ENOVA CORPORATION 
               1986 LONG-TERM INCENTIVE PLAN 
 
(Amended and Restated Effective April 25, 1995 
and as Amended Through July 22, 1996) 
 
 
	I.	Purpose of the Plan.  The purpose of the 1986 Long-Term  
Incentive Plan is to promote the interests of Enova Corporation and its  
shareholders by encouraging officers and key employees to acquire stock  
or increase their proprietary interest in the Company.  By thus roviding  
the opportunity to acquire Company stock and receive incentive payments,  
the Company seeks to attract and retain such key employees upon whose  
judgment, initiative, and leadership the success of the Company largely  
depends. 
 
	This amended and restated Plan (a) permits the grant of incentive  
stock options as defined in section 422 of the Internal Revenue Code of  
1986, as amended (the "Code"), as well as options that are not incentive  
Stock options and other awards; (b) extends the term of the Plan; (c)  
adds provisions for the grant of Common Stock to non-employee directors;  
(d) adds an individual grant limitation required by section 162(m) of  
the Code for award income for certain individuals to be tax deductible  
by the Company; and (e) makes certain additional changes. 
 
	2.	Definitions.  Whenever the following terms are used in this  
Plan, they will have the meanings specified below unless the context  
clearly indicates the contrary. 
 
	(a)	"Board of Directors" or "Board" means the Board of Directors  
of Enova Corporation. 
 
	(b)	"Change-in-Control" means (1) the dissolution or liquidation  
of the Company, (2) a reorganization, merger, or consolidation of the  
Company with one or more corporations as a result of which the Company  
is not the surviving corporation, (3) the acquisition of beneficial  
ownership, directly or indirectly, of more than 25% of the voting power  
of the outstanding stock of the Company by one person, group,  
association, corporation, or other entity, (the group) coupled with the  
election to the Board of Directors of new members who were not  
originally nominated by the Board at the last annual meeting and who  
constitute a new majority of the Board or (4) upon the sale of all or  
substantially all the property of the Company.  The term Change-in- 
Control shall not apply to any reorganization or merger initiated  
voluntarily by the Company in which the Company is the surviving  
entity. 
 
	(c)	"Committee" means the committee appointed to administer the  
Plan pursuant to Section 4. 
 
	(d)	"Company" means Enova Corporation and its subsidiaries. 
 
	(e)	"Common Shares" or "Common Stock" means the common shares of  
Enova Corporation and any class of common shares into which such common  
shares may hereafter be converted. 
 
	(f)	"Dividend Equivalent" means the additional amount of Common  
Stock issued in connection with an option, as described in Section 14. 
 
	(g)	"Eligible Person" means an Employee eligible to receive an  
Incentive Award. 
 
	(h)	"Employee" means any regular full-time common-law employee  
of the Company, or of any of its present or future subsidiary  
corporations, as defined in section 424(f) of the Internal Revenue Code  
of 1986, as amended (the "Code"). 
 
	(i)	"Fair Market Value" means the mean of the high and low sale  
prices reported for the Common Stock on the New York Stock Exchange for  
the five (5) trading days immediately preceding the date as of which  
such determination is made. 
 
	(j)	"Good Reason" means termination of employment by the Officer  
when one or more of the following occurs without the Officer's express  
written consent within three years after a change of control: 
 
		(i) an adverse and significant change in the Holder's  
position, duties, responsibilities or status with the Company, or a  
change in business location to a point outside the Company's service  
territory, except in connection with the termination of employment by  
the Company for Cause or Disability, or as a result of Voluntary  
Retirement at or after either the Holder's early (f.i.) or Normal  
Retirement Date (f.ii.) or death, or for other than for Good Reason; 
 
		(ii) a reduction by the Company in base salary or incentive  
compensation opportunity; 
 
		(iii) the taking of any action by the Company to eliminate  
benefit plans without providing substitutes therefore, to reduce  
benefits thereunder or to substantially diminish the aggregate value of  
incentive awards or other fringe benefits including insurance and an  
automobile provided in accordance with the Company's standard policy; or 
 
		(iv) a failure by the Company to obtain from any successor,  
before the succession takes place, an agreement to assume and perform  
this Plan. 
 
	(k)	"Holder" means a person holding an Incentive Award. 
 
	(l)	"Incentive Award" means any Nonqualified Stock Option,  
Incentive Stock Option, Common Stock, Restricted Stock, Stock  
Appreciation Right, Dividend Equivalent, Stock Payment or Performance  
Award granted under the Plan. 
 
	(m)	"Incentive Stock Option" means an option as defined under  
section 422 of the Code, including an Incentive Stock Option granted  
pursuant to Section 8 of the Plan. 
 
	(n)	"Nonqualified Stock Option" means an option other than an  
Incentive Stock option granted pursuant to Section 7 of the Plan. 
 
	(o)	"Option" means either a Nonqualified Stock Option or  
Incentive Stock Option. 
 
	(p)	"Outside Director" shall mean a member of the Board of  
Directors who is not an Employee. 
 
	(q)	"Plan" means the 1986 Long-Term Incentive Plan as amended  
and restated herein, which may be amended from time to time. 
 
	(r)	"Restricted Stock" means Company stock sold or granted to an  
eligible person, which is nontransferable and subject to substantial  
risk of forfeiture until restrictions lapse. 
 
	(s)	"Stock Appreciation Right" or "Right" means a right granted  
pursuant to Section 11 of the Plan to receive a number of shares of  
Common Stock or, in the discretion of the Committee, an amount of cash  
or a combination of share and cash, based on the increase in the Fair  
Market Value or book value of the shares subject to the right. 
 
	(t)	"Performance Award" means an award whose value may be linked  
to stock value, book value, or other specific performance criteria which  
may be set by the Board of Directors, but which is paid in cash, stock,  
or a combination of both. 
 
	(u)	"Stock Payment" means a payment in shares of the Common  
Stock to replace all or any portion of the compensation (other than base  
salary) that would otherwise become payable to an Employee in cash. 
 
	3.	Shares of Common Stock Subject to the Plan.  
 
	(a)	Subject to the provisions of Section 3(c) and Section 15 of  
the Plan, the aggregate number of shares of Common Stock that may be  
issued or transferred pursuant to Incentive Awards or covered by Stock  
Appreciation Rights unrelated to Options under the Plan will not exceed  
2,700,000. 
 
	(b)	The shares to be delivered under the Plan will be made  
available, at the discretion of the Board of Directors or the Committee,  
either from authorized but unissued shares of Common Stock or from  
previously issued shares of Common Stock reacquired by the Company,  
including shares purchased on the open market. 
 
	(c)	If Incentive Awards are forfeited or if Incentive Awards  
terminate for any other reason before being exercised, then such  
Incentive Awards shall again become available for award under the  
Plan. If Stock Appreciation Rights are exercised, then only the number  
of Common Shares (if any) actually issued in settlement of such Stock  
Appreciation Rights shall reduce the number of Common Shares available  
under Section 3(a) and the balance shall again become available for  
award under the Plan.  If Restricted Stock is forfeited before any  
dividends have been paid with respect to such Restricted Stock, then  
such Restricted Stock shall again become available for award under the  
Plan. 
 
	4.	Administration of the Plan. 
 
	(a)	The Plan shall be administered by the Committee.  The  
Committee shall consist of two or more disinterested directors of the  
Company, who shall be appointed by the Board.  A member of the Board  
shall be deemed to be "disinterested" only if he or she satisfies such  
requirements as the Securities and Exchange Commission may establish for  
disinterested administrators acting under plans intended to qualify for  
exemption under Rule 16b-3 under the Securities Exchange Act of 1934 (or  
any other comparable provisions in effect at the time or times in  
question).  An Outside Director shall not fail to be "disinterested"  
solely because he or she receives the grants of Common Stock described  
in Section 6.  The Board may also appoint one or more separate  
committees of the Board, each composed of two or more directors of the  
Company who need not be disinterested, who may administer the Plan with  
respect to Employees who are not officers or directors of the Company,  
may grant Incentive Awards under the Plan to such Employees and my  
determine all terms of such Awards.  Unless and until the Board of  
Directors appoints other members, and subject to the requirement that  
they be "disinterested," the members of the Committee shall be the  
members of the Executive Compensation Committee of the Board of  
Directors, as such Executive Compensation Committee may  
be constituted from time to time. 
 
	(b)	The Committee has and may exercise such powers and authority  
as may be necessary or appropriate for the Committee to carry out its  
functions as described in the Plan.  The Committee has authority in its  
discretion to determine the Eligible Persons to whom, and the time or  
times at which, Incentive Awards may be granted and the number of shares  
or Rights subject to each award.  Subject to the express provisions of  
the Plan, the Committee also has authority to interpret the Plan,  
and to determine the terms and provisions of the respective Incentive  
Award agreements (which need not be identical) and to make all other  
determinations necessary or advisable for Plan administration.   
The Committee has authority to prescribe, amend, and rescind rules and  
regulations relating to the Plan.  All interpretations, determinations,  
and actions by the Committee will be final, conclusive, and binding upon  
all parties. 
 
	(c)	No member of the Board of Directors or the Committee will be  
liable for any action or determination made in good faith by the  
Committee with respect to the Plan or any Incentive and Performance  
Award under it. 
 
	5.	Eligibility and Date of Grant. 
 
	(a)	The Committee has authority, in its sole discretion, to  
determine and designate from time to time those Eligible Persons who are  
to be granted Incentive Awards, the type of Incentive Awards to be  
granted, and the number of Rights, shares of Common Stock, or the amount  
of cash subject to each Incentive Award.  Each Incentive Award will be  
evidenced by a written instrument and may include any other terms and  
conditions consistent with the Plan, as the Committee may determine. 
 
	(b)	the date of grant of an Incentive Award will be the date the  
Committee takes the necessary action to approve the grant; provided,  
however, that if the minutes or appropriate resolutions of the Committee  
provide that an Incentive Award is to be granted as of a date in the  
future, the date of grant will be such future date. 
 
	(c)	any other provisions of the Plan notwithstanding, the  
participation of Outside Directors in the Plan shall be limited such  
that Outside Directors shall receive no Incentive Awards other than the  
Common Stock granted pursuant to Section 6 hereof. 
 
	6.	Outside Director Participation.  Upon the conclusion of each  
regular annual meeting of the Company's shareholders, each incumbent  
Outside Director who will continue serving as a member of the Board  
thereafter shall receive a grant of 300 Common Shares (subject to  
adjustment under Section 15 and prorated for partial year service) in  
consideration of past service as a member of the Board and without  
additional payment for such Common Shares. 
 
	7.	Nonqualified Stock Options.  The Committee may approve the  
grant of Nonqualified Stock Options to Eligible Persons, subject to the  
following terms and conditions: 
 
	(a)	The purchase price of Common Stock under each Nonqualified  
Stock Option may not be less than one hundred percent (100%) of the Fair  
Market Value of the Common Stock on the date the Nonqualified Stock  
Option is granted. 
 
	(b)	No Nonqualified Stock Option may be exercised after ten (10)  
years and one day from the date of grant. 
 
	(c)	No fractional shares will be issued pursuant to the exercise  
of a Nonqualified Stock Option nor will any cash payment be made in lieu  
of fractional shares. 
 
	8.	Incentive Stock Options.  The Committee may approve the  
grant of Incentive Stock Options to Eligible Persons, subject to the  
following terms and conditions: 
 
	(a)	The purchase price of each share of Common Stock under an  
Incentive Stock Option will be at least equal to the Fair Market Value  
of a share of the Common Stock on the date of grant; provided, however,  
that if an Employee, at the time an Incentive Stock Option is granted,  
owns stock representing more than ten percent (10%) of the total  
combined voting power of all classes of stock of the Company (as defined  
in section 424 of the Code), then the Exercise Price of each share of  
Common Stock subject to such Incentive Stock Option shall be at least  
one hundred and ten percent (110%) of the Fair Market Value of such  
share of Common Stock, as determined in the manner stated  
above. 
 
	(b)	No Incentive Stock Option may be exercised after ten (10)  
years from the date of grant; provided, however, that if any Employee,  
at the time an Incentive Stock Option is granted to him, owns stock  
representing more than ten percent (10%) of the total combined voting  
power of all classes of stock of the Company (as defined in Section 424  
of the Code), the Incentive Stock Option granted shall not be xercisable  
after the expiration of five (5) years from the date of grant. 
 
	(c)	No fractional shares will be issued pursuant to the exercise  
of an Incentive Stock Option nor will any cash payment be made in lieu  
of fractional shares. 
 
	9.	Option Rules.  Options granted to any Eligible Person prior  
to April 24, 2005, together with Stock Appreciation Rights granted  
pursuant to Section 11 hereof during the period, shall in no event cover  
more than 270,000 shares of Common Stock.  The purchase price under each  
Option may be paid in cash, cash equivalents or secured notes acceptable  
to the Committee, by arrangement with a broker which is acceptable to  
the Committee where payment of the option price is made pursuant to an  
irrevocable direction to the broker to deliver all or part of the  
proceeds from the sale of the Option shares to the Company, by the  
surrender of shares of Common Stock owned by the Holder exercising  
the option and having a Fair Market Value on the date of exercise equal  
to the purchase price or in any combination of the foregoing.  Each  
Option granted to an Eligible Person shall be exercisable in such  
manner and at such times as the Committee shall determine.  The  
Committee may modify, accelerate the exercisability of, extend or assume  
outstanding Options or may accept the cancellation of  
outstanding options (whether granted by the Company or by another  
issuer) in return for the grant of new Options for the same or a  
different number of shares and at the same or a different purchase  
price.  The foregoing notwithstanding, no modification of an Option  
shall, without the consent of the Holder, alter or impair his or her  
rights or obligations under such Option. 
 
	10.	Restricted Stock.  The Committee may approve the grant of  
Restricted Stock related or unrelated to Nonqualified Stock Options or  
Stock Appreciation Rights to Eligible Persons, subject to the following  
terms and conditions: 
 
	(a)	The Committee in its discretion will determine the purchase  
price. 
 
	(b)	All shares of Restricted Stock sold or granted pursuant to  
the Plan (including any shares of Restricted Stock received by the  
Holder as a result of stock dividends, stock splits, or any other forms  
of capitalization) will be subject to the following restrictions: 
 
		(i)	The shares may not be sold, transferred, or otherwise  
alienated or hypothecated until the restrictions are removed or expire. 
		 
		(ii)	The Committee may require the Holder to enter into an  
escrow agreement providing that the certificates representing Restricted  
Stock sold or granted pursuant to the Plan will remain in the physical  
custody of an escrow holder until all restrictions are removed or  
expire. 
 
		(iii) Each certificate representing Restricted Stock sold or  
granted pursuant to the Plan will bear a legend making appropriate  
reference to the restrictions imposed on the Restricted Stock. 
 
		(iv) The Committee may impose restrictions on any shares  
sold pursuant to the Plan as it may deem advisable, including, without  
limitation, restrictions designed to facilitate exemption from or  
compliance with the Securities Exchange Act of 1934, as amended, with  
requirements of any stock exchange upon which such shares or shares of  
the same class are then listed and with any blue sky or other securities  
laws applicable to such shares. 
 
	(c)	The restrictions imposed under subparagraph (b) above upon  
Restricted Stock will lapse in accordance with a schedule or other  
conditions as determined by the Committee, subject to the provisions of  
Section 17, subparagraph (d). 
 
	(d)	Subject to the provisions of subparagraph (b) above and  
Section 17, subparagraph (d), the holder will have all rights of a  
shareholder with respect to the Restricted Stock granted or sold,  
including the right to vote the shares and receive all dividends and  
other distributions paid or made with  
respect thereto. 
 
	(e)	Notwithstanding the provisions of subparagraph (b) above and  
Section 17, subparagraph (d), Restricted Stock granted or sold may be  
held by the trustee of a revocable inter vivos trust, approved by the  
Company, established in whole or in part by the Holder and/or the  
Holder's spouse.  So long as the Holder is still an employee, transfer  
to such trust shall not violate the provisions of subparagraph (b) above  
and ownership by such trust shall not invoke any right or  
obligation of the Company under Section 17, subparagraph (d). 
 
	11.	Stock Appreciation Rights.  The Committee may approve the  
grant of Rights related or unrelated to Options to Eligible Persons,  
subject to the following terms and conditions: 
 
	(a)	A Stock Appreciation Right may be granted: 
 
		(i) at any time if unrelated to an option; 
 
		(ii) either at the time of grant, or at any time thereafter  
during the option term if related to a Nonqualified Stock Option; or 
 
		(iii) only at the time of grant if related to an Incentive  
Stock Option; 
 
however, Stock Appreciation Rights granted to any Eligible Person prior  
to April 24, 2005, together with Options granted pursuant to Sections 7  
or 8 hereof during the period, shall in no event cover more than 270,000  
shares of Common Stock. 
 
	(b)	A Stock Appreciation Right granted in connection with an  
Option will entitle the Holder of the related Option, upon exercise of  
the Stock Appreciation Right, to surrender such Option, or any portion  
thereof to the extent unexercised, with respect to the number of shares  
as to which such Stock Appreciation Right is exercised, and to receive  
payment of an amount computed pursuant to Section 11(d).  Such Option  
will, to the extent surrendered, then cease to be exercisable. 
 
	(c)	Subject to Section 11(g), a Stock Appreciation Right granted  
in connection with an Option hereunder will be exercisable at such time  
or times, and only to the extent that a related Option is exercisable,  
and will not be transferable except to the extent that such related  
Option is exercisable, and will not be transferable except to the extent  
that such related Option may be transferable. 
 
	(d)	Upon the exercise of a Stock Appreciation Right related to  
an Option, the Holder will be entitled to receive payment of an amount  
determined by multiplying: 
 
		(i)	The difference obtained by subtracting the purchase  
price of a share of Common Stock specified in the related Option from  
the Fair Market Value of a share of Common Stock on the date of exercise  
of such Stock Appreciation Right, by 
 
		(ii) The number of shares as to which such Stock  
Appreciation Right has been exercised. 
 
	(e)	The Committee may grant Stock Appreciation Rights unrelated  
to Options to Eligible Persons which will be exercisable at such times  
as the Committee shall determine.  Section 11(d) shall be used to  
determine the amount payable at exercise under such Stock Appreciation  
Right if Fair Market Value is used, except that Fair Market Value shall  
not be used if the Committee specified in the grant of the Right that  
book value or other measure as deemed appropriate by the Committee was  
to be used, and in lieu of "price. . .specified in the related option,"  
the initial share value specified in the award shall be used. 
 
	(f)	Payment of the amount determined under Section 11(d) or (e)  
may be made solely in whole shares of Common Stock in a number  
determined at their Fair Market Value on the date of exercise of the  
Stock Appreciation Right or alternatively, at the sole discretion of the  
Committee, solely in cash or in a combination of cash and shares as the  
Committee deems advisable.  If the Committee decides to make full  
payment in shares of Common Stock, and the amount payable results in a  
fractional share, payment for the fractional share will be made in cash. 
 
	(g)	The Committee shall, at the time a Stock Appreciation Right  
is granted, impose such conditions on the exercise of the Stock  
Appreciation Right as may be required to satisfy the requirements of  
Rule 16b-3 under the Securities Exchange Act of 1934 (or any other  
comparable provisions in effect at the time or times in question).  In  
addition, a Stock Appreciation Right granted under the Plan may provide  
that it will be exercisable only in the event of a Change-in-Control. 
 
	12.	Performance Awards.  The Committee may approve Performance  
Awards to Eligible Persons.  Such awards may be based on Common Stock  
performance over a period determined in advance by the Committee or any  
other measures as determined appropriate by the Committee.  Payment will  
be in cash unless replaced by a Stock Payment in full or in part as  
determined by the  
Committee. 
 
	13.	Stock Payment.  The Committee may approve Stock Payments of  
Common Stock to Eligible Persons for all or any portion of the  
compensation (other than base salary) that would otherwise become  
payable to an Employee in cash. 
 
	14.	Dividend Equivalents.  A Holder may also be granted at no  
additional cost "Dividend Equivalents" based on the dividends declared  
on the Common Stock on record dates during the period between the date  
an Option is granted and the date such Option is exercised, or such  
other equivalent period, as determined by the Committee.  Such Dividend  
Equivalents shall be converted to additional shares or cash by such  
formula as may be determined by the Committee. 
 
	Dividend Equivalents shall be computed, as of each dividend record  
date, both with respect to the number of shares under the Option and  
with respect to the number of Dividend Equivalent shares previously  
earned by the Holder (or his successor in interest) and not issued  
during the period prior to the dividend record date. 
 
	15.	Adjustment Provisions. 
 
	(a)	Subject to Section 15(b), if the outstanding shares of  
Common Stock are increased, decreased, or exchanged for a different  
number or kind of shares or other securities, or if additional shares or  
new or different shares or other securities are distributed with respect  
to such shares of Common Stock or other securities, through merger,  
consolidation, sale of all or substantially all of the property of the  
Company, reorganization, recapitalization, reclassification, stock  
dividend, stock split, reverse stock split or other distribution with  
respect to such shares of Common Stock, or other securities, an  
appropriate and proportionate adjustment may be made in (i) the maximum  
number and kind of shares provided in Section 3 of the Plan, (ii) the  
number and kind of shares or other securities subject to the then  
outstanding Incentive Awards, and (iii) the price for each share or  
other unit of any other securities subject to then outstanding Incentive  
Awards without change in the aggregate purchase price or value as to  
which Incentive Awards remain exercisable or subject to restrictions. 
 
	(b)	Unless a successor corporation, or its parent or a  
subsidiary, agrees to substitute new options, stock appreciation rights,  
performance awards or restricted stock covered by its stock, with  
appropriate adjustments as to the number and kind of shares and price,  
for all Incentive Awards then outstanding and to continue the Plan, all  
Incentive Awards then outstanding under the Plan shall be fully vested  
and exercisable without restrictions upon a Change-in-Control.  Even if  
the substitution of new awards and the continuation of the Plan are  
provided for upon a Change-in-Control, as described in the preceding  
sentence, all Incentive Awards then outstanding under the Plan shall  
immediately become fully vested and exercisable without restrictions by  
any Holder who within three years after a Change-in-Control occurs is  
terminated for reasons other than cause, retirement, death, or  
disability or who terminates employment due to Good Reason. 
 
	(c)	Despite the provisions of Section 15(a), upon dissolution or  
liquidation of the Company, or upon a reorganization, merger, or  
consolidation of the Company with one or more corporations as a result  
of which the Company is not the surviving corporation, or upon the sale  
of all or substantially all the property of the Company, all Options,  
Stock Appreciation Rights, and Performance Awards then outstanding under  
the Plan will be fully vested and exercisable and all restrictions on  
Restricted Stock will immediately cease, unless provisions are made in  
connection with such transaction for the continuance of the Plan and the  
substitution for such Incentive Awards of new Options, Stock  
Appreciation Rights, Performance Awards, or Restricted Stock covering  
the stock of a successor employer corporation, or a parent or subsidiary  
thereof, with appropriate adjustments as to the number and kind of  
shares and prices. 
 
	(d)	Adjustments under Section 15(a) and 15(b) will be made by  
the Committee, whose determination as to what adjustments will be made  
and the extent thereof will be final, binding, and conclusive.  No  
fractional interest will be issued under the Plan on account of any such  
adjustments. 
 
	16.	General Provisions. 
 
	(a)	With respect to any shares of Common Stock issued or  
transferred under any provision of the Plan, such shares may be issued  
or transferred subject to such conditions, in addition to those  
specifically provided in the Plan, as the Committee may direct. 
 
	(b)	Nothing in the Plan or in any instrument executed pursuant  
to the Plan will confer upon any Holder any right to continue in the  
employ of the Company or any of its subsidiaries or affect the right of  
the Company to terminate the employment of any Holder at any time and  
for any reason. 
 
	(c)	No shares of Common Stock will be issued or transferred  
pursuant to an Incentive Award unless and until all then applicable  
requirements imposed by federal and state securities and other laws,  
rules, and regulations and by any regulatory agencies having  
jurisdiction, and by any stock exchanges upon which the Common Stock may  
be listed, have been fully met.  As a condition precedent to the issue  
of shares pursuant to the grant or exercise of an Incentive Award, the  
Company may require the Holder to take any reasonable action to meet  
such requirements. 
 
	(d)	No Holder (individually or as a member of a group) and no  
beneficiary or other person claiming under or through such Holder will  
have any right, title, or interest in or to any shares of Common Stock  
allocated or reserved under the Plan or subject to any Incentive Award  
except as to such shares of Common Stock, if any, that have been issued  
or transferred to such Holder. 
 
	(e)	The Company may make such provisions as it deems appropriate  
to withhold any taxes which it determines it is required to withhold in  
connection with any Incentive or Performance Award. 
 
	(f)	No Incentive Award and no right under the Plan, contingent  
or otherwise, will be assignable or subject to any encumbrance, pledge  
(other than a pledge to secure a loan from the Company), or charge of  
any nature except that, under such rules and regulations as the Company  
may establish pursuant to the terms of the Plan, a beneficiary may be  
designated with respect to an Incentive Award in the event of death of a  
Holder of such Incentive Award.  If such beneficiary is the executor  
or administrator of the estate of the Holder of such Incentive Award,  
any rights with respect to such Incentive Award may be transferred to  
the person or persons or entity (including a trust) entitled thereto  
under the will of the Holder of such Incentive Award, or, in the case of  
intestacy, under the laws relating to intestacy.  Except as permitted by  
the Committee, no Incentive Award which is comprised of a "derivative  
security," as that term is defined in the Rules promulgated under  
Section 16 of the Exchange Act, which includes Incentive Stock Options,  
Nonqualified Stock Options, Stock Appreciation Rights, or Performance  
Awards, shall be transferable by any Eligible Person other than by will  
or the laws of descent and distribution or pursuant to a qualified  
domestic relations order. 
 
	(g)	The Committee may permit a Holder to satisfy all or part of  
his or her withholding or income tax obligations by having the Company  
withhold all or a portion of any Common Stock that otherwise would be  
issued to him or her or by surrendering all or a portion of any Common  
Stock that he or she previously acquired.  Such Common Stock shall be  
valued at its Fair Market Value on the date when taxes otherwise would  
be withheld in cash.  Any payment of taxes by assigning Common Stock to  
the Company may be subject to restrictions, including any restrictions  
required by rules of the Securities and Exchange Commission. 
 
	17.	Amendment and Termination. 
 
	(a)	The Board of Directors will have the power, in its  
discretion, to amend, suspend, or terminate the Plan at any time, except  
that the provisions of Section 6 relating to Common Stock grants to  
Outside Directors shall not be amended more than once in any six-month  
period after the Plan becomes effective.  An amendment of the Plan shall  
be subject to the approval of the Company's shareholders only to the  
extent required by applicable laws, regulations and or rules. 
 
	(b)	The Committee may, with the consent of a Holder, make such  
modifications in the terms and conditions of the Incentive Award as it  
deems advisable or cancel the Incentive Award (with or without  
consideration) with the consent of the Holder. 
 
	(c)	No amendment, suspension, or termination of the Plan will,  
without the consent of the Holder, alter, terminate, impair, or  
adversely affect any right or obligation under any Incentive Award  
previously granted under the Plan. 
 
	(d)	In the event a Holder of Restricted Stock ceases to be an  
Employee, all such Holder's Restricted Stock which remains subject to  
substantial risk of forfeiture at the time his or her employment  
terminates will be repurchased by the Company at the original price at  
which such Restricted Stock had been purchased unless the Committee  
determines otherwise. 
 
	(e)	In the event a Holder of a Performance Award ceases to be an  
Employee, all such Holder's Performance Awards will terminate except in  
the case of retirement, death, or permanent and total disability.  The  
Committee, in its discretion, may authorize full or partial payment of  
Performance Awards in all cases involving retirement, death, or  
permanent and total disability. 
 
	(f)	The Committee may in its sole discretion determine, with  
respect to an Incentive Award, that any Holder who is on unpaid leave of  
absence for any reason will be considered as still in the employ of the  
Company, provided that rights to such Incentive Award during an unpaid  
leave of absence will be limited to the extent to which such right was  
earned or vested at the commencement of such leave of absence. 
 
	18.	Effective Date of Plan and Duration of Plan.  This amended  
and restated Plan will become effective upon approval by the  
shareholders of the Company within twelve (12) months following the date  
of its adoption by the Board of Directors.  Unless previously terminated  
by the Board of Directors, the Plan will terminate ten (10) years after  
its approval by the shareholders of the Company.