such jurisdiction
or Award, and the remainder of the Plan or any such Award shall remain in full
force and effect.

        (g) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

        (h) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash shall be paid in lieu of any


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                                                                 EXHIBIT 10.1(f)

fractional Shares or whether such fractional Shares or any rights thereto shall
be canceled, terminated or otherwise eliminated.

        (i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

        SECTION 10.   EFFECTIVE DATE OF THE PLAN.

        The Plan shall be effective as of the Effective Date.

        SECTION 11.   TERM OF THE PLAN.

        Unless the Plan shall have been discontinued or terminated as provided
in Section 7(a), the Plan shall terminate on the tenth anniversary of the
Effective Date. No Award shall be granted after the termination of the Plan.
However, unless otherwise expressly provided in the Plan or in an applicable
Award Agreement, any Award theretofore granted may extend beyond the termination
of the Plan, and the authority of the Committee provided for hereunder with
respect to the Plan and any Awards, and the authority of the Board of Directors
of the Company to amend the Plan, shall extend beyond the termination of the
Plan.
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