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                                                                   EXHIBIT 10.42

                                                    (Restated electronically for
                                                      SEC filing purposes only)


                         PERFORMANCE FOOD GROUP COMPANY

                       1993 EMPLOYEE STOCK INCENTIVE PLAN

SECTION 1. PURPOSE; DEFINITIONS.

         The purpose of the Performance Food Group Company 1993 Employee Stock
Incentive Plan (the "Plan") is to enable Performance Food Group Company, a
Tennessee corporation (the "Corporation"), to attract, retain and reward key
employees of and consultants to the Corporation and its Subsidiaries and
Affiliates, and strengthen the mutuality of interests between such key
employees, consultants and the Corporation's shareholders, by offering such key
employees and consultants performance-based stock incentives and/or other equity
interests or equity-based incentives in the Corporation, as well as
performance-based incentives payable in cash. The creation of the Plan shall not
diminish or prejudice other compensation programs approved from time to time by
the Board.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         1.1 "Affiliate" means any entity other than the Corporation and its
Subsidiaries that is designated by the Board as a participating employer under
the Plan, provided that the Corporation directly or indirectly owns at least 20%
of the combined voting power of all classes of stock of such entity or at least
20% of the ownership interests in such entity.

         1.2 "Board" means the Board of Directors of the Corporation.

         1.3 "Book Value" means, as of any given date, on a per share basis (i)
the common shareholders' equity in the Corporation as of the end of the
immediately preceding fiscal year as reflected in the Corporation's consolidated
balance sheet, subject to such adjustment as the Committee shall specify at or
after grant, divided by (ii) the number of then outstanding shares of Common
Stock as of such year-end date (as adjusted by the Committee for subsequent
events or for shares of capital stock immediately convertible into Common
Stock).

         1.4 "Cause" has the meaning set forth in Section 5(j) of the Plan.

         1.5 "Change in Control" has the meaning set forth in Section 11(b) of
the Plan.



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         1.6 "Change in Control Price" has the meaning set forth in Section
11(d) of the Plan.

         1.7 "Common Stock" means the Corporation's Common Stock, par value $.01
per share.

         1.8 "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

         1.9 "Commission" means the Securities and Exchange Commission.

         1.10 "Committee" means the Committee referred to in Section 2 of the
Plan.

         1.11 "Corporation" means Performance Food Group Company, a corporation
organized under the laws of the State of Tennessee, or any successor
corporation.

         1.12 "Deferred Stock" means an award made pursuant to Section 8 below
of the right to receive Stock at the end of a specified deferral period.

         1.13 "Disability" means disability as determined under the
Corporation's long-term disability insurance policy or if there is no such
policy then in effect, total disability as defined in Section 22(e)(3) of the
Code.

         1.14 "Disinterested Person" shall have the meaning set forth in Rule
16b-3(c)(2)(i) as promulgated by the Commission under the Exchange Act, or any
successor definition adopted by the Commission.

         1.15 "Early Retirement" means retirement, for purposes of this Plan
with the express consent of the Corporation at or before the time of such
retirement, from active employment with the Corporation and any Subsidiary or
Affiliate prior to age 65, in accordance with any applicable early retirement
policy of the Corporation then in effect.

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

         1.17 "Fair Market Value" means the reported closing price of the Common
Stock on the National Association of Securities Dealers, Inc. -- National Market
System ("The Nasdaq National Market") on the relevant date or, if no shares are
traded on that date, the reported closing price on the next preceding date on
which shares were traded. In the event the Common Stock is no longer reported on
The Nasdaq National Market, Fair Market Value shall be determined by such other
method as the Committee in good faith deems appropriate without regard to any
restriction other than a restriction which, by its terms, will never lapse.

         1.18 "Immediate Family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.



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         1.19 "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code.

         1.20 "Limited Stock Appreciation Right" means a Stock Appreciation
Right described in Section 6(b)(v) below.

         1.21 "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         1.22 "Normal Retirement" means retirement from active employment with
the Corporation and any Subsidiary or Affiliate on or after age 65.

         1.23 "Other Stock-Based Award" means an award under Section 10 below
that is valued in whole or in part by reference to, or is otherwise based on,
Common Stock.

         1.24 "Potential Change in Control" has the meaning set forth in Section
11(c) below.

         1.25 "Plan" means this Performance Food Group Company 1993 Employee
Stock Incentive Plan, as hereinafter amended from time to time.

         1.26 "Restricted Stock" means an award of shares of Common Stock that
is subject to restrictions under Section 7 below.

         1.27 "Retirement" means Normal or Early Retirement.

         1.28 "Stock" means the Common Stock.

         1.29 "Stock Appreciation Right" means the right pursuant to an award
granted under Section 6 below to surrender to the Corporation all (or a portion)
of a Stock Option in exchange for an amount equal to the difference between (i)
the Fair Market Value, as of the date such Stock Option (or such portion
thereof) is surrendered, of the shares of Common Stock covered by such Stock
Option (or such portion thereof), subject, where applicable, to the pricing
provisions in Section 6(b)(ii), and (ii) the aggregate exercise price of such
Stock Option (or such portion thereof).

         1.30 "Stock Option" or "Option" means any option to purchase shares of
Stock (including Restricted Stock and Deferred Stock, if the Committee so
determines) granted pursuant to Section 5 below.

         1.31 "Stock Purchase Right" means the right to purchase Stock pursuant
to Section 9.



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         1.32 "Subsidiary" means any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

SECTION 2. ADMINISTRATION.

         The Plan shall be administered by a Committee of not less than two
Disinterested Persons, who shall be appointed by the Board and who shall serve
at the pleasure of the Board. The functions of the Committee specified in the
Plan may be exercised by an existing Committee of the Board composed exclusively
of Disinterested Persons. The initial Committee shall be the Compensation
Committee of the Board.

         The Committee shall have authority to grant, pursuant to the terms of
the Plan, to officers, other key employees and consultants eligible under
Section 4: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted
Stock, (iv) Deferred Stock, (v) Stock Purchase Rights and/or (vi) Other
Stock-Based Awards.

         In particular, the Committee shall have the authority, consistent with
the terms of the Plan:

                  (a) to select the officers and other key employees of and
consultants to the Corporation and its Subsidiaries and Affiliates to whom Stock
Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock
Purchase Rights and/or Other Stock-Based Awards may from time to time be granted
hereunder;

                  (b) to determine whether and to what extent Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted
Stock, Deferred Stock, Stock Purchase Rights and/or Other Stock-Based Awards, or
any combination thereof, are to be granted hereunder to one or more eligible
employees;

                  (c) to determine the number of shares to be covered by each
such award granted hereunder;

                  (d) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder (including, but not
limited to, the share price and any restriction or limitation, or any vesting
acceleration or waiver of forfeiture restrictions regarding any Stock Option or
other award and/or the shares of Common Stock relating thereto, based in each
case on such factors as the Committee shall determine, in its sole discretion);

                  (e) to determine whether and under what circumstances a Stock
Option may be settled in cash, Restricted Stock and/or Deferred Stock under
Section 5(l) or (m), as applicable, instead of Common Stock;



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                  (f) to determine whether, to what extent and under what
circumstances Common Option grants and/or other awards under the Plan and/or
other cash awards made by the Corporation are to be made, and operate, on a
tandem basis vis-a-vis other awards under the Plan and/or cash awards made
outside of the Plan, or on an additive basis;

                  (g) to determine whether, to what extent and under what
circumstances Common Stock and other amounts payable with respect to an award
under this Plan shall be deferred either automatically or at the election of the
participant (including providing for and determining the amount (if any) of any
deemed earnings on any deferred amount during any deferral period); and

                  (h) to determine the terms and restrictions applicable to
Stock Purchase Rights and the Common Stock purchased by exercising such Rights.

         The Committee shall have the authority to adopt, alter and repeal such
rules, guidelines and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.

         All decisions made by the Committee pursuant to the provisions of the
Plan shall be made in the Committee's sole discretion and shall be final and
binding on all persons, including the Corporation and Plan participants.

SECTION 3. SHARES OF STOCK SUBJECT TO PLAN.

         The aggregate number of shares of Stock reserved and available for
distribution under the Plan shall be increased by 2,400,000 shares to 4,025,000
shares. Such shares may consist, in whole or in part, of authorized and unissued
shares or treasury shares.

         Subject to Section 6(b)(iv) below, if any shares of Common Stock that
have been optioned cease to be subject to a Stock Option, or if any shares of
Stock that are subject to any Restricted Stock or Deferred Stock award, Stock
Purchase Right or Other Stock-Based Award granted hereunder are forfeited prior
to the payment of any dividends, if applicable, with respect to such shares of
Common Stock, or any such award otherwise terminates without a payment being
made to the participant in the form of Common Stock, such shares shall again be
available for distribution in connection with future awards under the Plan.

         In the event of any merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, Stock dividend, Stock split or
other change in corporate structure affecting the Stock, an appropriate
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Options granted under the Plan, in the


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number and purchase price of shares subject to outstanding Stock Purchase Rights
under the Plan, and in the number of shares subject to other outstanding awards
granted under the Plan as may be determined to be appropriate by the Committee,
in its sole discretion, provided that the number of shares subject to any award
shall always be a whole number. Such adjusted option price shall also be used to
determine the amount payable by the Corporation upon the exercise of any Stock
Appreciation Right associated with any Stock Option.

         The maximum number of shares of Common Stock for which awards may be
granted under the Plan to any particular eligible employee shall be 500,000
during any one year, subject to adjustment as provided in this Section 3.
Notwithstanding the foregoing limitation, nothing herein shall cause a reduction
in the number of shares of Common Stock subject to awards outstanding to any
eligible employee as of May 7, 1996, the effective date of this amendment.

SECTION 4. ELIGIBILITY.

         Officers and other key employees of and consultants to the Corporation
and its Subsidiaries and Affiliates (but excluding members of the Committee and
any person who serves only as a director) who are responsible for or contribute
to the management, growth and/or profitability of the business of the
Corporation and/or its Subsidiaries and Affiliates are eligible to be granted
awards under the Plan.

SECTION 5. STOCK OPTIONS.

         Stock Options may be granted alone, in addition to or in tandem with
other awards granted under the Plan and/or cash awards made outside of the Plan.
Any Stock Option granted under the Plan shall be in such form as the Committee
may from time to time approve.

         Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options. Incentive Stock Options may
be granted only to individuals who are employees of the Corporation or any
Subsidiary of the Corporation.

         The Committee shall have the authority to grant to any optionee
(subject to the limitation set forth in the paragraph above) Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock Options (in each
case with or without Stock Appreciation Rights).

         Options granted under the Plan shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.



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         (a) Option Price. The option price per share of Stock purchasable under
a Stock Option shall be determined by the Committee at the time of grant but
shall be not less than 100% (or, in the case of any employee who owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Corporation or of any of its subsidiary or parent corporations, not
less than 110%) of the Fair Market Value of the Stock at grant, in the case of
Incentive Stock Options, and not less than 50% of the Fair Market Value of the
Stock at grant, in the case of Non-Qualified Stock Options.

         (b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten
years (or, in the case of an employee who owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Corporation or
any of its subsidiary or parent corporations, more than five years) after the
date the Option is granted.

         (c) Exercisability. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at or after grant; provided, however, that except as provided in
Section 5(g), (h) and (i) and Section 11, unless otherwise determined by the
Committee at or after grant, no Stock Option shall be exercisable prior to the
first anniversary date of the granting of the Option. The Committee may provide
that a Stock Option shall vest over a period of future service at a rate
specified at the time of grant, or that the Stock Option is exercisable only in
installments. If the Committee provides, in its sole discretion, that any Stock
Option is exercisable only in installments, the Committee may waive such
installment exercise provisions at any time at or after grant in whole or in
part, based on such factors as the Committee shall determine, in its sole
discretion.

         (d) Method of Exercise. Subject to whatever installment exercise
restrictions apply under Section 5(c), Stock Options may be exercised in whole
or in part at any time during the option period, by giving written notice of
exercise to the Corporation specifying the number of shares to be purchased.

         Such notice shall be accompanied by payment in full of the purchase
price, either by check, note or such other instrument as the Committee may
accept. As determined by the Committee, in its sole discretion, at or (except in
the case of an Incentive Stock Option) after grant, payment in full or in part
may also be made in the form of unrestricted Stock already owned by the optionee
or, in the case of the exercise of a Non-Qualified Stock Option, Restricted
Stock or Deferred Stock subject to an award hereunder (based in each case, on
the Fair Market Value of the Stock on the date the option is exercised, as
determined by the Committee).

         If payment of the option exercise price of a Non-Qualified Stock Option
is made in whole or in part in the form of Restricted Stock or Deferred Stock,
such Restricted Stock or Deferred Stock (and any replacement shares relating
thereto) shall remain (or be) restricted or deferred, as the case may be, in
accordance with the original terms of the Restricted Stock award or Deferred
Stock award in question, and any



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additional Stock received upon the exercise shall be subject to the same
forfeiture restrictions or deferral limitations, unless otherwise determined by
the Committee, in its sole discretion, at or after grant.

         No shares of Stock shall be issued until full payment therefor has been
made. An optionee shall generally have the rights to dividends or other rights
of a shareholder with respect to shares subject to the Option when the optionee
has given written notice of exercise, has paid in full for such shares, and, if
requested, has given the representation described in Section 14(a).

         (e) Non-Transferability of Options. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution, and all Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee.

         (f) Bonus for Taxes. In the case of a Non-Qualified Stock Option, the
Committee in its discretion may award at the time of grant or thereafter the
right to receive upon exercise of such Stock Option a cash bonus calculated to
pay part or all of the Federal and State, if any, income tax incurred by the
optionee upon such exercise.

         (g) Termination by Death. Subject to Section 5(k), if an optionee's
employment by the Corporation and any Subsidiary or (except in the case of an
Incentive Stock Option) Affiliate terminates by reason of death, any Stock
Option held by such optionee may thereafter be exercised, to the extent such
option was exercisable at the time of death or (except in the case of an
Incentive Stock Option) on such accelerated basis as the Committee may determine
at or after grant (or except in the case of an Incentive Stock Option, as may be
determined in accordance with procedures established by the Committee) by the
legal representative of the estate or by the legatee of the optionee under the
will of the optionee, for a period of one year (or such shorter period as the
Committee may specify at grant) from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter.

         (h) Termination by Reason of Disability. Subject to Section 5(k), if an
optionee's employment by the Corporation and any Subsidiary or (except in the
case of an Incentive Stock Option) Affiliate terminates by reason of Disability,
any Stock Option held by such optionee may thereafter be exercised by the
optionee, to the extent it was exercisable at the time of termination or (except
in the case of an Incentive Stock Option) on such accelerated basis as the
Committee may determine at or after grant (or, except in the case of an
Incentive Stock Option, as may be determined in accordance with procedures
established by the Committee), for a period of (i) three years (or such shorter
period as the Committee may specify at grant) from the date of such termination
of employment or until the expiration of the stated term of such Stock Option,
whichever period is the shorter, in the case of a Non-Qualified Stock Option and
(ii) one year from the date of termination of employment or until the expiration
of the stated term of such Stock Option, whichever period is shorter, in the
case of an Incentive Stock Option; provided, however, that, if the optionee dies
within the period specified in clause (i)



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above (or such other period as the Committee shall specify at grant), any
unexercised Non-Qualified Stock Option held by such optionee shall thereafter be
exercisable to the extent to which it was exercisable at the time of death for a
period of twelve months from the date of such death or until the expiration of
the stated term of such Stock Option, whichever period is the shorter. In the
event of termination of employment by reason of Disability, if an Incentive
Stock Option is exercised after the expiration of the exercise period applicable
to Incentive Stock Options, but before the expiration of any period that would
apply if such Stock Option were a Non-Qualified Stock Option, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.

         (i) Termination by Reason of Retirement. Subject to Section 5(k), if an
optionee's employment by the Corporation and any Subsidiary or (except in the
case of an Incentive Stock Option) Affiliate terminates by reason of Normal or
Early Retirement, any Stock Option held by such optionee may thereafter be
exercised by the optionee, to the extent it was exercisable at the time of such
Retirement or (except in the case of an Incentive Stock Option) on such
accelerated basis as the Committee may determine at or after grant (or, except
in the case of an Incentive Stock Option, as may be determined in accordance
with procedures established by the Committee), for a period of (i) three years
(or such shorter period as the Committee may specify at grant) from the date of
such termination of employment or the expiration of the stated term of such
Stock Option, whichever period is the shorter, in the case of a Non-Qualified
Stock Option and (ii) three months from the date of such termination of
employment or the expiration of the stated term of such Stock Option, whichever
period is the shorter, in the event of an Incentive Stock Option; provided,
however, that, if the optionee dies within the period specified in clause (i)
above (or such shorter period as the Committee may specify at grant), any
unexercised Non-Qualified Stock Option held by such optionee shall thereafter be
exercisable, to the extent to which it was exercisable at the time of death, for
a period of 12 months from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter. In the event
of termination of employment by reason of Retirement, if an Incentive Stock
Option is exercised after the expiration of the exercise period applicable to
Incentive Stock Options, but before the expiration of the period that would
apply if such Stock Option were a Non-Qualified Stock Option, the option will
thereafter be treated as a Non-Qualified Stock Option.

         (j) Other Termination. Unless otherwise determined by the Committee (or
pursuant to procedures established by the Committee) at or (except in the case
of an Incentive Stock Option) after grant, if an optionee's employment by the
Corporation and any Subsidiary or (except in the case of an Incentive Stock
Option) Affiliate is involuntarily terminated for any reason other than death,
Disability or Normal or Early Retirement, the Stock Option shall thereupon
terminate, except that such Stock Option may be exercised, to the extent
otherwise then exercisable, for the lesser of three months or the balance of
such Stock Option's term if the involuntary termination is without Cause. For
purposes of this Plan, "Cause" means (i) a felony conviction of a participant or
the failure of a participant to contest prosecution for a felony, or (ii) a
participant's willful misconduct or dishonesty, which is directly and materially
harmful to the business or reputation of the Corporation or any Subsidiary or
Affiliate. If an



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optionee voluntarily terminates employment with the Corporation and any
Subsidiary or (except in the case of an Incentive Stock Option) Affiliate
(except for Disability, Normal or Early Retirement), the Stock Option shall
thereupon terminate; provided, however, that the Committee at grant or (except
in the case of an Incentive Stock Option) thereafter may extend the exercise
period in this situation for the lesser of three months or the balance of such
Stock Option's term.

         (k) Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code, or, without the consent of the optionee(s) affected, to
disqualify any Incentive Stock Option under such Section 422.

         No Incentive Stock Option shall be granted to any participant under the
Plan if such grant would cause the aggregate Fair Market Value (as of the date
the Incentive Stock Option is granted) of the Stock with respect to which all
Incentive Stock Options issued after December 31, 1986 are exercisable for the
first time by such participant during any calendar year (under all such plans of
the Company and any Subsidiary) to exceed $100,000.

         To the extent permitted under Section 422 of the Code or the applicable
regulations thereunder or any applicable Internal Revenue Service pronouncement:

                  (i) if (x) a participant's employment is terminated by reason
of death, Disability or Retirement and (y) the portion of any Incentive Stock
Option that is otherwise exercisable during the post-termination period
specified under Section 5(g), (h) or (i), applied without regard to the $100,000
limitation contained in Section 422(d) of the Code, is greater than the portion
of such option that is immediately exercisable as an "incentive stock option"
during such post-termination period under Section 422, such excess shall be
treated as a Non-Qualified Stock Option; and

                  (ii) if the exercise of an Incentive Stock Option is
accelerated by reason of a Change in Control, any portion of such option that is
not exercisable as an Incentive Stock Option by reason of the $100,000
limitation contained in Section 422(d) of the Code shall be treated as a
Non-Qualified Stock Option.

         (l) Buyout Provisions. The Committee may at any time offer to buy out
for a payment in cash, Stock, Deferred Stock or Restricted Stock an option
previously granted, based on such terms and conditions as the Committee shall
establish and communicate to the optionee at the time that such offer is made.

         (m) Settlement Provisions. If the option agreement so provides at grant
or (except in the case of an Incentive Stock Option) is amended after grant and
prior to exercise to so provide (with the optionee's consent), the Committee may
require that all or part of the shares to be issued with respect to the spread
value of an exercised Option



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take the form of Deferred or Restricted Stock, which shall be valued on the date
of exercise on the basis of the Fair Market Value (as determined by the
Committee) of such Deferred or Restricted Stock determined without regards to
the deferral limitations and/or forfeiture restrictions involved.

SECTION 6. STOCK APPRECIATION RIGHTS.

         (a) Grant and Exercise. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan. In the
case of a Non-Qualified Stock Option, such rights may be granted either at or
after the time of the grant of such Stock Option. In the case of an Incentive
Stock Option, such rights may be granted only at the time of the grant of such
Stock Option.

         A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, subject to such
provisions as the Committee may specify at grant where a Stock Appreciation
Right is granted with respect to less than the full number of shares covered by
a related Stock Option.

         A Stock Appreciation Right may be exercised by an optionee, subject to
Section 6(b), in accordance with the procedures established by the Committee for
such purpose. Upon such exercise, the optionee shall be entitled to receive an
amount determined in the manner prescribed in Section 6(b). Stock Options
relating to exercised Stock Appreciation Rights shall no longer be exercisable
to the extent that the related Stock Appreciation Rights have been exercised.

         (b) Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee, including the following:

                  (i) Stock Appreciation Rights shall be exercisable only at
such time or times and to the extent that the Stock Options to which they relate
shall be exercisable in accordance with the provisions of Section 5 and this
Section 6 of the Plan; provided, however, that any Stock Appreciation Right
granted to an optionee subject to Section 16(b) of the Exchange Act subsequent
to the grant of the related Stock Option shall not be exercisable during the
first six months of its term. The exercise of Stock Appreciation Rights held by
optionees who are subject to Section 16(b) of the Exchange Act shall comply with
Rule 16b-3 thereunder, to the extent applicable.

                  (ii) Upon the exercise of a Stock Appreciation Right, an
optionee shall be entitled to receive an amount in cash and/or shares of Common
Stock equal in value to the excess of the Fair Market Value of one share of
Common Stock over the option price per share specified in the related Stock
Option multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised, with the Committee having the
right to determine the form of payment. When payment is to be made in
shares, the number of shares to be paid shall be calculated on the basis of the
Fair Market Value of the shares on the date of exercise. When payment is to be
made in




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cash, such amount shall be calculated on the basis of the average of the highest
and lowest quoted selling price, regular way, of the Common Stock on the
National Market System or such other exchange or market as is the principal
trading market for the Stock, or, if no such sale of Common Stock is reported on
such date, the fair market value of the Stock as determined by the Committee in
good faith.

                  (iii) Stock Appreciation Rights shall be transferable only
when and to the extent that the underlying Stock Option would be transferable
under Section 5(e) of the Plan.

                  (iv) Upon the exercise of a Stock Appreciation Right, the
Stock Option or part thereof to which such Stock Appreciation Right is related
shall be deemed to have been exercised for the purpose of the limitation set
forth in Section 3 of the Plan on the number of shares of Common Stock to be
issued under the Plan, but only to the extent of the number of shares of Common
Stock actually issued under the Stock Appreciation Right at the time of exercise
based on the value of the Stock Appreciation Right at such time. To the extent
that a Stock Appreciation Right is paid in cash upon exercise, the shares of
Common Stock which would have been issued pursuant to the underlying Stock
Option in lieu of such cash payment shall not count towards the limitation
contained in Section 3 of the Plan and shall remain available for future
distribution under the Plan.

                  (v) In its sole discretion, the Committee may grant "Limited"
Stock Appreciation Rights under this Section 6, i.e, Stock Appreciation Rights
that become exercisable only in the event of a Change in Control and/or a
Potential Change in Control, subject to such terms and conditions as the
Committee may specify at grant. Such Limited Stock Appreciation Rights shall be
settled solely in cash.

                  (vi) The Committee, in its sole discretion, may also provide
that, in the event of a Change in Control and/or a Potential Change in Control,
the amount to be paid upon the exercise of a Stock Appreciation Right or Limited
Stock Appreciation Right shall be based on the Change in Control Price, subject
to such terms and conditions as the Committee may specify at grant.

SECTION 7. RESTRICTED STOCK.

         (a) Administration. Shares of Restricted Stock may be issued either
alone, in addition to or in tandem with other awards granted under the Plan
and/or cash awards made outside the Plan. The Committee shall determine the
eligible persons to whom, and the time or times at which, grants of Restricted
Stock will be made, the number of shares of Restricted Stock to be awarded to
any person, the price (if any) to be paid by the recipient of Restricted Stock
(subject to Section 7(b)), the time or times within which such awards may be
subject to forfeiture, and the other terms, restrictions and conditions of the
awards in addition to those set forth in Section 7(c).



<PAGE>

         The Committee may condition the grant of Restricted Stock upon the
attainment of specified performance goals or such other factors as the Committee
may determine, in its sole discretion.

         The provisions of Restricted Stock awards need not be the same with
respect to each recipient.

         (b) Awards and Certificates. The prospective recipient of a Restricted
Stock award shall not have any rights with respect to such award, unless and
until such recipient has executed an agreement evidencing the award and has
delivered a fully executed copy thereof to the Corporation, and has otherwise
complied with the applicable terms and conditions of such award.

                  (i) The purchase price for shares of Restricted Stock shall be
established by the Committee and may be zero.

                  (ii) Awards of Restricted Stock must be accepted within a
period of 60 days (or such shorter period as the Committee may specify at grant)
after the award date, by executing a Restricted Stock Award Agreement and paying
whatever price (if any) is required under Section 7(b)(i).

                  (iii) Each participant receiving a Restricted Stock award
shall be issued a stock certificate in respect of such shares of Restricted
Stock. Such certificate shall be registered in the name of such participant, and
shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such award.

                  (iv) The Committee shall require that the stock certificates
evidencing such shares be held in custody by the Corporation until the
restrictions thereon shall have lapsed, and that, as a condition of any
Restricted Stock award, the participant shall have delivered a stock power,
endorsed in blank, relating to the Stock covered by such award.

         (c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Section 7 shall be subject to the following restrictions and
conditions:

                  (i) Subject to the provisions of this Plan and the award
agreement, during a period set by the Committee commencing with the date of such
award (the "Restriction Period"), the participant shall not be permitted to
sell, transfer, pledge, assign or otherwise encumber shares of Restricted Stock
awarded under the Plan. Within these limits, the Committee, in its sole
discretion, may provide for the lapse of such restrictions in installments and
may accelerate or waive such restrictions in whole or in part, based on service,
performance and/or such other factors or criteria as the Committee may
determine, in its sole discretion.

                  (ii) Except as provided in this paragraph (ii) and Section
7(c)(i), the participant shall have, with respect to the shares of Restricted
Stock, all of the rights of a shareholder of the Corporation, including the
right to vote the shares, and the right to




<PAGE>

receive any cash dividends. The Committee, in its sole discretion, as determined
at the time of award, may permit or require the payment of cash dividends to be
deferred and, if the Committee so determines, reinvested, subject to Section
14(e), in additional Restricted Stock to the extent shares are available under
Section 3, or otherwise reinvested. Pursuant to Section 3 above, Stock dividends
issued with respect to Restricted Stock shall be treated as additional shares of
Restricted Stock that are subject to the same restrictions and other terms and
conditions that apply to the shares with respect to which such dividends are
issued.

                  (iii) Subject to the applicable provisions of the award
agreement and this Section 7, upon termination of a participant's employment
with the Corporation and any Subsidiary or Affiliate for any reason during the
Restriction Period, all shares still subject to restriction will vest, or be
forfeited, in accordance with the terms and conditions established by the
Committee at or after grant.

                  (iv) If and when the Restriction Period expires without a
prior forfeiture of the Restricted Stock subject to such Restriction Period,
certificates for an appropriate number of unrestricted shares shall be delivered
to the participant promptly.

         (d) Minimum Value Provisions. In order to better ensure that award
payments actually reflect the performance of the Corporation and service of the
participant, the Committee may provide, in its sole discretion, for a tandem
performance-based or other award designed to guarantee a minimum value, payable
in cash or Stock to the recipient of a restricted stock award, subject to such
performance, future service, deferral and other terms and conditions as may be
specified by the Committee.

SECTION 8. DEFERRED STOCK.

         (a) Administration. Deferred Stock may be awarded either alone, in
addition to or in tandem with other awards granted under the Plan and/or cash
awards made outside of the Plan. The Committee shall determine the eligible
persons to whom, and the time or times at which grants of Deferred Stock will be
made, the number of shares of Deferred Stock to be awarded to any person, the
duration of the period (the "Deferral Period") during which, and the conditions
under which, receipt of the Stock will be deferred, and the other terms and
conditions of the awards in addition to those set forth in Section 8(b).

         The Committee may condition the grant of Deferred Stock upon the
attainment of specified performance goals or such other factors or criteria as
the Committee shall determine, in its sole discretion.

         The provisions of Deferred Stock awards need not be the same with
respect to each recipient.



<PAGE>

         (b) Terms and Conditions. The shares of Deferred Stock awarded pursuant
to this Section 8 shall be subject to the following terms and conditions:

                  (i) Subject to the provisions of this Plan and the award
agreement referred to in Section 8(b)(vi) below, Deferred Stock awards may not
be sold, assigned, transferred, pledged or otherwise encumbered during the
Deferral Period. At the expiration of the Deferral Period (or the Elective
Deferral Period referred to in Section 8(b)(v), where applicable), share
certificates shall be delivered to the participant, or his legal representative,
in a number equal to the shares covered by the Deferred Stock award.

                  (ii) Unless otherwise determined by the Committee at grant,
amounts equal to any dividends declared during the Deferral Period with respect
to the number of shares covered by a Deferred Stock award will be paid to the
participant currently, or deferred or deemed to be reinvested in additional
Deferred Stock, or otherwise reinvested, all as determined at or after the time
of the award by the Committee, in its sole discretion.

                  (iii) Subject to the provisions of the award agreement and
this Section 8, upon termination of a participant's employment with the
Corporation and any Subsidiary or Affiliate for any reason during the Deferral
Period for a given award, the Deferred Stock in question will vest, or be
forfeited, in accordance with the terms and conditions established by the
Committee at or after grant.

                  (iv) Based on service, performance and/or such other factors
or criteria as the Committee may in its sole discretion determine, the Committee
may, in its sole discretion at or after grant, accelerate the vesting of all or
any part of any Deferred Stock award and/or waive the deferral limitations for
all or any part of such award.

                  (v) A participant may elect to further defer receipt of an
award (or an installment of an award) for a specified period or until a
specified event (the "Elective Deferral Period"), subject in each case to the
Committee's approval and to such terms as are determined by the Committee, all
in its sole discretion. Subject to any exceptions adopted by the Committee, such
election must generally be made at least 12 months prior to completion of the
Deferral Period for such Deferred Stock award (or such installment).

                  (vi) Each award shall be confirmed by, and subject to the
terms of, a Deferred Stock agreement executed by the Corporation and the
participant.

         (c) Minimum Value Provisions. In order to better ensure that award
payments actually reflect the performance of the Corporation and the service of
the participant, the Committee may provide, in its sole discretion, for a tandem
performance-based or other award designed to guarantee a minimum value, payable
in cash or Stock to the recipient of a Deferred Stock award, subject to such
performance, future service, deferral and other terms and conditions as may be
specified by the Committee.



<PAGE>

SECTION 9. STOCK PURCHASE RIGHTS.

         (a) Awards and Administration. Subject to Section 3 above, the
Committee may grant eligible participants Stock Purchase Rights which shall
enable such participants to purchase Stock (including Deferred Stock and
Restricted Stock):

                  (i)    at its Fair Market Value on the date of grant;

                  (ii)   at 85% of such Fair Market Value on such date;

                  (iii)  at an amount equal to Book Value on such date; or

                  (iv)   at a price between 85% and 100% of Fair Market Value.

         The Committee shall also impose such deferral, forfeiture and/or other
terms and conditions as it shall determine, in its sole discretion, on such
Stock Purchase Rights or the exercise thereof.

         The terms of Stock Purchase Rights awards need not be the same with
respect to each participant.

         Each Stock Purchase Right award shall be confirmed by, and be subject
to the terms of, a Stock Purchase Rights Agreement.

         (b) Exercisability. Stock Purchase Rights shall generally be
exercisable for such period after grant as is determined by the Committee not to
exceed 30 days. However, the Committee may provide, in its sole discretion, that
the Stock Purchase Rights of persons potentially subject to Section 16(b) of the
Exchange Act shall not become exercisable until six months and one day after the
grant date, and shall then be exercisable for 10 trading days at the purchase
price specified by the Committee in accordance with Section 9(a).

SECTION 10. OTHER STOCK-BASED AWARDS.

         (a) Administration. Other Stock-Based Awards, including, without
limitation, performance shares, convertible preferred stock, convertible
debentures, exchangeable securities and Stock awards or options valued by
reference to Book Value earnings per share or subsidiary performance, may be
granted either alone or in addition to or in tandem with Stock Options, Stock
Appreciation Rights, Restricted Stock, Deferred Stock or Stock Purchase Rights
granted under the Plan and/or cash awards made outside of the




<PAGE>

Plan; provided that no such Other Stock-Based Awards may be granted in tandem
with Incentive Stock Options if that would cause such Stock Options not to
qualify as Incentive Stock Options pursuant to Section 422 of the Code.

         Subject to the provisions of the Plan, the Committee shall have
authority to determine the persons to whom and the time or times at which such
awards shall be made, the number of shares of Stock to be awarded pursuant to
such awards, and all other conditions of the awards. The Committee may also
provide for the grant of Stock upon the completion of a specified performance
period.

         The provisions of Other Stock-Based Awards need not be the same with
respect to each recipient.

         (b) Terms and Conditions. Other Stock-Based Awards made pursuant to
this Section 10 shall be subject to the following terms and conditions:

                  (i) Subject to the provisions of this Plan and the award
agreement referred to in Section 10(b)(v) below, shares subject to awards under
this Section 10 may not be sold, assigned, transferred, pledged or otherwise
encumbered prior to the date on which the shares are issued, or, if later, the
date on which any applicable restriction, performance or deferral period lapses.

                  (ii) Subject to the provisions of this Plan and the award
agreement and unless otherwise determined by the Committee at grant, the
recipient of an award under this Section 10 shall be entitled to receive,
currently or on a deferred basis, interest or dividends or interest or dividend
equivalents with respect to the number of shares covered by the award, as
determined at the time of the award by the Committee, in its sole discretion,
and the Committee may provide that such amounts (if any) shall be deemed to have
been reinvested in additional Stock or otherwise reinvested.

                  (iii) Any award under Section 10 and any Stock covered by any
such award shall vest or be forfeited to the extent so provided in the award
agreement, as determined by the Committee, in its sole discretion.

                  (iv) In the event of the participant's Retirement, Disability
or death, or in cases of special circumstances, the Committee may, in its sole
discretion, waive in whole or in part any or all of the remaining limitations
imposed hereunder (if any) with respect to any or all of an award under this
Section 10.

                  (v) Each award under this Section 10 shall be confirmed by,
and subject to the terms of, an agreement or other instrument by the Corporation
and the participant.

                  (vi) Common Stock (including securities convertible into
Common Stock) issued on a bonus basis under this Section 10 may be issued for no
cash consideration. Common Stock (including securities convertible into Common
Stock)




<PAGE>

purchased pursuant to a purchase right awarded under this Section 10 shall be
priced at at least 85% of the Fair Market Value of the Common Stock on the date
of grant.

SECTION 11. CHANGE IN CONTROL PROVISIONS.

         (a) Impact of Event. In the event of:

                  (1) a "Change in Control" as defined in Section 11(b) or

                  (2) a "Potential Change in Control" as defined in Section
11(c), but only if and to the extent so determined by the Committee at or after
grant (subject to any right of approval expressly reserved by the Committee at
the time of such determination), the following acceleration and valuation
provisions shall apply if so determined by the Committee in its sole discretion:

                  (i) Any Stock Appreciation Rights (including, without
limitation, any Limited Stock Appreciation Rights) outstanding for at least six
months and any Stock Option awarded under the Plan not previously exercisable
and vested shall become fully exercisable and vested.

                  (ii) The restrictions and deferral limitations applicable to
any Restricted Stock, Deferred Stock, Stock Purchase Rights and Other
Stock-Based Awards, in each case to the extent not already vested under the
Plan, shall lapse and such shares and awards shall be deemed fully vested.

                  (iii) Except as otherwise provided in Section 11(a)(iv) below,
the value of all outstanding Stock Options, Stock Appreciation Rights,
Restricted Stock, Deferred Stock, Stock Purchase Rights and Other Stock-Based
Awards, in each case to the extent vested, shall, unless otherwise determined by
the Committee in its sole discretion at or (except in the case of an Incentive
Stock Option) after grant but prior to any Change in Control, be cashed out on
the basis of the "Change in Control Price" as defined in Section 11(d) as of the
date such Change in Control or such Potential Change in Control is determined to
have occurred or such other date as the Committee may determine prior to the
Change in Control.

                  (iv) In the case of any Stock Options, Stock Appreciation
Rights, Restricted Stock, Deferred Stock, Stock Purchase Rights and Other
Stock-Based Awards held by any person subject to Section 16(b) of the Exchange
Act, the value of all such Stock Options, Stock Appreciation Rights, Restricted
Stock, Deferred Stock or Other Stock-Based Awards, in each case to the extent
that they are vested and have been held for at least six months, shall (unless
otherwise determined by the Committee in its sole discretion) be cashed out on
the basis of the "Change in Control Price" as defined in Section 11(d) as of the
date of such Change in Control or such Potential Change in Control is determined
to have occurred, but only if the Change in Control or Potential



<PAGE>

Change in Control is outside the control of the grantee for purposes of Rule
16b-3(e)(3) under the Exchange Act, or any successor provision promulgated by
the Securities and Exchange Commission.

         (b) Definition of Change in Control. For purposes of Section 11(a),
a "Change in Control" means the happening of any of the following:

                  (i) any person or entity, including a "group" as defined in
Section 13(d)(3) of the Exchange Act, other than the Corporation or a
wholly-owned subsidiary thereof or any employee benefit plan of the Corporation
or any of its Subsidiaries, becomes the beneficial owner of the Corporation's
securities having 35% or more of the combined voting power of the then
outstanding securities of the Corporation that may be cast for the election of
directors of the Corporation (other than as a result of an issuance of
securities initiated by the Corporation in the ordinary course of business); or

                  (ii) as the result of, or in connection with, any cash tender
or exchange offer, merger or other business combination, sales of assets or
contested election, or any combination of the foregoing transactions, less than
a majority of the combined voting power of the then outstanding securities of
the Corporation or any successor corporation or entity entitled to vote
generally in the election of the directors of the Corporation or such other
corporation or entity after such transaction are held in the aggregate by the
holders of the Corporation's securities entitled to vote generally in the
election of directors of the Corporation immediately prior to such transaction;
or

                  (iii) during any period of two consecutive years, individuals
who at the beginning of any such period constitute the Board cease for any
reason to constitute at least a majority thereof, unless the election, or the
nomination for election by the Corporation's shareholders, of each director of
the Corporation first elected during such period was approved by a vote of at
least two-thirds of the directors of the Corporation then still in office who
were directors of the Corporation at the beginning of any such period.

         (c) Definition of Potential Change in Control. For purposes of Section
11(a), a "Potential Change in Control" means the happening of any one of the
following:

                  (i) The approval by shareholders of an agreement by the
Corporation, the consummation of which would result in a Change in Control of
the Corporation as defined in Section 11(b); or

                  (ii) The acquisition of beneficial ownership, directly or
indirectly, by any entity, person or group (other than the Corporation or a
Subsidiary or any Corporation employee benefit plan (including any trustee of
such plan acting as such trustee)) of securities of the Corporation representing
5% or more of the combined voting power of the Corporation's outstanding
securities and the adoption by the Committee of a resolution to the effect that
a Potential Change in Control of the Corporation has occurred for purposes of
this Plan.



<PAGE>

         (d) Change in Control Price. For purposes of this Section 11, "Change
in Control Price" means the highest price per share paid in any transaction
reported on the National Market System or such other exchange or market as is
the principal trading market for the Common Stock, or paid or offered in any
bona fide transaction related to a Potential or Actual Change in Control of the
Corporation at any time during the 60 day period immediately preceding the
occurrence of the Change in Control (or, where applicable, the occurrence of the
Potential Change in Control event), in each case as determined by the Committee
except that, in the case of Incentive Stock Options and Stock Appreciation
Rights relating to Incentive Stock Options, such price shall be based only on
transactions reported for the date on which the optionee exercises such Stock
Appreciation Rights (or Limited Stock Appreciation Rights) or, where applicable,
the date on which a cash out occurs under Section 11(a)(iii).

SECTION 12. AMENDMENTS AND TERMINATION.

         The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of an
optionee or participant under a Stock Option, Stock Appreciation Right (or
Limited Stock Appreciation Right), Restricted or Deferred Stock award, Stock
Purchase Right or other Stock-Based Award theretofore granted, without the
optionee's or participant's consent or which, without the approval of the
Corporation's shareholders, would:

                  (a) except as expressly provided in this Plan, increase the
total number of shares reserved for the purpose of the Plan;

                  (b) change the pricing terms of Sections 5(a) or 9(a);

                  (c) change the employees or class of employees eligible to
participate in the Plan; or

                  (d) extend the term under Section 16 of the Plan.

         The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Stock Options for
previously granted Stock Options (on a one for one or other basis), including
previously granted Stock Options having higher option exercise prices.

         Subject to the above provisions, the Board shall have broad authority
to amend the Plan to take into account changes in applicable securities and tax
laws and accounting rules, as well as other developments.




<PAGE>

SECTION 13. UNFUNDED STATUS OF PLAN.

         The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Corporation, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Corporation. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Common Stock or payments in lieu of or with
respect to awards hereunder; provided, however, that, unless the Committee
otherwise determines with the consent of the affected participant, the existence
of such trusts or other arrangements is consistent with the "unfunded" status of
the Plan.

SECTION 14. GENERAL PROVISIONS.

         (a) Legends; Restrictions on Transfer. The Committee may require each
person purchasing shares pursuant to a Stock Option or other award under the
Plan to represent to and agree with the Corporation in writing that the optionee
or participant is acquiring the shares without a view to distribution thereof.
The certificates for such shares may include any legend which the Committee
deems appropriate to reflect any restrictions on transfer.

         All certificates for shares of Stock or other securities delivered
under the Plan shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of the Commission, any stock exchange upon which the
Stock is then listed, and any applicable Federal or state securities law, and
the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.

         Except as otherwise provided by the Committee, Options granted under
the Plan may not be assigned, pledged or transferred except by will or the laws
of descent and distribution, and, except as otherwise provided by the Committee,
Non-Qualified Stock Options may not be assigned, pledged or transferred except
for transfers by an Optionee to a member of his or her Immediate Family or a
trust for the benefit of the Optionee or a member of his or her Immediate
Family. Except as specified herein, during the lifetime of the Optionee, Options
are exercisable only by the Optionee.

         (b) Other Compensation. Nothing contained in this Plan shall prevent
the Board from adopting other or additional compensation arrangements, subject
to shareholder approval if such approval is required; and such arrangements may
be either generally applicable or applicable only in specific cases.

         (c) No Rights to Continued Employment. The adoption of the Plan shall
not confer upon any employee of the Corporation or any Subsidiary or Affiliate
any right to continued employment with the Corporation or a Subsidiary or
Affiliate, as the case may



<PAGE>

be, nor shall it interfere in any way with the right of the Corporation or a
Subsidiary or Affiliate to terminate the employment of any of its employees at
any time.

         (d) Withholding. No later than the date as of which an amount first
becomes includible in the gross income of the participant for Federal income tax
purposes with respect to any award under the Plan, the participant shall pay to
the Corporation, or make arrangements satisfactory to the Committee regarding
the payment of, any Federal, state, or local taxes of any kind required by law
to be withheld with respect to such amount. Unless otherwise determined by the
Committee, withholding obligations may be settled with Stock, including Stock
that is part of the award that gives rise to the withholding requirement. The
election by a grantee who is subject to Section 16(b) of the Exchange Act to
satisfy withholding obligations with Stock shall be made either (i) during the
10 business day window period described in Rule 16b-3(e)(3) (or any successor
provision) thereunder, if the exercise is also made during such a period or (ii)
at least six months prior to the date as of which the income attributable to the
exercise of the related award is recognized under the Code, and shall be
irrevocable to the extent required under such Rule 16b-3(e)(3) (or any successor
provision). The obligations of the Corporation under the Plan shall be
conditional on such payment or arrangements and the Corporation and its
Subsidiaries or Affiliates shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment of any kind otherwise due to the
participant.

         (e) Dividends. The actual or deemed reinvestment of dividends or
dividend equivalents in additional Restricted Stock (or in Deferred Stock or
other types of Plan awards) at the time of any dividend payment shall only be
permissible if sufficient shares of Stock are available under Section 3 for such
reinvestment (taking into account then outstanding Stock Options, Stock Purchase
Rights and other Plan awards).

         (f) Governing Law. The Plan and all awards made and actions taken
thereunder shall be governed by and construed in accordance with the laws of the
State of Tennessee.

         (g) Compliance with Section 16(b). This Plan is intended to comply with
and to the extent necessary or appropriate shall be interpreted to comply with,
Rule 16b-3 under the Exchange Act.

SECTION 16. EFFECTIVE DATE OF PLAN.

         The Plan shall be effective as of the date and time of execution of the
Underwriting Agreement, pursuant to the registration statement on Form S-1
(Registration No. 33-64930), subject to the Plan being approved by the
shareholders of the Company at the meeting scheduled for July 21, 1993.


<PAGE>



SECTION 17. TERM OF PLAN.

         No Stock Option, Stock Appreciation Right, Restricted Stock award,
Deferred Stock award, Stock Purchase Right or Other Stock-Based Award shall be
granted pursuant to the Plan on or after the tenth anniversary of the effective
date, but awards granted prior to such tenth anniversary may be extended beyond
that date.