Exhibit 10.1

                        HARLEYSVILLE NATIONAL CORPORATION
                            1993 STOCK INCENTIVE PLAN


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                        HARLEYSVILLE NATIONAL CORPORATION

                            1993 STOCK INCENTIVE PLAN

     1.  Purpose.  The purpose of this Stock  Incentive  Plan (the "Plan") is to
advance the development, growth and financial condition of Harleysville National
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 capital stock
of the  Corporation  so as to secure,  retain and motivate  personnel who may be
responsible  for the operation and management of the affairs of the  Corporation
and any such subsidiary now or hereafter existing ("Subsidiary").

     2. Term.  The Plan shall  become  effective as of the date it is adopted by
the Corporation's Board of Directors (the "Board"), so long as the Corporation's
stockholders  duly approve the Plan within  twelve (12) months  either before or
after the date of the  Board's  adoption  of the Plan.  Any and all  options and
rights  awarded  under  the Plan  ("Awards")  before  it is so  approved  by the
Corporation's  stockholders  shall be conditional  upon and may not be exercised
before  timely  obtainment  of such  approval,  and shall lapse upon the failure
thereof.  If the Plan is so  approved,  it shall  continue  in effect  until all
Awards either have lapsed or been exercised, satisfied or cancelled according to
their terms under the Plan.

     3. Stock.  The shares of stock that may be issued  under the Plan shall not
exceed in the aggregate  eighty thousand  (80,000)  shares of the  Corporation's
common  stock,  par value  $1.00 per share  (the  "Stock"),  as may be  adjusted
pursuant to paragraph 19 hereof.  Such shares of Stock may be either  authorized
and  unissued  shares  of Stock,  or  authorized  shares of Stock  issued by the
Corporation  and  subsequently  reacquired  by it as  treasury  stock.  Under no
circumstances  shall any fractional  shares of Stock be issued or sold under the
Plan or any Award.  Except as may be otherwise  provided in the Plan,  any Stock
subject  to an Award  that for any  reason  lapses  or  terminates  prior to its
exercise as to such Stock shall  become and again be  available  under the Plan.
The Corporation  shall reserve and keep available,  and shall duly apply for any
requisite  governmental  authority to grant Awards, and issue or sell the number
of shares of Stock  needed to  satisfy  the  requirements  of the Plan  while in
effect.  The  Corporation's  failure to obtain any such  governmental  authority
deemed  necessary  by the  Corporation's  legal  counsel for the proper grant of
Awards  and/or the issuance  and sale of Stock under the Plan shall  relieve the
Corporation  of any duty,  or liability  for the failure to grant Awards  and/or
issue or sell the Stock as to which such authority has not been obtained.

     4.  Administration.  The Plan shall be  administered  by a  committee  (the
"Committee")  consisting of two (2) or more directors from the Board serving for
such terms as determined,  selected and appointed by the Board.  The Board shall
fill all vacancies occurring in the Committee's membership,  and at any time and
for any reason may add additional members to the Committee or may remove members
from the Committee and appoint their  successors.  To serve on the Committee,  a
person  must be a  director  of the  Corporation  and  during  the year prior to
commencing  service on the  Committee,  was not  granted or awarded  any Awards,
allocations  or other options or rights of or with respect to Stock or any other
capital stock of the  Corporation or its affiliates  pursuant to the Plan or any
other plan of the Corporation or its  affiliates.  A majority of the Committee's
membership  shall constitute a quorum for the transaction of all business of the


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Committee,  and all  decisions  and  actions  taken  by the  Committee  shall be
determined by a majority of the members of the Committee  attending a meeting at
which a quorum of the Committee is present.

     The Committee  shall be responsible for the management and operation of the
Plan and, subject to its provisions,  shall have full,  absolute and final power
and authority, exercisable in its sole discretion; to interpret and construe the
provisions of the Plan, adopt, revise and rescind rules and regulations relating
to the Plan and its administration,  and decide all questions of fact arising in
the application  thereof;  to determine what, to whom, when and under what facts
and circumstances Awards shall be made, and the form, number, terms,  conditions
and duration thereof, including but not limited to when exercisable,  the number
of shares of Stock subject thereto,  and Stock option purchase prices; to adopt,
revise and  rescind  procedural  rules for the  transaction  of the  Committee's
business,  subject  to any  directives  of the Board not  inconsistent  with the
provisions  or intent of the Plan or  applicable  provisions of law; and to make
all other  determinations  and  decisions,  take all  actions  and do all things
necessary  or  appropriate  in and  for  the  administration  of the  Plan.  The
Committee's determinations,  decisions and actions under the Plan, including but
not limited to those described above, need not be uniform or consistent, but may
be different and selectively made and applied, even in similar circumstances and
among similarly situated persons. Unless contrary to the provisions of the Plan,
all decisions,  determinations  and actions made or taken by the Committee shall
be final and binding upon the Corporation and all interested persons,  and their
heirs,   personal   and   legal   representatives,   successors,   assigns   and
beneficiaries.  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 that 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 that are not intended to qualify under
Sections 421-424 of the Code, (c) Stock  appreciation  rights  ("SAPs"),  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 any other  Award,
either to the same person or otherwise, or impose any obligation upon the person
to whom granted to exercise the Award.  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,  Non-Qualified  Option,  SAR, or Restricted
Stock, as the case may be. Every Award made to a person (a "Recipient") shall be
exercisable  during his or her lifetime only by the Recipient,  and shall not be
salable,  transferable or assignable by the Recipient  except by his or her Will
or pursuant to applicable laws of descent and distribution.

     6.  Eligibility.  Persons  eligible to receive Awards shall be all officers
and other employees of the Corporation and each Subsidiary. In no case, however,
shall any current  member of the Committee be eligible to receive any Awards.  A
person's  eligibility  to receive  Awards  shall not confer  upon him or her any
right  to  receive  any  Awards;  rather,  the  Committee  shall  have  the sole


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authority,  exercisable in its discretion  consistent with the provisions of the
Plan, to select when, to whom and under what facts and circumstances Awards will
be made. Except as otherwise provided,  a person's eligibility to receive awards
under the Plan, or actual receipt thereof,  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 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) No  Qualified  Option  shall be  awarded  more than ten (10) years
     after  the date the Plan is  adopted  by the  Board or the date the Plan is
     approved by the Corporation's stockholders, whichever date is earlier;

          (b) 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 such Option is awarded;

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

          (d) The purchase  price of a share of Stock  subject to any  Qualified
     Option, as determined by the Committee,  shall not be less than the Stock's
     fair market  value at the time such Option is awarded as  determined  under
     paragraph 14 hereof, or less than the Stocks par value.

     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,  as determined by the Committee, shall not commence before the
     expiration of six (6) months after the date such Option is awarded;


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          (b) If a Recipient of a Non-Qualified Option, before its lapse or full
     exercise,  ceases to be eligible  under the Plan,  the Committee may permit
     the Recipient thereafter to exercise such Option during its remaining term,
     to the extent  that the Option was then and remains  exercisable,  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,  as determined by the  Committee,  shall not be less
     than the Stock's par value.

     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 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 the date the Plan is adopted by the Board or the
     date the Plan is approved by the Corporation's stockholders, whichever date
     is earlier;

          (b) Each SAR shall  entitle its  Recipient 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  Recipient  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 Stocks 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;  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  Recipient  of an SAR,  before  its  lapse or full  exercise,
     ceases  to be  eligible  under the  Plan,  the  Committee  may  permit  the
     Recipient 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 Stocks fair market


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     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 Stock'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 Recipient at such time, for such or no purchase
     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 Recipient of 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  Stock  Incentive Plan
          and a  certain  agreement  entered  into  between  the  owner  and the
          Corporation pursuant to said Plan. The release of this Certificate and
          the shares of Stock  hereby  represented  from such  provisions  shall
          occur only as provided by said 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 such Restricted  Stock, a certificate for the shares of Stock
     free thereof without such legend shall be issued to the Recipient;

               (d)  If  a  Recipient'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
     Recipient's  Restricted  Stock  still  subject to  unexpired  restrictions,
     conditions  or terms shall be forfeited  absolutely by the Recipient to the
     Corporation without payment or delivery of any consideration or other thing


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     of value by the Corporation or its affiliates, and thereupon and thereafter
     neither   the   Recipient   nor  his  or  her  heirs,   personal  or  legal
     representatives, successors, assigns, beneficiaries, or any claimants under
     the Recipients  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
of the  Corporation,  or  his  or her  designee,  identifying  the  Award  being
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 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  Recipient  has  exercised
rights under the Award.  If an SAR is awarded in connection  with another Award,
the number of shares of Stock that may be  acquired by the  Recipient  under the
other  connected  Award  shall be  reduced by the number of shares of Stock with
respect to which the  Recipient  has exercised his or her SAR, and the number of
shares of Stock subject to the  Recipients SAR shall be reduced by the number of
shares of Stock acquired by the Recipient 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
stockholders  execute an agreement to dispose of all or substantially all of the
Corporation's  assets or capital stock by means of sale, merger,  consolidation,
reorganization, liquidation or otherwise, as a result of which the Corporation's
stockholders  as of immediately  before such  transaction  will not own at least
fifty percent (50%) of the total combined  voting power of all classes of voting
capital  stock of the  surviving  entity (be it the  Corporation  or  otherwise)
immediately  after the consummation of such  transaction,  thereupon any and all
Awards immediately shall become and remain exercisable with respect to the total
number of shares of Stock  still  subject  thereto  for the  remainder  of their
respective  terms  until  the  consummation  of  such  transaction,  or  if  not
consummated,  until the agreement  therefor  expires or is terminated,  in which
case  thereafter all Awards shall be treated as if said agreement never had been
executed; (b) 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  directors at the beginning of such period,  thereupon,
any and all Awards  immediately shall become and remain exercisable with respect
to the total number of shares of Stock still  subject  thereto for the remainder
of  their  respective  terms;  and  (c) if  there  is an  actual,  attempted  or
threatened change in the ownership of at least twenty-five  percent (25%) of all
classes of voting capital stock of the  Corporation  through the acquisition of,
or an offer to acquire such percentage of the Corporation's voting capital stock


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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, thereupon
any and all Awards  immediately shall become and remain exercisable with respect
to the total number of shares of Stock still  subject  thereto for the remainder
of their respective terms.

     12. Right of First Refusal. Each written agreement for an Award may contain
a provision which shall require as a condition to exercising a Qualified  Option
or  a   Non-Qualified   Option  that  the  Recipient  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.  Whenever the  Corporation  is about to issue or transfer
Stock pursuant to any Award,  the Corporation may require the Recipient 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 such shares of Stock.  Whenever payments are to
be made in cash to any  Recipient  pursuant to his or her  exercise of an Award,
such  payments  shall be made net after  deduction of all amounts  sufficient to
satisfy fully any federal,  state and other jurisdictions'  income and other tax
withholding requirements.  A Recipient may (with the consent of the Corporation)
authorize the Corporation to withhold shares of Stock otherwise  issuable to the
Recipient in order to satisfy any applicable tax withholding requirement.

     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 New York  over-the-counter  market  as  reported  by the
National  Association  of  Securities  Dealers,  Inc.,  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; provided,  however, that: (a)
no amendment may be adopted that permits an Award to be granted to any member of
the  Committee;  (b) with respect to qualified  options,  except as specified in
paragraph 19 hereof,  no amendment  may be adopted that will increase the number
of shares reserved for Awards under the Plan, change the option price, or change
the  provisions  required  for  compliance  with  Section  422 of the  Code  and
regulations issued thereunder;  and (c) notwithstanding anything to the contrary
herein,  no,  amendment may be adopted to increase the number of shares that may
be issued under the Plan, except as specified in paragraph 19 hereof, materially
increase  the  benefits   accruing  to  recipients  or  materially   modify  the
requirements for eligibility to participate in the Plan, without the approval of
the shareholders of the Corporation,  to the extent that shareholder approval is


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required  under Section 16 of the  Securities  Exchange Act of 1934, as amended,
and the regulations thereunder, as from time to time in effect. The amendment or
termination of this Plan shall not, without the consent of the Recipients, alter
or  impair  any  rights  or  obligations  under  any  Award  previously  granted
hereunder.

     In  addition,  the  Committee  may  prescribe  other or  additional  terms,
conditions  and  provisions  with respect to the grant or exercise of any or all
Awards as the Committee may determine  necessary or appropriate  for such Awards
and the Stock subject  thereto to qualify  under and comply with all  applicable
laws, rules and regulations,  and changes therein,  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,  and Rule 16b-3  promulgated by the Securities
and Exchange  Commission.  Without  limiting  the  generality  of the  preceding
sentence,  each Qualified Option,  and any SAR awarded in connection  therewith,
shall be subject to such other and additional  terms,  conditions and provisions
as the  Committee  may deem  necessary or  appropriate  in order to qualify such
Option,  or connected Option and SAR, as an incentive stock option under Section
422 of the Code, including but not limited to the following provisions:

          (i) the  aggregate  fair  market  value,  at the time  such  Option is
     awarded,  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
     Recipient  during any  calendar  year under the Plan and any other plans of
     the Corporation or its affiliates, shall not exceed $100,000.00; and

          (ii) No Qualified Option, or any SAR in connection therewith, shall be
     awarded to any person if at the time of such Award,  such person owns Stock
     possessing  more than ten percent (10%) of the total combined  voting power
     of all  classes  of capital  stock of the  Corporation  or its  affiliates,
     unless at the time such Option or SAR is awarded the Stock  purchase  price
     under such Option is at least one  hundred  and ten  percent  (110%) of the
     fair market  value of the Stock  subject to such Option and the Option (and
     any SAR  connected  therewith)  by its terms is not  exercisable  after the
     expiration of five (5) years from the date it is awarded.

From time to time,  the  Committee  may  rescind,  revise and add to any of such
terms,  conditions and provisions as may be necessary or appropriate to have any
Awards be or remain  qualified and in compliance with all applicable laws, rules
and regulations,  and may delete, omit or waive any of such terms, conditions or
provisions that are no longer required by reason of changes in applicable  laws,
rules or regulations.

     16.  Continued  Employment.  Nothing in the Plan or any Award shall  confer
upon any Recipient or other persons any right to continue in the  employment 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  such Recipient or
other persons, and the employment and other relationships thereof.  However, the
Committee may require as a condition of making and/or  exercising any Award that
its Recipient 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  following  the date the Award is made and/or  exercised as the Committee
may  prescribe.  The  immediately  preceding  sentence  shall  not  apply to any


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Qualified Option to the extent such application would result in disqualification
of said Option as an incentive  stock  option under  Sections 421 and 422 of the
Code.

     17. General  Restrictions.  Each Award shall be subject to the  requirement
and  provision  that if at any time the  Committee  determines  it  necessary or
desirable as a condition  of or in  consideration  of making such Award,  or the
purchase or issuance  of Stock  thereunder,  (a) the  listing,  registration  or
qualification  of 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)
the approval of any governmental authority, or (c) an agreement by the Recipient
with respect to disposition of any Stock (including  without  limitation that at
the time of the Recipient's exercise of the Award, any Stock thereby acquired is
being and will be  acquired  solely for  investment  purposes  and  without  any
intention  to sell or  distribute  such  Stock),  then such  Award  shall not be
consummated   in  whole  or  in  part   unless   such   listing,   registration,
qualification,  approval or agreement 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, the Recipient of any
Award shall have no rights as a holder of the Stock subject  thereto  unless and
until one or more  certificates  for the  shares of such  Stock are  issued  and
delivered to the Recipient.  No adjustments shall be made for dividends,  either
ordinary or  extraordinary,  or any other  distributions  with respect to Stock,
whether made in cash,  securities or other property,  or any rights with respect
thereto,  for which the record  date is prior to the date that any  certificates
for Stock subject to an Award are issued to the Recipient pursuant to his or her
exercise  thereof.  No Award,  or the grant  thereof,  shall limit or affect the
right or 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 of any  change in the  number of issued and
outstanding  shares of Stock which  results  from a stock split,  reverse  stock
split,  payment of a stock dividend or any other change in the capital structure
of the  Corporation,  the  Committee  shall  proportionately  adjust the maximum
number of shares subject to each outstanding Award, and (where  appropriate) the
purchase  price per share thereof (but not the total Award price),  so that upon
exercise or  realization  of such Award,  the  Recipient  shall receive the same
number of shares he or she would have  received had he or she been the holder of
all shares subject to his or her outstanding  Award and  immediately  before the
effective date of such change in the number of issued and outstanding  shares of
Stock. Such adjustments shall not, however, result in the issuance of fractional
shares.  Any adjustment  under this paragraph 19 shall be made by the Committee,
subject to approval by the Board. No adjustments  shall be made that would cause
a Qualified  Option to fail to continue to qualify as an incentive  stock option
within the meaning of Section 422 of the Code.

     In the event the  Corporation  is the surviving  corporation of any merger,
consolidation  or other  reorganization,  any and all  outstanding  Awards shall
apply and relate to the  securities to which a holder of Stock is entitled after
such merger,  consolidation  or other  reorganization.  Upon any  liquidation or
dissolution  of  the  Corporation,   or  any  merger,   consolidation  or  other


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<PAGE>


reorganization  of which the Corporation is not the surviving  corporation,  any
and all  outstanding  Awards shall  terminate upon  consummation of such merger,
consolidation or other  reorganization,  but prior to such consummation shall be
exercisable  to the extent that the same  otherwise  are  exercisable  under the
Plan.

     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  Recipient,  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 any Subsidiary  that has damaged
it, or that the Recipient has disclosed  trade secrets of the Corporation or its
affiliates,  the Recipient shall forfeit all rights under and to all unexercised
Awards,  and all  exercised  Awards  under  which  the  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 cancelled. The decision of the
Committee as to the cause of the Recipient'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  Recipient'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 said 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 present and future member of the Committee
and/or of the Board,  who shall be entitled without further action on his or her
part to  indemnity  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 such 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  such  member may be or 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 such a
member.  The  provisions,  protection and benefits of this paragraph 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) as may not be allowed by applicable law,
(b) to the extent there is  entitlement to insurance  proceeds  under  insurance
coverage provided by the Corporation on account of the same matter or proceeding
for which  indemnification  hereunder is claimed,  or (c) to the extent there is
entitlement  to  indemnification  from the  Corporation,  other  than under this
paragraph, on account of the same matter or proceeding for which indemnification
hereunder is claimed.

     22.  Miscellaneous.  Any  reference  contained in this Plan to a particular
section or provision of law,  rule or  regulation,  including but not limited to
the Internal Revenue Code of 1986 and the Securities  Exchange Act of 1934, both
as amended,  shall include any  subsequently  enacted or promulgated  section or
provision of law,  rule or  regulation,  as the case may be, of similar  import.


                                       10


<PAGE>


With respect to persons subject to Section 16 of the Securities  Exchange Act of
1934, as amended,  transactions  under this Plan are intended to comply with all
applicable  conditions  of  Rule  16b-3  or  any  successor  rule  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.  Where used in this Plan;  the plural shall include
the singular and unless the context  otherwise  clearly  requires,  the singular
shall include the plural;  and, the term "affiliates"  shall mean each and every
Subsidiary  and any parent of the  Corporation.  The  captions  of the  numbered
paragraphs  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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