EXHIBIT 4.7

                            OXFORD HEALTH PLANS, INC.

                             1991 STOCK OPTION PLAN,
                         AS AMENDED THROUGH MAY 11, 2000


                      I. ESTABLISHMENT OF PLAN; DEFINITIONS

1. Purpose. The purpose of the Oxford Health Plans, Inc. 1991 Stock Option Plan
is to provide an incentive to key Employees, Directors and Consultants of Oxford
Health Plans, Inc. (the "Corporation"), who are in a position to contribute
materially to the long-term success of the Corporation, to increase their
interest in the Corporation's welfare, and to aid in attracting and retaining
Employees, Directors and Consultants of outstanding ability.

2. Definitions. Unless the context clearly indicates otherwise, the following
terms shall have the meanings set forth below:

         (a)      "Board" shall mean the Board of Directors of the Corporation.

         (b)      "Change in Control" shall mean the occurrence of any of the
                  following events:

                  Any "person" (as defined below) is or becomes the "beneficial
                  owner" (as defined in Rule 13d-3 under the Securities Exchange
                  Act of 1934), directly or indirectly, of securities of the
                  Corporation representing 30% or more of the total voting power
                  represented by the Corporation's then outstanding voting
                  securities; or

                  A change in the composition of the Board occurs, as a result
                  of which fewer than two-thirds of the incumbent directors are
                  directors who either (i) had been directors of the Corporation
                  on the "look-back date" (as defined below) or (ii) were
                  elected, or nominated for election, to the Board with the
                  affirmative votes of at least a majority of the directors who
                  had been directors of the Corporation on the "look-back date"
                  and who were still in office at the time of the election or
                  nomination; or

                  The stockholders of the Corporation approve a merger or
                  consolidation of the Corporation with any other corporation,
                  other than a merger or consolidation which would result in the
                  voting securities of the Corporation outstanding immediately
                  prior thereto continuing to represent (either by remaining
                  outstanding or by being converted into voting securities of
                  the surviving entity) at


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                  least 80% of the total voting power represented by the voting
                  securities of the Corporation or such surviving entity
                  outstanding immediately after such merger or consolidation; or

                  The stockholders of the Corporation approve (i) a plan of
                  complete liquidation of the Corporation or (ii) an agreement
                  for the sale or disposition by the Corporation of all or
                  substantially all of the Corporation's assets.

                  For purposes of this Subsection (b), the term "person" shall
                  have the same meaning as when used in sections 13(d) and 14(d)
                  of the Securities Exchange Act of 1934, but shall exclude (i)
                  a trustee or other fiduciary holding securities under an
                  employee benefit plan of the Corporation or of a parent or
                  subsidiary of the Corporation, and (ii) a corporation owned
                  directly or indirectly by the stockholders of the Corporation
                  in substantially the same proportions as their ownership of
                  the common stock of the Corporation.

                  For purposes of this Subsection (b), the term "look-back date"
                  shall mean the date 24 months prior to the change in the
                  composition of the Board.

                  Any other provision of this Section 2(b) notwithstanding, the
                  term "Change in Control" shall not include either of the
                  following events, if undertaken at the election of the
                  Corporation:

                           (i)      A transaction, the sole purpose of which is
                                    to change the state of the Corporation's
                                    incorporation; or

                           (ii)     A transaction, the result of which is to
                                    sell all or substantially all of the assets
                                    of the Corporation to another corporation
                                    (the "surviving corporation"); provided that
                                    the surviving corporation is owned directly
                                    or indirectly by the stockholders of the
                                    Corporation immediately following such
                                    transaction in substantially the same
                                    proportions as their ownership of the
                                    Corporation's common stock immediately
                                    preceding such transaction; and provided,
                                    further, that the surviving corporation
                                    expressly assumes this Plan and all
                                    outstanding Stock Options.

         (c)      "Code" shall mean the Internal Revenue Code of 1986, as it may
                  be amended from time to time.

         (d)      "Committee" shall mean a committee whose members shall, from
                  time to time, be appointed by the Board; provided, however,
                  that on such date as the Corporation's Stock is first
                  registered under Section 12 of the Securities Exchange Act of
                  1934 such committee shall consist of at lease two Directors,
                  all of whom are non-employees within the meaning of Rule 16b-3
                  under the Securities Exchange Act of 1934.


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         (e)      "Consultant" shall mean any person retained by the Corporation
                  or any of its subsidiaries to render services on a consulting
                  basis.

         (f)      "Corporation" shall mean Oxford Health Plans, Inc., a Delaware
                  corporation, and any successor thereto.

         (g)      "Directors" shall mean those members of the Board of Directors
                  of the Corporation who are not Employees.

         (h)      "Disability" shall mean a medically determinable physical or
                  mental condition which causes an Employee, Director or
                  Consultant to be unable to engage in any substantial gainful
                  activity and which can be expected to result in death or to be
                  of long-continued and indefinite duration.

         (i)      "Employee" shall mean any common law employee, including
                  officers, of the Corporation or any of its subsidiaries as
                  determined in the Code and the Treasury Regulations
                  thereunder.

         (j)      "Fair Market Value" shall mean the fair market value of the
                  Stock as determined by the Committee on the basis of a review
                  of the facts and circumstances at the time.

         (k)      "Grantee" shall mean an Employee, Director or Consultant
                  granted a Stock Option under this Plan.

         (l)      "Incentive Stock Option" shall mean an option granted pursuant
                  to the Incentive Stock Option provisions as set forth in Part
                  II of this Plan.

         (m)      "Non-Qualified Stock Option" shall mean an option granted
                  pursuant to the Non-Qualified Stock Option provisions as set
                  forth in Part III of this Plan.

         (n)      "Plan" shall mean the Oxford Health Plans, Inc. 1991 Stock
                  Option Plan as set forth herein and as amended from time to
                  time.

         (o)      "Stock" shall mean authorized but unissued shares of the
                  Common Stock of the Corporation or reacquired shares of the
                  Corporation's Common Stock.

         (p)      "Stock Option" shall mean an option granted pursuant to the
                  Plan to purchase shares of Stock.

         (q)      "Ten Percent Stockholder" shall mean an Employee, who at the
                  time a Stock Option is granted owns stock possessing more than
                  ten percent (10%) of the total combined voting power of all
                  Stock of the Corporation or of its parent or subsidiary
                  corporation.


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3. Shares of Stock Subject to the Plan. Subject to the provisions of Paragraph 2
of Part IV, the number of shares of Stock which may be issued or transferred
pursuant to Stock Options granted under the Plan shall not exceed 30,580,000
shares in the aggregate. If a Stock Option shall expire and terminate for any
reason, in whole or in part, without being exercised, the number of shares of
Stock as to which such expired or terminated Stock Option shall not have been
exercised may again become available for the grant of Stock Options. There shall
be no terms and conditions in a Stock Option which provide that the exercise of
an Incentive Stock Option reduces the number of shares of Stock for which an
outstanding Non-Qualified Stock Option may be exercised; and there shall be no
terms and conditions in a Stock Option which provide that the exercise of a
Non-Qualified Stock Option reduces the number of shares of Stock for which an
outstanding Incentive Stock Option may be exercised.

4. Administration of the Plan. The Plan shall be administered by the Committee.
Subject to the express provisions of the Plan, the Committee shall have
authority to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to it, to determine the terms and provisions of Stock
Option agreements, and to make all other determinations necessary or advisable
for the administration of the Plan. Any controversy or claim arising out of or
related to this Plan shall be determined unilaterally by and at the sole
discretion of the Committee.

5. Amendment or Termination. The Board may, at any time, alter, amend, suspend,
discontinue, or terminate this Plan; provided, however, that such action shall
not adversely affect the right of Grantees to Stock Options previously granted
and no amendment, without the approval of the stockholders of the Corporation,
shall increase the maximum number of shares which may be awarded under the Plan
in the aggregate, materially increase the benefits accruing to Grantees under
the Plan, change the class of Employees eligible to receive options under the
Plan, or materially modify the eligibility requirements for participation in the
Plan.

6. Effective Date and Duration of the Plan. The Plan shall become effective upon
its approval by the Board subject to its subsequent approval by the stockholders
of the Corporation. This Plan shall terminate fifteen years from the date the
Plan becomes effective, and no Stock Option may be granted under the Plan
thereafter, but such termination shall not affect any Stock Option theretofore
granted.

7. Limitation on Grants. Subject to the provisions of Paragraph 2 of Part IV, no
individual optionee may be granted Stock Options to purchase more than 2,000,000
shares of Stock in any calendar year.



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                      II. INCENTIVE STOCK OPTION PROVISIONS

1.       Granting of Incentive Stock Options.

         (a)      Only key Employees of the Corporation shall be eligible to
                  receive Incentive Stock Options under the Plan. Directors of
                  the Corporation who are not also Employees shall not be
                  eligible for Incentive Stock Options.

         (b)      The purchase price of each share of Stock subject to an
                  Incentive Stock Option shall not be less than 100% of the Fair
                  Market Value of a share of the Stock on the date the Incentive
                  Stock Option is granted; provided, however, that (i) the
                  purchase price of each share of Stock subject to an Incentive
                  Stock Option granted to a Ten Percent Stockholder shall not be
                  less than 110% of the Fair Market Value of a share of the
                  Stock on the date the Incentive Stock Option is granted and
                  (ii) in the event an Incentive Stock Option is subject to
                  stockholder approval, the date of grant of such Incentive
                  Stock Option for purposes of the Plan shall be the date of
                  such stockholder approval.

         (c)      No Incentive Stock Option shall be exercisable more than seven
                  years from the date the Incentive Stock Option was granted;
                  provided, however, that an Incentive Stock Option granted to a
                  Ten Percent Stockholder shall not be exercisable more than
                  five years from the date the Incentive Stock Option was
                  granted.

         (d)      The Committee shall determine and designate from time to time
                  those Employees who are to be granted Incentive Stock Options
                  and specify the number of shares subject to each Incentive
                  Stock Option.

         (e)      Notwithstanding any other provisions hereof, the aggregate
                  Fair Market Value (determined at the time the option is
                  granted) of the Stock with respect to which Incentive Stock
                  Options are exercisable for the first time by the Employee
                  during any calendar year (under all such plans of the
                  Grantee's employer corporation and its parent and subsidiary
                  corporations) shall not exceed $100,000.

         (f)      The Committee, in its sole discretion, shall determine whether
                  any particular Incentive Stock Option shall become exercisable
                  in one or more installments, specify the installment dates and
                  determine the total period during which the Incentive Stock
                  Option is exercisable. The Committee may make provision for
                  accelerated exercisability of Incentive Stock Options in the
                  event of the Optionee's death, disability or retirement or
                  other events. Further, the Committee may make such other
                  provisions as may appear generally acceptable or desirable to
                  the Committee or necessary to qualify its grants under the
                  provisions of Section 422 of the Code.




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         (g)      The Committee may grant at any time new Incentive Stock
                  Options to an Employee who has previously received Incentive
                  Stock Options or other options whether such prior Incentive
                  Stock Options or other options are still outstanding, have
                  previously been exercised in whole or in part, or are
                  cancelled in connection with the issuance of new Incentive
                  Stock Options. The purchase price of the new Incentive Stock
                  Options may be established by the Committee without regard to
                  the existing Incentive Stock Options or other options.

         (h)      The Committee may determine, at the time of granting an
                  Incentive Stock Option or thereafter, that such Incentive
                  Stock Option shall become fully exercisable as to all Stock
                  subject to such Incentive Stock Option in the event that a
                  Change of Control occurs with respect to the Corporation. If
                  the Committee finds that there is a reasonable possibility
                  that, within the succeeding six months, a Change in Control
                  will occur with respect to the Corporation, then the Committee
                  at its sole discretion may determine that any or all
                  outstanding Incentive Stock Options shall become fully
                  exercisable as to all Stock subject to such Incentive Stock
                  Options.

2.       Exercise of Incentive Stock Options.

         (a)      Except as otherwise provided by the Committee, the option
                  price of an Incentive Stock Option shall be payable on
                  exercise of the option (i) in cash or by check, bank draft or
                  postal or express money order, (ii) by the surrender of Stock
                  then owned by the Grantee, provided that the stock surrendered
                  by the Grantee has been owned by the Grantee for at least six
                  (6) months, or (iii) partially in accordance with clause (i)
                  and partially in accordance with clause (ii) of this
                  Paragraph. In no event shall payment of the exercise price of
                  an Incentive Stock Option be made by a promissory note or a
                  loan by the Corporation. Shares of Stock so surrendered in
                  accordance with clause (ii) or (iii) shall be valued at the
                  Fair Market Value thereof on the date of exercise, surrender
                  of such Stock to be evidenced by delivery of the
                  certificate(s) representing such shares in such manner, and
                  endorsed in such form, or accompanied by stock powers endorsed
                  in such form, as the Committee may determine.

3.       Termination of Employment.

         (a)      Except as otherwise provided by the Committee, if a Grantee's
                  employment is terminated (other than by Disability or death)
                  the term of any then outstanding Incentive Stock Option held
                  by the Grantee shall extend for a period ending on the earlier
                  of the date on which such option would otherwise expire or
                  three months after such termination of employment, and such
                  option shall be exercisable to the extent it was exercisable
                  as of the date of termination of employment.

         (b)      If a Grantee's employment is terminated by reason of
                  Disability, the term of any then outstanding Incentive Stock
                  Option held by the Grantee shall extend for a period ending on
                  the earlier of the date on which such option would otherwise


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                  expire or three months after the Grantee's last date of
                  employment, and such option shall be exercisable to the extent
                  it was exercisable as of such last date of employment.

         (c)      If a Grantee's employment is terminated by death, the
                  representative of his estate or beneficiaries thereof to whom
                  the option has been transferred shall have the right during
                  the three-month period following his death to exercise any
                  then outstanding Incentive Stock Options in whole or in part.
                  If a Grantee dies within three-months after his retirement
                  without having fully exercised any then outstanding Incentive
                  Stock Options, the representative of his estate or
                  beneficiaries thereof to whom the option has been transferred
                  shall have the right during such three-month period to
                  exercise such options in whole or in part. The number of
                  shares of Stock in respect of which an Incentive Stock Option
                  may be exercised after a Grantee's death shall be the number
                  of shares in respect of which such option could be exercised
                  as of the date of the Grantee's death or retirement, whichever
                  occurs first. In no event may the period for exercising an
                  Incentive Stock Option extend beyond the date on which such
                  option would otherwise expire.

         (d)      The Board may grant a leave of absence to any Grantee for
                  purposes of continuing such Grantee's employment with the
                  Corporation or its subsidiaries.


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                     III. NON-QUALIFIED STOCK OPTION PROVISIONS

1.       Granting of Stock Options.

         (a)      Key Employees and Consultants of the Corporation shall be
                  eligible to receive Non-Qualified Stock Options under the
                  Plan. Directors of the Corporation, excluding members of the
                  Committee, who are not also Employees shall also be eligible
                  to receive Non-Qualified Stock Options.

         (b)      The Committee shall determine and designate from time to time
                  those Employees, Directors and Consultants who are to be
                  granted Non-Qualified Stock Options and the amount subject to
                  each Non-Qualified Stock Option.

         (c)      The Committee may grant at any time new Non-Qualified Stock
                  Options to an Employee, Director or Consultant who has
                  previously received Non-Qualified Stock Options or other
                  options, whether such prior Non-Qualified Stock Options or
                  other options are still outstanding, have previously been
                  exercised in whole or in part, or are canceled in connection
                  with the issuance of new Non-Qualified Stock Options.

         (d)      When granting a Non-Qualified Stock Option, the Committee
                  shall determine the purchase price of the Stock subject
                  thereto. Such price shall not be less than 100% of the Fair
                  Market Value of such Stock on the date the Non-Qualified Stock
                  Option is granted; provided, however, that in the event a
                  Non-Qualified Stock Option is subject to stockholder approval,
                  the date of grant of such Non-Qualified Stock Option for
                  purposes of the Plan shall be the date of such stockholder
                  approval.

         (e)      The Committee, in its sole discretion, shall determine whether
                  any particular Non-Qualified Stock Option shall become
                  exercisable in one or more installments, specify the
                  installment dates and determine the total period during which
                  the Non-Qualified Stock Option is exercisable. The Committee
                  may make provision for accelerated exercisability of
                  Non-Qualified Stock Options in the event of the Optionee's
                  death, disability or retirement or other events. Further, the
                  Committee may make such other provisions as may appear
                  generally acceptable or desirable to the Committee.

         (f)      No Non-Qualified Stock Option shall be exercisable more than
                  seven years from the date such option is granted.

         (g)      The Committee may determine, at the time of granting a
                  Non-Qualified Stock Option or thereafter, that such
                  Non-Qualified Stock Option shall become fully exercisable as
                  to all Stock subject to such Non-Qualified Stock Option in the
                  event that a Change of Control occurs with respect to the
                  Corporation. If the Committee finds that there is a reasonable
                  possibility that, within the succeeding six months, a Change
                  in Control will occur with respect to the Corporation, then


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                  the Committee at its sole discretion may determine that any or
                  all outstanding Non-Qualified Stock Options shall become fully
                  exercisable as to all Stock subject to such Non-Qualified
                  Stock Options.

2. Exercise of Stock Options. The option price of a Non-Qualified Stock Option
shall be payable on exercise of the option (i) in cash or by check, bank draft
or postal or express money order, (ii) by the surrender of Stock then owned by
the Grantee, provided that the stock surrendered by the Grantee has been owned
by the Grantee for at least six (6) months, or (iii) partially in accordance
with clause (i) and partially in accordance with clause (ii) of this Paragraph.
In no event shall payment of the exercise price of a Non-Qualified Stock Option
be made by a promissory note or a loan by the Corporation. Shares of Stock so
surrendered in accordance with clause (ii) or (iii) shall be valued at the Fair
Market Value thereof on the date of exercise, surrender of such to be evidenced
by delivery of the certificate(s) representing such shares in such manner, and
endorsed in such form, or accompanied by stock powers endorsed in such form, as
the Committee may determine.

3.       Termination of Employment.

         (a)      Except as otherwise provided by the Committee, if a Grantee's
                  employment is terminated, a Director Grantee ceases to be a
                  Director or a Consultant Grantee ceases to be a Consultant
                  (other than by Disability or death), the term of any then
                  outstanding Non-Qualified Stock Option held by the Grantee
                  shall extend for a period ending on the earlier of the date on
                  which such option would otherwise expire or three months after
                  such termination of employment or cessation of being a
                  Director or a Consultant, and such option shall be exercisable
                  to the extent it was exercisable as of the date of termination
                  of employment or cessation of being a Director or a
                  Consultant.

         (b)      If a Grantee's employment is terminated by reason of
                  Disability, a Director Grantee ceases to be a Director by
                  reason of Disability or a Consultant Grantee ceases to be a
                  Consultant by reason of Disability, the term of any then
                  outstanding Non-Qualified Stock Option held by the Grantee
                  shall extend for a period ending on the earlier of the date on
                  which such option would otherwise expire or three months after
                  the Grantee's last date of employment or being a Director or
                  Consultant, and such option shall be exercisable to the extent
                  it was exercisable as of such last date of employment or
                  cessation of being a Director or Consultant.

         (c)      If a Grantee's employment is terminated by death or a Director
                  Grantee ceases to be a Director or Consultant by reason of
                  death, the representative of his estate or beneficiaries
                  thereof to whom the option has been transferred shall have the
                  right during the three-month period following his death to
                  exercise any then outstanding Non-Qualified Stock Options in
                  whole or in part. If a Grantee dies within three-months after
                  his retirement without having fully exercised any then
                  outstanding Non-Qualified Stock Options, the representative of
                  his estate or beneficiaries thereof to whom the option has
                  been transferred shall have the right during such three month
                  period to exercise such options in whole or in part. The


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                  number of shares of Stock in respect of which a Non-Qualified
                  Stock Option may be exercised after a Grantee's death shall be
                  the number of shares of Stock in respect of which such option
                  could be exercised as of the date of the Grantee's death or
                  retirement, whichever first occurs. In no event may the period
                  for exercising a Non-Qualified Stock Option extend beyond the
                  date on which such option would otherwise expire.

         (d)      The Board may grant a leave of absence to any Grantee for
                  purposes of continuing such Grantee's employment with the
                  Corporation or its subsidiaries.

                             IV. GENERAL PROVISIONS

1. Substitution of Options. In the event of a corporate merger or consolidation,
or the acquisition by the Corporation of property or stock of an acquired
corporation or any reorganization or other transaction qualifying under Section
425 of the Code, the Committee may, in accordance with the provisions of that
Section, substitute options under this Plan for options under the plan of the
acquired corporation provided (i) the excess of the aggregate fair market value
of the shares subject to option immediately after the substitution over the
aggregate option price of such shares is not more than the similar excess
immediately before such substitution and (ii) the new option does not give the
Employee additional benefits, including any extension of the exercise period.

2. Adjustment Provisions.

         (a)      If the shares of Stock outstanding are changed in number or
                  class by reason of a split-up, merger, consolidation,
                  reorganization, reclassification, recapitalization, or any
                  capital adjustment, including a stock dividend, or if any
                  distribution is made to the holders of common stock other than
                  a cash dividend, then

                           (i)      the aggregate number and class of shares or
                                    other securities that may be issued or
                                    transferred pursuant to Paragraph 3 and
                                    pursuant to Paragraph 7 of Part I,

                           (ii)     the number and class of shares or other
                                    securities which are issuable under
                                    outstanding Stock Options, and

                           (iii)    the purchase price to be paid per share
                                    under outstanding Stock Options

                  shall be adjusted as provided hereinafter.

         (b)      Adjustment under this Paragraph 2 shall be made in an
                  equitable manner by the Committee, whose determination as to
                  what adjustments shall be made, and the extent thereof, shall
                  be final, binding, and conclusive.


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3.       General.

         (a)      Each Stock Option shall be evidenced by a written instrument
                  containing such terms and conditions, not inconsistent with
                  this Plan, as the Committee shall approve.

         (b)      The granting of a Stock Option in any year shall not give the
                  Grantee any right to similar grants in future years or any
                  right to be retained in the employ of the Corporation, and all
                  Employees shall remain subject to discharge to the same extent
                  as if the Plan were not in effect.

         (c)      No Employee, and no beneficiary or other person claiming under
                  or through him, shall have any right, title or interest by
                  reason of any Stock Option to any particular assets of the
                  Corporation, or any shares of Stock allocated or reserved for
                  the purposes of the Plan or subject to any Stock Option except
                  as set forth herein. The Corporation shall not be required to
                  establish any fund or make any other segregation of assets to
                  assure the payment of any Stock Option.

         (d)      No right under the Plan shall be subject to anticipation,
                  sale, assignment, pledge, encumbrance, or charge except by
                  will or the law of descent and distribution, and a Stock
                  Option shall be exercisable during the Grantee's lifetime only
                  by the Grantee.

         (e)      Notwithstanding any other provision of this Plan or agreements
                  made pursuant thereto, the Corporation's obligation to issue
                  or deliver any certificate or certificates for shares of Stock
                  under a Stock Option, and the transferability of Stock
                  acquired by exercise of a Stock Option, shall be subject to
                  all of the following conditions:

                           (i)      Any registration or other qualification of
                                    such shares under any state or federal law
                                    or regulation, or the maintaining in effect
                                    of any such registration or other
                                    qualification which the Board shall, in its
                                    absolute discretion upon the advice of
                                    counsel, deem necessary or advisable;

                           (ii)     The obtaining of any other consent,
                                    approval, or permit from any state or
                                    federal governmental agency which the Board
                                    shall, in its absolute discretion upon the
                                    advice of counsel, determine to be necessary
                                    or advisable; and

                           (iii)    Each stock certificate issued pursuant to a
                                    Stock Option shall bear the following
                                    legend:

                  "The transferability of this certificate and the shares of
                  Stock represented hereby are subject to restrictions, terms
                  and conditions contained in the Oxford Health Plans, Inc. 1991
                  Stock Option Plan, and an Agreement between the registered


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                  owner of such Stock and Oxford Health Plans, Inc. A copy of
                  the Plan and Agreement are on file in the office of the
                  Secretary of Oxford Health Plans, Inc."

         (f)      All payments to Grantees or to their legal representatives
                  shall be subject to any applicable tax, community property, or
                  other statutes or regulations of the United States or of any
                  state having jurisdiction thereof. The Grantee may be required
                  to pay to the Corporation the amount of any withholding taxes
                  which the Corporation is required to withhold with respect to
                  a Stock Option or its exercise. In the event that such payment
                  is not made when due, the Corporation shall have the right to
                  deduct, to the extent permitted by law, from any payment of
                  any kind otherwise due to such person all or part of the
                  amount required to be withheld.

         (g)      In the case of a grant of a Stock Option to any Employee of a
                  subsidiary of the Corporation, the Corporation may, if the
                  Committee so directs, issue or transfer the shares, if any,
                  covered by the Stock Option to the subsidiary, for such lawful
                  consideration as the Committee may specify, upon the condition
                  or understanding that the subsidiary will transfer the shares
                  to the Employee in accordance with the terms of the provisions
                  of the Plan. For purposes of this Section, a subsidiary shall
                  mean any subsidiary corporation of the Corporation as defined
                  in Section 425 of the Code.

         (h)      A Grantee entitled to Stock as a result of the exercise of a
                  Stock Option shall not be deemed for any purpose to be, or
                  have rights as, a shareholder of the Corporation by virtue of
                  such exercise, except to the extent a stock certificate is
                  issued therefor and then only from the date such certificate
                  is issued. No adjustments shall be made for dividends or
                  distributions or other rights for which the record date is
                  prior to the date such stock certificate is issued. The
                  Corporation shall issue any stock certificates required to be
                  issued in connection with the exercise of a Stock Option with
                  reasonable promptness after such exercise.

         (i)      The grant or exercise of Stock Options granted under the Plan
                  shall be subject to, and shall in all respects comply with,
                  applicable Delaware corporate law relating to such grant or
                  exercise without regard to principles of conflicts of law.


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