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                                                         Adopted 5/24/01
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                               FRESH BRANDS, INC.
                           1995 EQUITY INCENTIVE PLAN

Section 1.     Purpose

               The purpose of Fresh Brands, Inc. 1995 Equity Incentive Plan (the
"Plan") is to promote the best interests of Fresh Brands, Inc. (the "Company")
and its shareholders by providing key employees of the Company and its
Affiliates (as defined below) with an opportunity to acquire a, or increase
their, proprietary interest in the Company. It is intended that the Plan will
promote continuity of management and increased incentive and personal interest
in the welfare of the Company by those key employees who are primarily
responsible for shaping and carrying out the long-range plans of the Company and
securing the Company's continued growth and financial success.

Section 2.     Definitions

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

               (a) "Affiliate" shall mean any entity that, directly or through
one or more intermediaries, is controlled by, controls, or is under common
control with, the Company.

               (b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock or Performance Share granted under the Plan.

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

               (d) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

               (e) "Commission" shall mean the Securities and Exchange
Commission.

               (f) "Committee" shall mean the Stock Option Committee of the
Board of Directors of the Company (or any other committee thereof designated by
such Board to administer the Plan); provided, however, that the Committee is
composed of not less than two directors, each of whom is a "disinterested
person" within the meaning of Rule 16b-3.

               (g) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
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               (h) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee.

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

               (j) "Key Employee" shall mean any officer or other key employee
of the Company or of any Affiliate who is responsible for or contributes to the
management, growth or profitability of the business of the Company or any
Affiliate as determined by the Committee in its discretion.

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

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

               (m) "Participating Key Employee" shall mean a Key Employee
designated to be granted an Award under the Plan.

               (n) "Performance Period" shall mean, in relation to Performance
Shares, any period for which a performance goal or goals have been established.

               (o) "Performance Share" shall mean any right granted under
Section 6(d) of the Plan that will be paid out as a Share (which, in specified
circumstances, may be a Share of Restricted Stock).

               (p) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization or
government or political subdivision thereof.

               (q) "Released Securities" shall mean Shares of Restricted Stock
with respect to which all applicable restrictions have expired, lapsed or been
waived.

               (r) "Restricted Securities" shall mean Awards of Restricted Stock
or other Awards under which issued and outstanding Shares are held subject to
certain restrictions.

               (s) "Restricted Stock" shall mean any Share granted under Section
6(c) of the Plan or, in specified circumstances, a Share paid in connection with
a Performance Share under Section 6(e) of the Plan.

               (t) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission under the Exchange Act, or any successor rule or regulation thereto.


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               (u) "Shares" shall mean shares of common stock of the Company,
$0.05 par value (including the associated Common Stock Purchase Rights), and
such other securities or property as may become subject to Awards pursuant to an
adjustment made under Section 4(b) of the Plan.

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

Section 3.     Administration

               The Plan shall be administered by the Committee; provided,
however, that if at any time the Committee shall not be in existence, the
functions of the Committee as specified in the Plan shall be exercised by those
members of the Board of Directors of the Company who qualify as "disinterested
persons" under Rule 16b-3. Subject to the terms of the Plan and applicable laws
and without limitation by reason of enumeration, the Committee shall have full
discretionary power and authority to: (i) designate Participating Key Employees;
(ii) determine the type or types of Awards to be granted to each Participating
Key Employee under the Plan; (iii) determine the number of Shares to be covered
by (or with respect to which payments, rights or other matters are to be
calculated in connection with) Awards granted to Participating Key Employees;
(iv) determine the terms and conditions of any Award granted to a Participating
Key Employee; (v) determine whether, to what extent and under what circumstances
Awards granted to Participating Key Employees may be settled or exercised in
cash, Shares, other securities, other Awards or other property, and the method
or methods by which Awards may be settled, exercised, canceled, forfeited or
suspended; (vi) determine whether, to what extent and under what circumstances
cash, Shares, other Awards and other amounts payable with respect to an Award
granted to Participating Key Employees under the Plan shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
(vii) interpret and administer the Plan and any instrument or agreement relating
to, or Award made under, the Plan (including, without limitation, any Award
Agreement); (viii) establish, amend, suspend or waive such rules and regulations
and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or with
respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time or from time to time, and shall be final,
conclusive and binding upon all Persons, including the Company, any Affiliate,
any Participating Key Employee, any holder or beneficiary of any Award, any
shareholder and any employee of the Company or of any Affiliate.


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<PAGE>

Section 4.     Shares Available for Award

               (a) Shares Available. Subject to adjustment as provided in
Section 4(b):

                    (i) Number of Shares Available. The number of Shares with
respect to which Awards may be granted under the Plan shall be 1,750,000,
subject to the limitations set forth in Section 6(c)(i).

                    (ii) Accounting for Awards. The number of Shares covered by
an Award under the Plan, or to which such Award relates, shall be counted on the
date of grant of such Award against the number of Shares available for granting
Awards under the Plan.

                    (iii) Sources of Shares Deliverable Under Awards. Any Shares
delivered pursuant to an Award may consist, in whole or in part, of authorized
and unissued Shares or of treasury Shares.

               (b) Adjustments. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee may, in such manner as it may deem equitable, adjust any or all of (i)
the number and type of Shares subject to the Plan and which thereafter may be
made the subject of Awards under the Plan; (ii) the number and type of Shares
subject to outstanding Awards; and (iii) the grant, purchase or exercise price
with respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, however, in each case,
that with respect to Awards of Incentive Stock Options no such adjustment shall
be authorized to the extent that such authority would cause the Plan to violate
Section 422(b) of the Code (or any successor provision thereto); and provided
further that the number of Shares subject to any Award payable or denominated in
Shares shall always be a whole number.

Section 5.     Eligibility

               Any Key Employee, including any executive officer or
employee-director of the Company or of any Affiliate, who is not a member of the
Committee shall be eligible to be designated a Participating Key Employee.

Section 6.     Awards

               (a) Option Awards. The Committee is hereby authorized to grant
Options to Key Employees with the terms and conditions as set forth below and
with such additional


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terms and conditions, in either case not inconsistent with the provisions of the
Plan, as the Committee shall determine in its discretion.

                    (i) Exercise Price. The exercise price per Share of an
Option granted pursuant to this Section 6(a) shall be determined by the
Committee; provided, however, that such exercise price shall not be less than
100% of the Fair Market Value of a Share on the date of grant of such Option.

                    (ii) Option Term. The term of each Option shall be fixed by
the Committee; provided, however, that in no event shall the term of any Option
exceed a period of ten years from the date of its grant.

                    (iii) Exercisability and Method of Exercise. An Option shall
become exercisable in such manner and within such period or periods and in such
installments or otherwise as shall be determined by the Committee. The Committee
also shall determine the method or methods by which, and the form or forms,
including, without limitation, cash, Shares, other securities, other Awards,
other property or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price, in which payment of the
exercise price with respect to any Option may be made or deemed to have been
made.

                    (iv) Incentive Stock Options. The terms of any Incentive
Stock Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code (or any successor provision thereto) and
any regulations promulgated thereunder. Notwithstanding any provision in the
Plan to the contrary, no Incentive Stock Option may be granted hereunder after
the tenth anniversary of the adoption of the Plan by the Board of Directors of
the Company.

               (b) Stock Appreciation Right Awards. The Committee is hereby
authorized to grant Stock Appreciation Rights to Key Employees. Subject to the
terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right
granted under the Plan shall confer on the holder thereof a right to receive,
upon exercise thereof, the excess of (i) the Fair Market Value of one Share on
the date of exercise over (ii) the grant price of the Stock Appreciation Right
as specified by the Committee, which shall not be less than 100% of the Fair
Market Value of one Share on the date of grant of the Stock Appreciation Right.
Subject to the terms of the Plan, the grant price, term, methods of exercise,
methods of settlement (including whether the Participating Key Employee will be
paid in cash, Shares, other securities, other Awards, or other property or any
combination thereof), and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee in its discretion.
The Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it may deem appropriate, including, without
limitation, restricting the time of exercise of the Stock Appreciation Right to
specified periods as may be necessary to satisfy the requirements of Rule 16b-3.


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<PAGE>

               (c) Restricted Stock Awards

                    (i) Issuance. The Committee is hereby authorized to grant
Awards of Restricted Stock to Key Employees; provided, however, that the
aggregate number of Shares of Restricted Stock granted under the Plan to all
Participating Key Employees as a group shall not exceed 75,000 Shares (such
number of Shares subject to adjustment in accordance with the terms of Section
4(b) hereof) of the total number of Shares available for Awards under Section
4(a)(i).

                    (ii) Restrictions. Shares of Restricted Stock granted to
Participating Key Employees shall be subject to such restrictions as the
Committee may impose in its discretion (including, without limitation, any
limitation on the right to vote a Share of Restricted Stock or the right to
receive any dividend or other right or property), which restrictions may lapse
separately or in combination at such time or times, in such installments or
otherwise, as the Committee may deem appropriate in its discretion.

                    (iii) Registration. Any Restricted Stock granted under the
Plan to a Participating Key Employee may be evidenced in such manner as the
Committee may deem appropriate in its discretion, including, without limitation,
book-entry registration or issuance of a stock certificate or certificates. In
the event any stock certificate is issued in respect of Shares of Restricted
Stock granted under the Plan to a Participating Key Employee, such certificate
shall be registered in the name of the Participating Key Employee and shall bear
an appropriate legend (as determined by the Committee) referring to the terms,
conditions and restrictions applicable to such Restricted Stock.

                    (iv) Payment of Restricted Stock. At the end of the
applicable restriction period relating to Restricted Stock granted to a
Participating Key Employee, one or more stock certificates for the appropriate
number of Shares, free of restrictions imposed under the Plan, shall be
delivered to the Participating Key Employee or, if the Participating Key
Employee received stock certificates representing the Restricted Stock at the
time of grant, the legends placed on such certificates shall be removed.

                    (v) Forfeiture. Except as otherwise determined by the
Committee in its discretion, upon termination of employment of a Participating
Key Employee (as determined under criteria established by the Committee in its
discretion) for any reason during the applicable restriction period, all Shares
of Restricted Stock still subject to restriction shall be forfeited by the
Participating Key Employee; provided, however, that the Committee may, when it
finds that a waiver would be in the best interests of the Company, waive in
whole or in part any or all remaining restrictions with respect to Shares of
Restricted Stock held by a Participating Key Employee.

               (d) Performance Share Awards

                    (i) Issuance. The Committee is hereby authorized to grant
Awards of Performance Shares to Key Employees.


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<PAGE>

                    (ii) Performance Goals and Other Terms. The Committee shall
determine in its discretion the Performance Period, the performance goal or
goals to be achieved during any Performance Period, the proportion of payments,
if any, to be made for performance between the minimum and full performance
levels, the restrictions applicable to Shares of Restricted Stock received upon
payment of Performance Shares if Performance Shares are paid in such manner, and
any other terms, conditions and rights relating to a grant of Performance
Shares. Performance goals established by the Committee may be based on one or
more measures such as return on shareholders' equity, earnings or any other
standard or standards deemed relevant by the Committee, measured internally or
relative to other organizations and before or after extraordinary items.

                    (iii) Rights and Benefits During the Performance Period. The
Committee may provide that, during a Performance Period, a Participating Key
Employee shall be paid cash amounts, with respect to each Performance Share held
by such Participating Key Employee, in the same manner, at the same time, and in
the same amount paid, as a cash dividend on a Share. Participating Key Employees
shall have no voting rights with respect to Performance Shares held by them.

                    (iv) Adjustments with Respect to Performance Shares. Any
other provision of the Plan to the contrary notwithstanding, the Committee may
in its discretion at any time or from time to time adjust performance goals (up
or down) and minimum or full performance levels (and any intermediate levels and
proportion of payments related thereto), adjust the manner in which performance
goals are measured, or shorten any Performance Period or waive in whole or in
part any or all remaining restrictions with respect to Shares of Restricted
Stock issued in payment of Performance Shares, if the Committee determines that
conditions, including but not limited to, changes in the economy, changes in
competitive conditions, changes in laws or governmental regulations, changes in
generally accepted accounting principles, changes in the Company's accounting
policies, acquisitions or dispositions by the Company or its Affiliates, or the
occurrence of other unusual, unforeseen or extraordinary events, so warrant.

                    (v) Payment of Performance Shares. As soon as is reasonably
practicable following the end of the applicable Performance Period, one or more
certificates representing the number of Shares equal to the number of
Performance Shares payable shall be registered in the name of and delivered to
the Participating Key Employee; provided, however, that any Shares of Restricted
Stock payable in connection with Performance Shares shall, pending the
expiration, lapse, or waiver of the applicable restrictions, be evidenced in the
manner as set forth in Section 6(c)(iii) hereof.

               (e) General

                    (i) No Consideration for Awards. Awards shall be granted to
Participating Key Employees for no cash consideration unless otherwise
determined by the Committee.


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<PAGE>

                    (ii) Award Agreements. Each Award granted under the Plan
shall be evidenced by an Award Agreement in such form (consistent with the terms
of the Plan) as shall have been approved by the Committee.

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

                    (iv) Forms of Payment Under Awards. Subject to the terms of
the Plan and of any applicable Award Agreement, payments or transfers to be made
by the Company or an Affiliate upon the grant, exercise or payment of an Award
to a Participating Key Employee may be made in such form or forms as the
Committee shall determine, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case in accordance with rules and
procedures established by the Committee in its discretion. Such rules and
procedures may include, without limitation, provisions for the payment or
crediting of interest on installment or deferred payments.

                    (v) Limits on Transfer of Options. Except as otherwise
provided by the Board of Directors of the Company or the Committee, Awards
granted under the Plan shall not be transferable other than as designated by the
Participating Key Employee by will, or by the laws of descent and distribution.
In the event that the Board of Directors of the Company or the Committee shall
permit a transfer of an Award, any permitted transferee shall have all of the
rights of the Participating Key Employee under the Plan, as if the Participating
Key Employee had retained such Award.

                    (vi) Term of Awards. Except as otherwise provided in the
Plan, the term of each Award shall be for such period as may be determined by
the Committee.

                    (vii) Rule 16b-3 Six-Month Limitations. To the extent
required in order to comply with Rule 16b-3 only, any equity security offered
pursuant to the Plan may not be sold for at least six months after acquisition,
except in the case of death or disability, and any derivative security issued
pursuant to the Plan shall not be exercisable for at least six months, except in
case of death or disability of the holder thereof. Terms used in the preceding
sentence shall, for the purposes of such sentence only, have the meanings, if
any, assigned or attributed to them under Rule 16b-3.

                    (viii) Share Certificates; Representation. In addition to
the restrictions imposed pursuant to Section 6(c) and Section 6(d) hereof, all
certificates for Shares delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the Commission, Nasdaq Stock Market or any
stock exchange or other market upon which such Shares are then listed or traded,
and any


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<PAGE>

applicable federal or state securities laws, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. The Committee may require each Participating Key
Employee, or other Person who acquires Shares under the Plan by means of an
Award originally made to a Participating Key Employee to represent to the
Company in writing that such Participating Key Employee, or other Person is
acquiring the Shares without a view to the distribution thereof.

Section 7.     Amendment and Termination of the Plan; Correction of Defects and
               Omissions

               (a) Amendments to and Termination of the Plan. The Board of
Directors of the Company may at any time amend, alter, suspend, discontinue or
terminate the Plan; provided, however, that shareholder approval of any
amendment of the Plan shall also be obtained if otherwise required by: (i) the
rules and/or regulations promulgated under Section 16 of the Exchange Act (in
order for the Plan to remain qualified under Rule 16b-3); (ii) the Code or any
rules promulgated thereunder (in order to allow for Incentive Stock Options to
be granted under the Plan); or (iii) the quotation or listing requirements of
the Nasdaq National Market or any principal securities exchange or market on
which the Shares are then traded (in order to maintain the quotation or listing
of the Shares thereon). Termination of the Plan shall not affect the rights of
Participating Key Employees with respect to Awards previously granted to them,
and all unexpired Awards shall continue in force and effect after termination of
the Plan except as they may lapse or be terminated by their own terms and
conditions.

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

Section 8.     General Provisions

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

               (b) Withholding. No later than the date as of which an amount
first becomes includible in the gross income of a Participating Key Employee for
federal income tax purposes with respect to any Award under the Plan, the
Participating Key Employee shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state, local
or foreign taxes of any kind required by law to be withheld with respect to such
amount. Unless otherwise determined by the Committee, withholding obligations
arising with respect to Awards to Participating Key Employees under the Plan may
be settled with Shares previously owned by the Participating Key Employee;
provided, however, that the Participating Key Employee may not settle such
obligations with Shares that are part of, or are received upon exercise of, the
Award that gives rise to the withholding


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<PAGE>

requirement. The obligations of the Company under the Plan shall be conditional
on such payment or arrangements, and the Company and any Affiliate shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the Participating Key Employee. The Committee may
establish such procedures as it deems appropriate for the settling of
withholding obligations with Shares, including, without limitation, the
establishment of such procedures as may be necessary to satisfy the requirements
of Rule 16b-3.

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

               (d) Rights and Status of Recipients of Awards. The grant of an
Award shall not be construed as giving a Participating Key Employee the right to
be retained in the employ of the Company or any Affiliate. Further, the Company
or any Affiliate may at any time dismiss a Participating Key Employee from
employment, free from any liability, or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement. Except for
rights accorded under the Plan and under any applicable Award Agreement,
Participating Key Employees shall have no rights as holders of Shares as a
result of the granting of Awards hereunder.

               (e) Unfunded Status of the Plan. Unless otherwise determined by
the Committee, the Plan shall be unfunded and shall not create (or be construed
to create) a trust or a separate fund or funds. The Plan shall not establish any
fiduciary relationship between the Company or the Committee and any
Participating Key Employee or other Person. To the extent any Person holds any
right by virtue of a grant under the Plan, such right (unless otherwise
determined by the Committee) shall be no greater than the right of an unsecured
general creditor of the Company.

               (f) Governing Law. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the internal laws of the State of Wisconsin and applicable
federal law.

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


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<PAGE>

               (h) No Fractional Shares. No fractional Shares or other
securities shall be issued or delivered pursuant to the Plan, any Award
Agreement or any Award, and the Committee shall determine (except as otherwise
provided in the Plan) whether cash, other securities or other property shall be
paid or transferred in lieu of any fractional Shares or other securities, or
whether such fractional Shares or other securities or any rights thereto shall
be canceled, terminated or otherwise eliminated.

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

Section 9.     Effective Date of the Plan

               The Plan shall be effective as of January 30, 1995 subject to
shareholder approval of the Plan within 12 months following the date of adoption
of the Plan by the Board of Directors, and all Awards granted under the Plan
prior to the date of shareholder approval shall be subject to such approval and
the effective date of such Award grants shall be deemed to be the date of such
shareholder approval.

Section 10.    Term of the Plan

               No Award shall be granted under the Plan following the tenth
anniversary of its effective date. However, unless otherwise expressly provided
in the Plan or in an applicable Award Agreement, any Award theretofore granted
may extend beyond such date and, to the extent set forth in the Plan, the
authority of the Committee to amend, alter, adjust, suspend, discontinue or
terminate any such Award, or to waive any conditions or restrictions with
respect to any such Award, and the authority of the Board of Directors of the
Company to amend the Plan, shall extend beyond such date.



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