Exhibit 10.6

                         EAST PENN FINANCIAL CORPORATION
                            1999 STOCK INCENTIVE PLAN


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                        EAST PENN FINANCIAL CORPORATION

                            1999 STOCK INCENTIVE PLAN

     1.  Purpose.  The purpose of this Stock  Incentive  Plan (the "Plan") is to
advance the development,  growth and financial  condition of East Penn Financial
Corporation  (the  "Corporation")  and each  subsidiary  thereof,  as defined in
Section 424 of the Internal  Revenue Code of 1986, as amended (the  "Code"),  by
providing  incentives  through  participation  in the appreciation of the common
stock of the  Corporation  to secure,  retain and motivate  personnel who may be
responsible  for  the  operation  and  for  management  of  the  affairs  of the
Corporation and any subsidiary now or hereafter existing ("Subsidiary").

     2.  Term.  The Plan was  originally  adopted by East Penn  Bank's  Board of
Directors  and became  effective  on April 25,  1999,  was approved by East Penn
Bank's  shareholders on May 18, 1999, and was assumed by the Corporation on July
1, 2003 in accordance with the Plan of  Reorganization  between the Corporation,
East Penn Bank,  and East Penn Interim Bank dated  February 27, 2003 and adopted
by East Penn Bank shareholders on May 22, 2003. Unless previously  terminated by
the Corporation's Board of Directors (the "Board"), the Plan shall terminate on,
and no awards shall be granted after the tenth anniversary of the effective date
of the Plan.

     3. Stock. Shares of the Corporation's common stock (the "Stock"),  that may
be issued under the Plan shall not exceed, in the aggregate,  280,000 shares, as
may be adjusted  pursuant to Section 19 hereof.  Shares may be either authorized
and unissued shares, or authorized shares, issued by and subsequently reacquired
by  the  Corporation  as  treasury  stock.  Under  no  circumstances  shall  any
fractional shares be awarded under the Plan. Except as may be otherwise provided
in the Plan,  any Stock  subject to an Award  that,  for any  reason,  lapses or
terminates  prior to exercise,  shall again become available for grant under the
Plan.  While the Plan is in  effect,  the  Corporation  shall  reserve  and keep
available  the number of shares of Stock needed to satisfy the  requirements  of
the Plan. The Corporation shall apply for any requisite  governmental  authority
to issue shares  under the Plan.  The  Corporation's  failure to obtain any such
governmental authority,  deemed necessary by the Corporation's legal counsel for
the  lawful  issuance  and sale of Stock  under  the  Plan,  shall  relieve  the
Corporation  of any duty,  or  liability  for the  failure  to issue or sell the
Stock.

     4.  Administration.  The  ability to control and manage the  operation  and
administration of the Plan shall be vested in the Board or in a committee of two
or more  members of the Board,  selected  by the Board  (the  "Committee").  The
Committee  shall have the  authority  and  discretion  to interpret the Plan, to
establish,  amend and rescind any rules and regulations relating to the Plan, to
determine the terms and provisions of any agreements  made pursuant to the Plan,
and to make any and all  determinations  that may be necessary or advisable  for
the  administration of the Plan. Any interpretation of the Plan by the Committee
and any decision made by the Committee under the Plan is final and binding.

     The Committee shall be responsible and shall have full,  absolute and final
power of  authority to determine  what,  to whom,  when and under what facts and
circumstances Awards shall be made, and the form, number, terms,  conditions and


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duration thereof,  including but not limited to when exercisable,  the number of
shares of Stock  subject  thereto,  and the stock option  exercise  prices.  The
Committee shall make all other  determinations  and decisions,  take all actions
and do all things necessary or appropriate in and for the  administration of the
Plan.  No  member of the  Committee  or of the  Board  shall be  liable  for any
decision,  determination  or action  made or taken in good faith by such  person
under or with respect to the Plan or its administration.

     5. Awards. Awards may be made under the Plan in the form of: (a) "Qualified
Options"  to  purchase  Stock,  which are  intended  to qualify  for certain tax
treatment as incentive stock options under Sections 421 and 422 of the Code, (b)
"Non-Qualified  Options" to purchase  Stock,  which are not  intended to qualify
under  Sections  421  through  424 of the Code,  (c) Stock  Appreciation  Rights
("SARs"),  or (d) "Restricted  Stock".  More than one Award may be granted to an
eligible  person,  and the grant of any Award  shall not  prohibit  the grant of
another Award, either to the same person or otherwise,  or impose any obligation
to exercise on the participant.  All Awards and the terms and conditions thereof
shall be set forth in written  agreements,  in such form and content as approved
by the Committee  from time to time,  and shall be subject to the  provisions of
the Plan whether or not  contained  in such  agreements.  Multiple  Awards for a
particular  person may be set forth in a single written agreement or in multiple
agreements,  as determined by the Committee, but in all cases each agreement for
one or more Awards shall  identify each of the Awards  thereby  represented as a
Qualified  Option,  a  Non-Qualified  Option,  a  Stock  Appreciation  Right  or
Restricted Stock, as the case may be.

     6.  Eligibility.  Persons  eligible  to receive  Awards  shall be those key
officers  and  other  employees  of the  Corporation  and  each  Subsidiary,  as
determined by the  Committee.  A person's  eligibility to receive an Award shall
not confer  upon him or her any right to receive an Award.  Except as  otherwise
provided, a person's eligibility to receive, or actual receipt of an Award under
the Plan shall not limit or affect his or her benefits  under or  eligibility to
participate in any other incentive or benefit plan or program of the Corporation
or of its affiliates.

     7. Qualified  Options.  In addition to other  applicable  provisions of the
Plan, all Qualified Options and Awards thereof shall be under and subject to the
following terms and conditions:

     (a)  The  maximum  number of shares of Stock  that may be issued by options
          intended to be Qualified Options shall be 280,000 shares;

     (b)  No  Qualified  Option  shall be awarded more than ten (10) years after
          April 25, 1999;

     (c)  The time period during which any Qualified  Option is exercisable,  as
          determined by the Committee,  shall not commence before the expiration
          of six (6) months or continue  beyond the expiration of ten (10) years
          after the date the Qualified Option is awarded;

     (d)  If a  participant,  who was awarded a Qualified  Option,  ceases to be
          employed by the  Corporation  or any  Subsidiary  for any reason other
          than his or her  death,  the  Committee  may  permit  the  participant
          thereafter  to exercise  the option  during its  remaining  term for a


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          period of not more than three (3) months after cessation of employment
          to  the  extent  that  the  Qualified  Option  was  then  and  remains
          exercisable,   unless  such  employment   cessation  was  due  to  the
          participant's  disability, as defined in Section 22(e)(3) of the Code,
          in which case the three (3) month  period shall be twelve (12) months;
          if  the  participant  dies  while  employed  by the  Corporation  or a
          Subsidiary,  the  Committee  may  permit the  participant's  qualified
          personal  representatives,  or any persons  who acquire the  Qualified
          Option   pursuant   to  his  or  her  Will  or  laws  of  descent  and
          distribution,  to exercise the  Qualified  Option during its remaining
          term for a period  of not more  than  twelve  (12)  months  after  the
          participant's  death to the extent that the Qualified  Option was then
          and remains exercisable; the Committee may impose terms and conditions
          upon and for the exercise of a Qualified Option after the cessation of
          the participant's employment or his or her death;

     (e)  The purchase price of Stock subject to any Qualified  Option shall not
          be less than the Stock's fair market  value at the time the  Qualified
          Option is awarded  and shall not be less than the  Stock's  par value;
          and

     (f)  Qualified  Options  may not be sold,  transferred  or  assigned by the
          participant except by Will or the laws of descent and distribution.

     8. Non-Qualified Options. In addition to other applicable provisions of the
Plan, all Non-Qualified Options and Awards thereof shall be under and subject to
the following terms and conditions:

     (a)  The time period during which any  Non-Qualified  Option is exercisable
          shall not commence before the expiration of six (6) months or continue
          beyond  the   expiration   of  ten  (10)  years  after  the  date  the
          Non-Qualified Option is awarded;

     (b)  If a participant, who was awarded a Non-Qualified Option, ceases to be
          eligible under the Plan,  before lapse or full exercise of the option,
          the Committee may permit the participant to exercise the option during
          its remaining term, to the extent that the option was then and remains
          exercisable,  or for  such  time  period  and  under  such  terms  and
          conditions as may be prescribed by the Committee;

     (c)  The purchase  price of a share of Stock  subject to any  Non-Qualified
          Option shall not be less than the Stack's par value; and

     (d)  Except as otherwise  provided by the  Committee,  Non-Qualified  Stock
          Options  granted  under  the  Plan  are  not  transferable  except  as
          designated  by the  participant  by Will and the laws of  descent  and
          distribution.

     9. Stock Appreciation Rights. In addition to other applicable provisions of
the  Plan,  all SARs and  Awards  thereof  shall be  under  and  subject  to the
following terms and conditions:

     (a)  SARs may be  granted  either  alone,  or in  connection  with  another
          previously or contemporaneously granted Award (other than another SAR)
          so as to operate in tandem  therewith  by having the  exercise  of one


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          affect the right to exercise the other,  as and when the Committee may
          determine;  however,  no SAR shall be  awarded  in  connection  with a
          Qualified Option more than ten (10) years after April 25, 1999;

     (b)  Each SAR shall entitle the participant to receive upon exercise of the
          SAR all or a portion of the excess of (i) the fair market value at the
          time of such  exercise  of a  specified  number  of shares of Stock as
          determined by the Committee, over (ii) a specified price as determined
          by the  Committee  of such  number of shares of Stock  that,  on a per
          share  basis,  is not less than the Stock's  fair market  value at the
          time  the SAR is  awarded,  or if the SAR is  connected  with  another
          Award,  such lesser  percentage of the Stock purchase price thereunder
          as may be determined by the Committee;

     (c)  Upon exercise of any SAR, the participant shall be paid either in cash
          or in Stock,  or in any  combination  thereof,  as the Committee shall
          determine;  if such  payment  is to be made in  Stock,  the  number of
          shares  thereof  to be  issued  pursuant  to  the  exercise  shall  be
          determined by dividing the amount payable upon exercise by the Stock's
          fair market value at the time of exercise;

     (d)  The time period during which any SAR is exercisable,  as determined by
          the  Committee,  shall not commence  before the  expiration of six (6)
          months  from  the  date  of the  grant  of the  SAR;  however,  no SAR
          connected with another Award shall be exercisable beyond the last date
          that such other connected Award may be exercised;

     (e)  If a  participant  holding a SAR,  before its lapse or full  exercise,
          ceases to be eligible  under the Plan,  the  Committee  may permit the
          participant thereafter to exercise such SAR during its remaining term,
          to the extent that the SAR was then and remains exercisable,  for such
          time period and under such terms and  conditions  as may be prescribed
          by the Committee;

     (f)  No SAR shall be awarded in connection with any Qualified Option unless
          the SAR (i) lapses no later than the expiration date of such connected
          Option,  (ii) is for not more than the  difference  between  the Stock
          purchase price under such connected Option and the Stock's fair market
          value at the time the SAR is  exercised,  (iii) is  transferable  only
          when and as such connected  Option is transferable  and under the same
          conditions,  (iv) may be exercised only when such connected Option may
          be  exercised,  and (v) may be  exercised  only when the Stack's  fair
          market value  exceeds the Stock  purchase  price under such  connected
          Option.

     10.  Restricted  Stock. In addition to other  applicable  provisions of the
Plan, all Restricted  Stock and Awards thereof shall be under and subject to the
following terms and conditions:

     (a)  Restricted Stock shall consist of shares of Stock that may be acquired
          by and issued to a participant  at such time,  for such or no purchase


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          price,  and under and subject to such  transfer,  forfeiture and other
          restrictions,  conditions  or  terms as  shall  be  determined  by the
          Committee, including but not limited to prohibitions against transfer,
          substantial  risks of  forfeiture  within the meaning of Section 83 of
          the Code, and attainment of performance or other goals,  objectives or
          standards, all for or applicable to such time periods as determined by
          the Committee;

     (b)  Except  as  otherwise  provided  in the Plan or the  Restricted  Stock
          Award, a participant holding shares of Restricted Stock shall have all
          the rights as does a holder of Stock, including without limitation the
          right to vote such shares and receive  dividends with respect thereto;
          however,  during the time period of any  restrictions,  conditions  or
          terms applicable to such Restricted  Stock, the shares thereof and the
          right to vote the same and  receive  dividends  thereon  shall  not be
          sold,  assigned,   transferred,   exchanged,  pledged,   hypothecated,
          encumbered or otherwise disposed of except as permitted by the Plan or
          the Restricted Stock Award;

     (c)  Each  certificate  issued  for  shares of  Restricted  Stock  shall be
          deposited  with  the  Secretary  of the  Corporation,  or  the  office
          thereof,  and shall bear a legend in substantially  the following form
          and content:

               This  Certificate and the shares of Stock hereby  represented are
               subject  to  the  provisions  of  the  Corporation's  1999  Stock
               Incentive Plan and a certain  agreement  entered into between the
               holder and the  Corporation  pursuant to the Plan. The release of
               this Certificate and the shares of Stock hereby  represented from
               such  provisions  shall  occur only as  provided  by the Plan and
               agreement,  a copy of  which  are on file  in the  office  of the
               Secretary of the Corporation.

          Upon the lapse or  satisfaction  of the  restrictions,  conditions and
          terms applicable to the Restricted Stock, a certificate for the shares
          of Stock free of  restrictions  and without the legend shall be issued
          to the participant;

     (d)  If a  participant's  employment  with the  Corporation or a Subsidiary
          ceases  for  any  reason  prior  to the  lapse  of  the  restrictions,
          conditions or terms applicable to his or her Restricted  Stock, all of
          the   participant's   Restricted  Stock  still  subject  to  unexpired
          restrictions, conditions or terms shall be forfeited absolutely by the
          participant  to the  Corporation  without  payment or  delivery of any
          consideration  or  other  thing of  value  by the  Corporation  or its
          affiliates,  and thereupon and thereafter  neither the participant nor
          his or her  heirs,  personal  or  legal  representatives,  successors,
          assigns,  Beneficiaries, or any claimants under the participant's Last
          Will or laws of  descent  and  distribution,  shall have any rights or
          claims  to or  interests  in the  forfeited  Restricted  Stock  or any
          certificates  representing  shares  thereof,  or  claims  against  the
          Corporation or its affiliates with respect thereto.

     11.  Exercise.  Except as  otherwise  provided  in the Plan,  Awards may be
exercised in whole or in part by giving  written notice thereof to the Secretary



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of the  Corporation,  or  his  or her  designee,  identifying  the  Award  to be
exercised,  the  number of  shares  of Stock  with  respect  thereto,  and other
information pertinent to exercise of the Award. The purchase price of the shares
of Stock  with  respect  to which an Award is  exercised  shall be paid with the
written  notice  of  exercise,  either  in cash or in Stock of the  Corporation,
including Stock issuable hereunder, at its then current fair market value, or in
any combination thereof, as the Committee shall determine. Funds received by the
Corporation  from the  exercise  of any  Award  shall  be used  for its  general
corporate purposes.

     The number of shares of Stock  subject to an Award  shall be reduced by the
number of shares of Stock with respect to which the  participant  has  exercised
rights under the Award.  If a SAR is awarded in connection  with another  Award,
the number of shares of Stock that may be acquired by the participant  under the
other  connected  Award  shall be  reduced by the number of shares of Stock with
respect to which the participant has exercised his or her SAR, and the number of
shares of Stock subject to the  participant's SAR shall be reduced by the number
of shares of Stock acquired by the  participant  pursuant to the other connected
Award.

     The Committee may permit an acceleration of previously established exercise
terms of any Awards as, when, under such facts and circumstances, and subject to
such other or further  requirements  and  conditions  as the  Committee may deem
necessary or appropriate.

     In addition:

     (a)  if the Corporation or its shareholders execute an agreement to dispose
          of all or substantially  all of the  Corporation's  assets or stock by
          means of sale, merger, consolidation,  reorganization,  liquidation or
          otherwise,  as a  result  of  which  the  Corporation's  shareholders,
          immediately  before  the  transaction,  will  not own at  least  fifty
          percent  (50%) of the total  combined  voting  power of all classes of
          voting  stock  of the  surviving  entity  (be it  the  Corporation  or
          otherwise) immediately after the consummation of the transaction, then
          any and all  outstanding  Awards shall  immediately  become and remain
          exercisable  or,  if the  transaction  is not  consummated,  until the
          agreement  relating to the  transaction  expires or is terminated,  in
          which case,  all Awards shall be treated as if the agreement was never
          executed;

     (b)  if there is an actual, attempted or threatened change in the ownership
          of at least  twenty-five  percent (25%) of all classes of voting stock
          of the Corporation  through the acquisition of, or an offer to acquire
          such  percentage  of the  Corporation's  voting stock by any person or
          entity,  or persons or entities  acting in concert or as a group,  and
          such  acquisition  or offer has not been duly  approved  by the Board,
          then any and all  outstanding  awards  shall  immediately  become  and
          remain exercisable; or

     (c)  if during any period of two (2) consecutive years, the individuals who
          at the beginning of such period  constituted the Board cease,  for any
          reason,  to  constitute  at least a majority of the Board  (unless the
          election of each director of the Board,  who was not a director of the
          Board at the  beginning of such  period,  was approved by a vote of at
          least  two-thirds  of the  directors  then  still in  office  who were


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          directors  at the  beginning  of such  period) then any and all Awards
          shall immediately become and remain exercisable.

     12. Right of First Refusal. Each written agreement for an Award may contain
a provision  that  requires as a condition to exercising a Qualified  Option,  a
Non-Qualified  Option or a Stock  Appreciation  Right that the participant agree
prior to selling,  transferring  or  otherwise  disposing of any shares of Stock
obtained  through the  exercise of the Award to first offer such shares of Stock
to the Corporation for purchase. The terms and conditions of such right of first
refusal  shall  be  determined  by  the  Committee  in  its  sole  and  absolute
discretion,  provided  that the  purchase  price  shall be at least equal to the
Stock's fair market value as determined  under paragraph 14 below,  and shall be
subject to all applicable federal and state laws, rules and regulations.

     13.  Withholding.  When a  participant  exercises  a stock  option or Stock
Appreciation  Right awarded  under the Plan,  or when a  withholding  obligation
arises with respect to Restricted Stock, the Corporation,  in its discretion and
as required by law, may require the  participant to remit to the  Corporation an
amount sufficient to satisfy fully any federal,  state and other  jurisdictions'
income  and other tax  withholding  requirements  prior to the  delivery  of any
certificates for shares of Stock. At the Committee's discretion,  remittance may
be made in cash, shares already held by the participant or by the withholding by
the Corporation of sufficient  shares issuable pursuant to the option to satisfy
the participant's withholding obligation.

     14. Value.  Where used in the Plan, the "fair market value" of Stock or any
options or rights with  respect  thereto,  including  Awards,  shall mean and be
determined  by (a) the average of the highest and lowest  reported  sales prices
thereof on the  principal  established  domestic  securities  exchange  on which
listed,  and if not listed,  then (b) the average of the dealer  "bid" and "ask"
prices  thereof on the  over-the-counter  market,  as reported  by the  National
Association of Securities  Dealers  Automated  Quotation System  ("NASDAQ"),  in
either case as of the  specified or otherwise  required or relevant  time, or if
not traded as of such specified, required or relevant time, then based upon such
reported  sales or "bid" and  "ask"  prices  before  and/or  after  such time in
accordance  with pertinent  provisions of and principles  under the Code and the
regulations promulgated thereunder.

     15.  Amendment.  To the extent  permitted by applicable  law, the Board may
amend,  suspend, or terminate the Plan at any time. The amendment or termination
of this Plan shall not, without the consent of the participants, alter or impair
any rights or obligations under any Award previously granted hereunder.

     From time to time, the Committee may rescind,  revise and add to any of the
terms,  conditions  and  provisions  of the Plan or of an Award as  necessary or
appropriate  to have the Plan and any Awards  thereunder be or remain  qualified
and in compliance  with all  applicable  laws,  rules and  regulations,  and the
Committee  may delete,  omit or waive any of the terms  conditions or provisions
that are no longer  required by reason of changes of applicable  laws,  rules or
regulations,  including  but not limited to, the  provisions of Sections 421 and
422 of the Code, Section 16 of the Securities  Exchange Act of 1934, as amended,
(the "1934 Act") and the rules and regulations promulgated by the Securities and
Exchange Commission.  Without limiting the generality of the preceding sentence,
each  Qualified  Option  shall be subject to such  other and  additional  terms,


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conditions  and provisions as the Committee may deem necessary or appropriate in
order to qualify as a Qualified Option under Section 422 of the Code, including,
but not limited to, the following provisions:

     (a)  At the time a Qualified  Option is awarded,  the aggregate fair market
          value of the Stock  subject  thereto and of any Stock or other capital
          stock with respect to which incentive stock options  qualifying  under
          Sections 421 and 422 of the Code are exercisable for the first time by
          the participant  during any calendar year under the Plan and any other
          plans  of  the  Corporation  or  its  affiliates,   shall  not  exceed
          $100,000.00; and

     (b)  No Qualified Option, shall be awarded to any person if, at the time of
          the Award,  the  person  owns  shares of the stock of the  Corporation
          possessing  more than ten percent (10%) of the total  combined  voting
          power of all classes of stock of the  Corporation  or its  affiliates,
          unless,  at the time the  Qualified  Option is awarded,  the  exercise
          price of the Qualified  Option is at least one hundred and ten percent
          (110%) of the fair market  value of the Stock on the date of grant and
          the option,  by its terms, is not exercisable  after the expiration of
          five (5) years from the date it is awarded.

     16.  Continued  Employment.  Nothing in the Plan or any Award shall  confer
upon any participant or other persons any right to continue in the employ of, or
maintain any particular relationship with, the Corporation or its affiliates, or
limit or affect any rights,  powers or privileges  that the  Corporation  or its
affiliates  may have to supervise,  discipline  and  terminate the  participant.
However,  the Committee may require,  as a condition of making and/or exercising
any Award, that a participant agree to, and in fact provide services,  either as
an employee or in another capacity,  to or for the Corporation or any Subsidiary
for such time period as the Committee may prescribe.  The immediately  preceding
sentence shall not apply to any Qualified Option, to the extent such application
would result in disqualification of the option under Sections 421 and 422 of the
Code.

     17. General  Restrictions.  If the Committee or Board determines that it is
necessary or desirable  to: (a) list,  register or qualify the Stock  subject to
the  Award,  or the Award  itself,  upon any  securities  exchange  or under any
federal or state  securities  or other  laws,  (b) obtain  the  approval  of any
governmental authority, or (c) enter into an agreement with the participant with
respect to disposition of any Stock (including, without limitation, an agreement
that, at the time of the participant's  exercise of the Award, any Stock thereby
acquired is and will be acquired solely for investment  purposes and without any
intention  to sell or  distribute  the  Stock),  then  such  Award  shall not be
consummated in whole or in part unless the listing, registration, qualification,
approval  or  agreement,  as the  case may be,  shall  have  been  appropriately
effected or obtained to the  satisfaction of the Committee and legal counsel for
the Corporation.

     18. Rights.  Except as otherwise  provided in the Plan,  participants shall
have  no  rights  as a  holder  of the  Stock  unless  and  until  one  or  more
certificates   for  the  shares  of  Stock  are  issued  and  delivered  to  the
participant.  No Award, or the grant thereof, shall limit or affect the right or


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power of the Corporation or its affiliates to adjust, reclassify,  recapitalize,
reorganize or otherwise change its or their capital or business structure, or to
merge,  consolidate,  dissolve,  liquidate  or sell  any or all of its or  their
business, property or assets.

     19. Adjustments.  In the event that the shares of Stock of the Corporation,
as presently  constituted,  shall be changed  into or exchanged  for a different
number  or  kind of  shares  of  common  stock  or of  other  securities  of the
Corporation  or of another  Corporation  or of another legal entity  (whether by
reason of merger, consolidation,  recapitalization,  reclassification, split-up,
combination  of shares or  otherwise)  or if the number of such  shares of Stock
shall be  increased  through  the  payment of a stock  dividend,  stock split or
similar transaction, then, there shall be substituted for or added to each share
of  Stock  of the  Corporation  that  was  theretofore  appropriated,  or  which
thereafter  may become  subject to an option under the Plan, the number and kind
of shares of common stock or other securities into which each outstanding  share
of the Stock of the Corporation shall be so changed or for which each such share
shall be exchanged  or to which each such shares shall be entitled,  as the case
may be. Each outstanding  Award shall be  appropriately  amended as to price and
other terms, as may be necessary to reflect the foregoing events.

     If there shall be any other change in the number or kind of the outstanding
shares  of the  Stock  of the  Corporation,  or of any  common  stock  or  other
securities in which such common stock shall have been  changed,  or for which it
shall have been exchanged, and if a majority of the disinterested members of the
Board  shall,  in its sole  discretion,  determine  that such  change  equitably
requires an  adjustment  in any Award that was  theretofore  granted or that may
thereafter  be granted  under the Plan,  then such  adjustment  shall be made in
accordance with such determination.

     The grant of an Award  under the Plan shall not affect in any way the right
or   power  of  the   Corporation   to  make   adjustments,   reclassifications,
reorganizations  or changes of its capital or business  structure,  to merge, to
consolidate, to dissolve, to liquidate or to sell or transfer all or any part of
its business or assets.

     Fractional  shares resulting from any adjustment in Awards pursuant to this
Section 19 may be settled  as a majority  of the  members of the Board or of the
Committee, as the case may be, shall determine.

     To the extent that the foregoing  adjustments relate to Stock or securities
of the Corporation,  such adjustments shall be made by a majority of the members
of the Board or of the  Committee,  as the case may be, whose  determination  in
that respect shall be final,  binding and  conclusive.  Notice of any adjustment
shall  be  given  by the  Corporation  to each  holder  of an  Award  that is so
adjusted.

     20. Forfeiture.  Notwithstanding  anything to the contrary in this Plan, if
the Committee finds,  after full  consideration of the facts presented on behalf
of the Corporation and the involved participant, that he or she has been engaged
in fraud,  embezzlement,  theft,  commission  of a felony,  or dishonesty in the
course of his or her employment by the Corporation or by any Subsidiary and such
action has damaged the  Corporation  or the  Subsidiary,  as the case may be, or
that the  participant  has  disclosed  trade secrets of the  Corporation  or its
affiliates,   the  participant  shall  forfeit  all  rights  under  and  to  all
unexercised  Awards,  and  under and to all  exercised  Awards  under  which the


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Corporation has not yet delivered  payment or  certificates  for shares of Stock
(as the case may be),  all of which  Awards  and rights  shall be  automatically
canceled.  The decision of the  Committee  as to the cause of the  participant's
discharge from  employment with the Corporation or any Subsidiary and the damage
thereby  suffered  shall be final for purposes of the Plan, but shall not affect
the finality of the participant's discharge by the Corporation or Subsidiary for
any other purposes.  The preceding  provisions of this paragraph shall not apply
to  any  Qualified  Option  to the  extent  such  application  would  result  in
disqualification  of the option as an incentive  stock option under Sections 421
and 422 of the Code.

     21. Indemnification. In and with respect to the administration of the Plan,
the  Corporation  shall  indemnify  each member of the  Committee  and/or of the
Board,  each of whom shall be  entitled,  without  further  action on his or her
part,  to  indemnification  from  the  Corporation  for  all  damages,   losses,
judgments, settlement amounts, punitive damages, excise taxes, fines, penalties,
costs  and  expenses   (including   without   limitation   attorneys'  fees  and
disbursements) incurred by the member in connection with any threatened, pending
or completed  action,  suit or other  proceedings of any nature,  whether civil,
administrative,  investigative  or criminal,  whether  formal or  informal,  and
whether by or in the right or name of the Corporation, any class of its security
holders, or otherwise,  in which the member may be or may have been involved, as
a party or  otherwise,  by reason of his or her being or having been a member of
the  Committee  and/or of the Board,  whether or not he or she continues to be a
member of the Committee or of the Board. The provisions, protection and benefits
of this  Section  shall  apply  and exist to the  fullest  extent  permitted  by
applicable  law to and for the benefit of all present and future  members of the
Committee  and/or of the Board and their  respective  heirs,  personal and legal
representatives,  successors  and assigns,  in addition to all other rights that
they may have as a matter of law, by contract,  or otherwise,  except (a) to the
extent there is entitlement  to insurance  proceeds  under  insurance  coverages
provided  by the  Corporation  on account of the same matter or  proceeding  for
which  indemnification  hereunder  is  claimed,  or (b) to the  extent  there is
entitlement  to  indemnification  from the  Corporation,  other  than under this
Section,  on account of the same matter or proceeding for which  indemnification
hereunder is claimed.

     22. Taxes.  The issuance of shares of Stock under the Plan shall be subject
to any and all  applicable  laws and  regulations,  including  tax reporting and
withholding laws and regulations,  of the United States of America, and of state
and local taxing authorities.

     23. Miscellaneous.

     (a)  Any  reference  contained  in  this  Plan  to  particular  section  or
          provision of law, rule or regulation, including but not limited to the
          Code and the 1934 Act,  shall  include  any  subsequently  enacted  or
          promulgated  section or provision of law, rule or  regulation,  as the
          case may be. With respect to persons subject to Section 16 of the 1934
          Act,  transactions  under this Plan are  intended  to comply  with all
          applicable  conditions  of  Section  16 and the rules and  regulations
          promulgated  thereunder,  or any successor rules and regulations  that
          may be promulgated by the Securities and Exchange  Commission,  and to
          the extent any provision of this Plan or action by the Committee fails
          to so  comply,  it  shall  be  deemed  null and  void,  to the  extent
          permitted by applicable law and deemed advisable by the Committee.


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<PAGE>


     (b)  Where used in this Plan,  the plural shall include the  singular,  and
          unless the context  otherwise  clearly  requires,  the singular  shall
          include the plural.

     (c)  Where used in this  Plan,  the term  "affiliates"  shall mean each and
          every Subsidiary and any parent of the Corporation.

     (d)  The captions of the numbered  Sections  contained in this Plan are for
          convenience   only,  and  shall  not  limit  or  affect  the  meaning,
          interpretation or construction of any of the provisions of the Plan.


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