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                                                                    EXHIBIT 10.9

                       VETERINARY CENTERS OF AMERICA, INC.

                 AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN

                                   ARTICLE 1

                             GENERAL PURPOSE OF PLAN

     The name of this plan is the Veterinary Centers of America, Inc. Amended
and Restated 1996 Stock Incentive Plan (the "Plan"). The purpose of the Plan is
to enable Veterinary Centers of America, Inc., a Delaware corporation (the
"Company"), and any Parent or any Subsidiary to obtain and retain the services
of the types of employees, consultants, officers and Directors who will
contribute to the Company's long range success and to provide incentives which
are linked directly to increases in share value which will inure to the benefit
of all shareholders of the Company.

                                    ARTICLE 2

                                   DEFINITIONS

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

     "Board" means the Board of Directors of the Company.

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

     "Committee" means a committee of the Board designated by the Board to
administer the Plan and composed of not less than the minimum number of persons
from time to time required both by the Rule and Section 162(m) of the Code, each
of whom is a Non-Employee Director and an Outside Director.

     "Company" means Veterinary Centers of America, Inc., a corporation
organized under the laws of the State of Delaware (or any successor
corporation).

     "Date of Grant" means the date on which the Committee adopts a resolution
expressly granting Stock Options to a Participant, or if a different date is set
forth in such resolution as the Date of Grant, then such date as is set forth in
such resolution.

     "Director" means a member of the Board.

     "Disability" means permanent and total disability as defined by the
Committee.

     "Election" shall have the meaning set forth in Section 10.3(d)(i) of the
Plan.

     "Eligible Person" means an employee, officer, consultant or, subject to the
limitations set forth in Article 5 of the Plan, Director of the Company, any
Parent or any Subsidiary.

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

     "Exercise Price" shall have the meaning set forth in Section 6.2(c) of the
Plan.


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     "Fair Market Value" per share at any date shall mean (i) if the Stock is
listed on an exchange or exchanges, or admitted for trading in a market system
which provides last sale data under Rule 11Aa3-1 of the General Rules and
Regulations of the SEC under the Exchange Act (a "Market System"), the last
reported sales price per share on the last business day prior to such date on
the principal exchange on which it is traded, or in a Market System, as
applicable, or if no sale was made on such day on such principal exchange or in
such a Market System, as applicable, the last reported sales price per share on
the most recent day prior to such date on which a sale was reported on such
exchange or such Market System, as applicable; or (ii) if the Stock is not then
traded on an exchange or in a Market System, the average of the closing bid and
asked prices per share for the Stock in the over-the-counter market as quoted on
NASDAQ on the day prior to such date; or (iii) if the Stock is not listed on an
exchange or quoted on NASDAQ, an amount determined in good faith by the
Committee.

     "Liquidating Event" shall have the meaning set forth in Section 8.1(b) of
the Plan.

     "Liquidity Event" means any Reorganization Event which the Committee
determines, in its sole and absolute discretion, to treat as such an event.

     "Incentive Stock Option" means a Stock Option intended to qualify as an
"incentive stock option" as that term is defined in Section 422 of the Code.

     "Non-Employee Director" shall have the meaning set forth in Rule
16b-3(b)(3) under the Exchange Act, or any successor definition adopted by the
SEC.

     "Non-Statutory Stock Option" means a Stock Option intended to not qualify
as an Incentive Stock Option.

     "Optionee" means a Participant who is granted a Stock Option pursuant to
the Plan.

     "Outside Director" means a Director who is not (a) a current employee of
the Company (or any related entity), (b) a former employee of the Company (or
any related entity) who is receiving compensation for prior services (other than
benefits under a tax-qualified retirement plan), (c) a former officer of the
Company (or any related entity), or (d) a consultant or person otherwise
receiving compensation or other remuneration, either directly or indirectly, in
any capacity other than as a Director.

     "Parent" means any present or future corporation which would be a "parent
corporation" as that term is defined in Section 424 of the Code.

     "Participant" means any Eligible Person selected by the Committee, pursuant
to the Committee's authority set forth in Article 3 of the Plan, to receive
grants of Stock Options.

     "Plan" means this Veterinary Centers of America, Inc. Amended and Restated
1996 Stock Incentive Plan, as the same may be amended or supplemented from time
to time.

     "Reorganization Event" shall have the meaning set forth in Section 8.1(c)
of the Plan.

     "Retirement" means retirement from active employment with the Company or
any Parent or Subsidiary as defined by the Committee.

     "Rule" means Rule 16b-3 and any future rules promulgated in substitution
therefor under the Exchange Act.


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     "SEC" means the Securities and Exchange Commission.

     "Section 16(b) Person" means a person subject to Section 16(b) of the
Exchange Act.

     "Stock" means the Common Stock, par value $.01 per share, of the Company.

     "Stock Option" means an option to purchase shares of Stock granted pursuant
to Article 6 of the Plan.

     "Stock Option Agreement" shall have the meaning set forth in Section 6.2 of
the Plan.

     "Subsidiary" means any present or future corporation which would be a
"subsidiary corporation" as that term is defined in Section 424 of the Code.

     "Tax Date" shall have the meaning set forth in Section 10.3(d)(iii) of the
Plan.

     "Ten Percent Shareholder" means a person who on the Date of Grant owns,
either directly or through attribution as provided in Section 424(d) of the
Code, Stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of any Parent or Subsidiary.

     "Withholding Right" shall have the meaning set forth in Section 10.3(c) of
the Plan.

                                   ARTICLE 3

                                 ADMINISTRATION

     SECTION 3.1    Administrator. The Plan shall be administered by the Board
or the Committee (the group that administers the plan is referred to as the
"Administrator").

     SECTION 3.2    Powers in General. The Administrator shall have the power
and authority to grant Stock Options to Eligible Persons, pursuant to the terms
of the Plan.

     SECTION 3.3    Specific Powers. In particular, the Administrator shall have
the authority: (i) to construe and interpret the Plan and apply its provisions;
(ii) to promulgate, amend and rescind rules and regulations relating to the
administration of the Plan; (iii) to authorize any person to execute, on behalf
of the Company, any instrument required to carry out the purposes of the Plan;
(iv) to determine when Stock Options are to be granted under the Plan; (v) from
time to time to select, subject to the limitations set forth in this Plan, those
Eligible Persons to whom Stock Options shall be granted; (vi) to determine the
number of shares of Stock to be made subject to each Stock Option; (vii) to
prescribe the terms and conditions of each Stock Option, including, without
limitation, the Exercise Price and medium of payment and vesting provisions, to
determine whether the Stock Option is to be an Incentive Stock Option or a Non-
Statutory Stock Option and to specify the provisions of the Stock Option
Agreement relating to such Stock Option; (viii) to amend any outstanding Stock
Options for the purpose of modifying the time or manner of vesting, the Exercise
Price, thereunder or otherwise, subject to applicable legal restrictions and to
the consent of the other party to such agreement; (ix) to determine when a
consultant's relationship with the Company is sufficient to constitute the
equivalent of employment with the Company for purposes of the Plan; (x) to
determine the duration and purpose of leaves of absences which may be granted to
a Participant without constituting termination of his or her employment for
purposes of the Plan; and (xi) to make any and all other determinations which it
determines to be necessary or advisable for administration of the Plan.


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     SECTION 3.4    Decisions Final. All decisions made by the Administrator
pursuant to the provisions of the Plan shall be final and binding on the Company
and the Participants.

     SECTION 3.5    The Committee. The Board may, in its sole and absolute
discretion, from time to time delegate any or all of its duties and authority
with respect to the Plan to the Committee whose members are to be appointed by
and to serve at the pleasure of the Board. Once appointed, the Committee shall
continue to serve until otherwise directed by the Board. From time to time, the
Board may increase or decrease (to not less than the minimum number of persons
from time to time required by both the Rule and Section 162(m) of the Code) the
size of the Committee, add additional members to, remove members (with or
without cause) from, appoint new members in substitution therefor, and fill
vacancies, however caused, in the Committee. The Committee shall act pursuant to
a vote of the majority of its members or, in the case of a committee comprised
of only two members, the unanimous consent of its members, whether present or
not, or by the written consent of the majority of its members or, in the case of
a committee comprised of only two members, the unanimous written consent of its
members, and minutes shall be kept of all of its meetings and copies thereof
shall be provided to the Board. Subject to the limitations prescribed by the
Plan and the Board, the Committee may establish and follow such rules and
regulations for the conduct of its business as it may determine to be advisable.

                                   ARTICLE 4

                              STOCK SUBJECT TO PLAN

     SECTION 4.1    Stock Subject to the Plan. Subject to adjustment as provided
in Article 8, the total number of shares of Stock reserved and available for
issuance under the Plan as of August 5, 2001 was 37,500,000 shares of Stock.
Effective as of August 6, 2001, no additional Stock Options may be granted under
this Plan and the number of shares of Stock reserved and available for issuance
under the Plan shall be limited to the number of shares of Stock underlying any
Stock Options issued and outstanding under the Plan as of August 6, 2001.

     SECTION 4.2    Unexercised Stock Options; Reacquired Shares. Prior to
August 6, 2001, to the extent that any Stock Options expired or were otherwise
terminated without being exercised, the shares of Stock underlying such Stock
Options (and shares related thereto) were available for issuances in connection
with future Stock Options under the Plan. If and to the extent that the Company
received shares of Stock in payment of all or a portion of the purchase price
for any Stock, or in payment of any tax liabilities, the receipt of such shares
did not increase the number of shares available for issuance under the Plan.
Effective as of August 6, 2001, no additional Stock Options may be granted under
this Plan and outstanding Stock Options that expire or terminate will no longer
be available for issuance under the Plan.


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                                    ARTICLE 5

                                   ELIGIBILITY

     Directors who are designated as Eligible Persons by the Board of Directors,
officers, employees and consultants of the Company, any Parent or any
Subsidiary, shall be eligible to be granted Stock Options hereunder, subject to
limitations set forth in this Plan; provided, however, that only employees
(including officers and Directors who are employees) shall be eligible to be
granted Incentive Stock Options hereunder.

                                    ARTICLE 6

                                  STOCK OPTIONS

     SECTION 6.1    General. Each Stock Option granted under the Plan shall be
in such form and under such terms and conditions as the Committee may from time
to time approve; provided, that such terms and conditions are not inconsistent
with the Plan. The provisions of Stock Option Agreements entered into under the
Plan need not be identical with respect to each Optionee. Stock Options granted
under the Plan may be either Incentive Stock Options or Non-Statutory Stock
Options.

     SECTION 6.2    Terms and Conditions of Stock Options. Each Stock Option
granted pursuant to the Plan shall be evidenced by a written option agreement
between the Company and the Optionee (the "Stock Option Agreement"), which shall
comply with and be subject to the following terms and conditions.

     (a)  Number of Shares. Each Stock Option Agreement shall state the number
of shares of Stock to which the Stock Option relates.

     (b)  Type of Option. Each Stock Option Agreement shall identify the portion
(if any) of the Stock Option which constitutes an Incentive Stock Option.

     (c)  Exercise Price. Each Stock Option Agreement shall state the price at
which shares subject to the Stock Option may be purchased (the "Exercise
Price"), which, with respect to Incentive Stock Options, shall not be less than
100% of the Fair Market Value of the shares of Stock on the Date of Grant;
provided, however, that in the case of an Incentive Stock Option granted to a
Ten Percent Shareholder, the Exercise Price shall not be less than 110% of such
Fair Market Value.

     (d)  Value of Shares. The Fair Market Value of the shares of Stock
(determined as of the Date of Grant) with respect to which Incentive Stock
Options are first exercisable by an Optionee under this Plan and all other
incentive option plans of the Company and any Parent or Subsidiary in any
calendar year shall not, for such year, in the aggregate, exceed $100,000;
provided, however, that if the aggregate Fair Market Value of such shares
exceeds $100,000, then the incremental portion in excess of $100,000 shall be
treated as Non-Statutory Stock Options (and not as Incentive Stock Options);
provided, further, that this Section 6.2(d) shall not affect the right of the
Administrator to accelerate or otherwise alter the time of vesting of any Stock
Options granted as Incentive Stock Options, even if, as a result thereof, some
of such Stock Options cease being Incentive Stock Options.

     (e)  Medium and Time of Payment. The Exercise Price shall be paid in full,
at the time of exercise, (i) in cash or cash equivalents, (ii) with the approval
of the Administrator, in


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shares of Stock which have been held by the Optionee for a period of at least
six calendar months preceding the date of surrender and which have a Fair Market
Value equal to the Exercise Price, (iii) in a combination of cash, cash
equivalents and Stock, or (iv) in any other form of legal consideration
acceptable to the Administrator, and may be effected in whole or in part (x)
with monies received from the Company at the time of exercise as a compensatory,
cash payment or (y) with monies borrowed from the Company in accordance with
Section 10.5.

     (f) Term and Exercise of Stock Options. Stock Options shall vest or become
exercisable over the exercise period at the times the Administrator may
determine, as reflected in the related Stock Option Agreements; provided,
however, that the Optionees shall have the right to exercise the Stock Options
at the rate of at least 20% per year over five years from the Date of Grant of
such Stock Options. The exercise period of any Stock Option shall be determined
by the Administrator, but shall not exceed ten years from the Date of Grant of
the Stock Option. In the case of an Incentive Stock Option granted to a Ten
Percent Shareholder, the exercise period shall be determined by the
Administrator, but shall not exceed five years from the Date of Grant of the
Stock Option. A Stock Option may be exercised, as to any or all full shares of
Stock as to which the Stock Option has become exercisable, by giving written
notice of such exercise to the Company.

                                    ARTICLE 7

                      MANDATORY GRANTS TO OUTSIDE DIRECTORS

                                    RESERVED



                                    ARTICLE 8

                                   ADJUSTMENTS

     SECTION 8.1    Effect of Certain Changes.

     (a) Stock Dividends, Splits, etc. If there is any change in the number of
outstanding shares of Stock through the declaration of Stock dividends or
through a recapitalization resulting in Stock splits, or combinations or
exchanges of the outstanding shares, (i) the number of shares of Stock available
for Stock Options, (ii) the number of shares covered by outstanding Stock
Options, (iii) the number of shares set forth under Section 10.1(a) and (iv) the
Exercise Price of any Stock Option, in effect prior to such change, shall be
proportionately adjusted by the Administrator to reflect any increase or
decrease in the number of issued shares of Stock; provided, however, that any
fractional shares resulting from the adjustment shall be eliminated.

     (b) Liquidating Event. In the event of the proposed dissolution or
liquidation of the Company, or in the event of any corporate separation or
division, including, but not limited to, a split-up, split-off or spin-off
(each, a "Liquidating Event"), the Administrator may provide that the holder of
any Stock Options then exercisable shall have the right to exercise such Stock
Options (at the price provided in the agreement evidencing the Stock Options)
subsequent to the Liquidating Event, and for the balance of its term, solely for
the kind and amount of shares of Stock and other securities, property, cash or
any combination thereof receivable upon such Liquidating Event by a holder of
the number of shares of Stock for or with respect to which such Stock Options
might have been exercised immediately prior to such Liquidating Event; or the
Administrator may provide, in the alternative, that each Stock Option granted
under the Plan shall


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terminate as of a date to be fixed by the Board; provided, however, that not
less than 30 days written notice of the date so fixed shall be given to each
Stock Option holder and if such notice is given, each Stock Option holder shall
have the right, during the period of 30 days preceding such termination, to
exercise his or her Stock Options as to all or any part of the shares of Stock
covered thereby, without regard to any installment or vesting provisions in his
or her Stock Options agreement, on the condition, however, that the Liquidating
Event actually occurs; and if the Liquidating Event actually occurs, such
exercise shall be deemed effective (and, if applicable, the Stock Option holder
shall be deemed a shareholder with respect to the Stock Options exercised)
immediately preceding the occurrence of the Liquidating Event (or the date of
record for shareholders entitled to share in such Liquidating Event, if a record
date is set).

     (c) Merger or Consolidation. In the case of any capital reorganization, any
reclassification of the Stock (other than a change in par value or
recapitalization described in Section 8.1(a) of the Plan), or the consolidation
of the Company with, or a sale of substantially all of the assets of the Company
to (which sale is followed by a liquidation or dissolution of the Company), or
merger of the Company with another person (a "Reorganization Event"), the
Administrator may provide in the Stock Option Agreement, or if not provided in
the Stock Option Agreement, may determine, in its sole and absolute discretion,
to accelerate the vesting of outstanding Stock Options (a "Liquidity Event") in
which case the Company shall deliver to the Stock Option holders at least 15
days prior to such Reorganization Event (or at least 15 days prior to the date
of record for shareholders entitled to share in the securities or property
distributed in the Reorganization Event, if a record date is set) a notice which
shall (i) indicate whether the Reorganization Event shall be considered a
Liquidity Event and (ii) advise the Stock Option holder of his or her rights
pursuant to the agreement evidencing such Stock Options. If the Reorganization
Event is determined to be a Liquidity Event, (i) the Surviving Corporation may,
but shall not be obligated to, tender stock options or stock appreciation rights
to the Stock Option holder with respect to the Surviving Corporation, and such
new options and rights shall contain terms and provisions that substantially
preserve the rights and benefits of the applicable Stock Options then
outstanding under the Plan, or (ii) in the event that no stock options or stock
appreciation rights have been tendered by the Surviving Corporation pursuant to
the terms of item (i) immediately above, the Stock Option holder shall have the
right, exercisable during a 10 day period ending on the fifth day prior to the
Reorganization Event (or ending on the fifth day prior to the date of record for
shareholders entitled to share in the securities or properly distributed in the
Reorganization Event, if a record date is set), to exercise his or her rights as
to all or any part of the shares of Stock covered thereby, without regard to any
installment or vesting provisions in his or her Stock Options agreement, on the
condition, however, that the Reorganization Event is actually effected; and if
the Reorganization Event is actually effected, such exercise shall be deemed
effective (and, if applicable, the Stock Option holder shall be deemed a
shareholder with respect to the Stock Options exercised) immediately preceding
the effective time of the Reorganization Event (or on the date of record for
shareholders entitled to share in the securities or property distributed in the
Reorganization Event, if a record date is set). If the Reorganization Event is
not determined to be a Liquidity Event, the Stock Option holder shall thereafter
be entitled upon exercise of the Stock Options to purchase the kind and number
of shares of stock or other securities or property of the Surviving Corporation
receivable upon such event by a holder of the number of shares of the Stock
which the Stock Options would have entitled the Stock Option holder to purchase
from the Company if the Reorganization Event had not occurred, and in any such
case, appropriate adjustment shall be made in the application of the provisions
set forth in this Plan with respect to the Stock Option holder's rights and
interests thereafter, to the end that the provisions set forth in the agreement
applicable to such Stock Options (including the specified changes and other
adjustments to the Exercise Price) shall


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thereafter be applicable in relation to any shares or other property thereafter
purchasable upon exercise of the Stock Options.

     (d)  Par Value Changes. In the event of a change in the Stock of the
Company as presently constituted which is limited to a change of all of its
authorized shares with par value, into the same number of shares without par
value, or any subsequent change in the par value, the shares resulting from any
such change shall be "Stock" within the meaning of the Plan.

     SECTION 8.2    Decision of Committee Final. To the extent that the
foregoing adjustments relate to stock or securities of the Company, such
adjustments shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive; provided, however, that each
Incentive Stock Option granted pursuant to the Plan shall not be adjusted
without the prior consent of the holder thereof in a manner that causes such
Stock Option to fail to continue to qualify as an Incentive Stock Option.

     SECTION 8.3    No Other Rights. Except as expressly provided in this
Article 8, no Stock Option holder shall have any rights by reason of any
subdivision or consolidation of shares of Stock or the payment of any dividend
or any other increase or decrease in the number of shares of Stock of any class
or by reason of any Liquidating Event, merger, or consolidation of assets or
stock of another corporation, or any other issue by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class;
and except as provided in this Article 8, none of the foregoing events shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Stock subject to Stock Options. The grant of Stock
Options pursuant to the Plan shall not affect in any way the right or power of
the Company to make adjustments, reclassification, reorganizations or changes of
its capital or business structures or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or part of its business or assets.

     SECTION 8.4    No Rights as Shareholder. Except as specifically provided in
this Article 8, a Stock Option holder or a transferee of Stock Options shall
have no rights as a shareholder with respect to any shares covered by the Stock
Options until the date of the issuance of a Stock certificate to him or her for
such shares, and no adjustment shall be made for dividends (ordinary, or
extraordinary, whether in cash, securities or other property) or distributions
of other rights for which the record date is prior to the date such Stock
certificate is issued, except as provided in Section 8.1.

                                   ARTICLE 9

                            AMENDMENT AND TERMINATION

     The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of a
Participant under any Stock Options therefore granted without such Participant's
consent, or which without the approval of the shareholders would:

     (a)  except as provided in Article 8, materially increase the total number
of shares of Stock reserved for the purposes of the Plan;

     (b)  materially increase the benefits accruing to Participants or Eligible
Persons under the Plan; or


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     (c)  materially modify the requirements for eligibility under the Plan.

     The Administrator may amend the terms of any award theretofore granted,
prospectively or retroactively, but, subject to Article 3, no such amendment
shall impair the rights of any holder without his or her consent.

                                   ARTICLE 10

                               GENERAL PROVISIONS

     SECTION 10.1   General Restrictions.

     (a)  Limitation on Granting of Stock Options. Subject to adjustment as
provided in Article 8, prior to August 6, 2001, the maximum number of shares
with respect to which Stock Options may be granted under the Plan to any
Participant in any one calendar year was 7,500,000 shares. Effective as of
August 6, 2001, the maximum number of shares with respect to which Stock Options
may be granted under the Plan to any Participant in any one calendar year is
zero (0) shares.

     (b) No View to Distribute. The Administrator may require each person
acquiring shares of Stock pursuant to the Plan to represent to and agree with
the Company in writing that such person is acquiring the shares without a view
towards distribution thereof. The certificates for such shares may include any
legend which the Administrator deems appropriate to reflect any restrictions on
transfer.

     (c) Legends. All certificates for shares of Stock delivered under the Plan
shall be subject to such stop transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations and other
requirements of the SEC, any stock exchange upon which the Stock is then listed
and any 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.

     SECTION 10.2   Other Compensation Arrangements. Nothing contained in this
Plan shall prevent the Board from adopting other or additional compensation
arrangements, subject to shareholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.

     SECTION 10.3   Disqualifying Dispositions, Withholding Taxes.

     (a)  Disqualifying Disposition. The Stock Option Agreements shall require
Optionees who make a "disposition" (as defined in the Code) of all or any of the
Stock acquired through the exercise of Stock Options within two years from the
date of grant of the Stock Option, or within one year after the issuance of
Stock relating thereto, to immediately advise the Company in writing as to the
occurrence of the sale and the price realized upon the sale of such Stock; and
each Optionee shall agree that he or she shall maintain all such Stock in his or
her name so long as he or she maintains beneficial ownership of such Stock.

     (b)  Withholding Required. Each Participant shall, no later than the date
as of which the value derived from Stock Options first becomes includable in the
gross income of the Participant for income tax purposes, pay to the Company, or
make arrangements satisfactory to the Administrator regarding payment of, any
federal, state or local taxes of any kind required by law to be withheld with
respect to the Stock Options or their exercise. The obligations of the


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Company under the Plan shall be conditioned upon such payment or arrangements
and the Participant shall, to the extent permitted by law, have the right to
request that the Company deduct any such taxes from any payment of any kind
otherwise due to the Participant.

     (c) Withholding Right. The Administrator may, in its discretion, grant to a
Stock Option holder the right (a "Withholding Right") to elect to make such
payment by irrevocably requiring the Company to withhold from shares issuable
upon exercise of the Stock Options that number of full shares of Stock having a
Fair Market Value on the Tax Date (as defined below) equal to the amount (or
portion of the amount) required to be withheld. The Withholding Right may be
granted with respect to all or any portion of the Stock Options. However, the
Fair Market Value of the number of shares of Stock subject to the Withholding
Right shall not exceed an amount equal to the applicable minimum required tax
withholding rates.

     (d)  Exercise of Withholding Right. To exercise a Withholding Right, the
Stock Option holder must follow the election procedures set forth below,
together with such additional procedures and conditions as may be set forth in
the related Stock Option Agreement or otherwise adopted by the Committee.

          (i)    The Stock Option holder must deliver to the Company his or her
written notice of election (the "Election") to have the Withholding Right apply
to all (or a designated portion) of his or her Stock Options prior to the date
of exercise of the Right to which it relates.

          (ii) Unless disapproved by the Administrator as provided in Subsection
(iii) below, the Election once made will be irrevocable.

          (iii) No Election is valid unless the Administrator consents to the
Election; the Administrator has the right and power, in its sole discretion,
with or without cause or reason therefor, to consent to the Election, to refuse
to consent to the Election, or to disapprove the Election; and if the
Administrator has not consented to the Election on or prior to the date that the
amount of tax to be withheld is, under applicable federal income tax laws, fixed
and determined by the Company (the "Tax Date"), the Election will be deemed
approved.

          (iv)   If the Stock Option holder on the date of delivery of the
Election to the Company is a Section 16(b) Person, the following additional
provisions will apply:

                 (A)  the Election cannot be made during the six calendar month
period commencing with the date of the grant of the Withholding Right (even if
the Stock Options to which such Withholding Right relates have been granted
prior to such date); provided, that this Subsection (A) is not applicable to any
Stock Option holder at any time subsequent to the death, Disability or
Retirement of the Stock Option holder;

                 (B)  the Election (and the exercise of the related Stock
Option) can only be made during the Window Period; and

                 (C)  notwithstanding any other provision of this Section 10.3,
no Section 16(b) Person shall have the right to make any Election unless the
Company has been subject to the reporting requirements of Section 13(a) of the
Exchange Act for at least a year prior to the transaction and has filed all
reports and statements required to be filed pursuant to that Section for that
year.

     (e)  Effect. If the Administrator consents to an Election of a Withholding
Right:


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          (i)    upon the exercise of the Stock Options (or any portion thereof)
to which the Withholding Right relates, the Company will withhold from the
shares otherwise issuable that number of full shares of Stock having an actual
Fair Market Value equal to the amount (or portion of the amount, as applicable)
required to be withheld under applicable federal, state and/or local income tax
laws as a result of the exercise; and

          (ii)   if the Stock Option holder is then a Section 16(b) Person who
has made an Election, the related Stock Options may not be exercised, nor may
any shares of Stock issued pursuant thereto be sold, exchanged or otherwise
transferred, unless such exercise, or such transaction, complies with an
exemption from Section 16(b) provided under Rule 16b-3.

     (f)  Cash Reimbursements. The Company may, but shall not be required to,
make cash bonus payments to Non-Statutory Stock Option holders to reimburse such
Non-Statutory Stock Option holders for all or part of federal and state taxes
payable with respect to the exercise of Non-Statutory Stock Options.

     SECTION 10.4   Indemnification. In addition to such other rights of
indemnification as they may have as Directors or Outside Directors, and to the
extent allowed by applicable law, the Administrator shall be indemnified by the
Company against the reasonable expenses, including attorney's fees, actually
incurred in connection with any action, suit or proceeding or in connection with
any appeal therein, to which they or any one of them may be party by reason of
any action taken or failure to act under or in connection with the Plan or any
Stock Option granted under the Plan, and against all amounts paid by them in
settlement thereof (provided that the settlement has been approved by the
Company, which approval shall not be unreasonably withheld) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Administrator did not act in good faith and in a manner
which such person reasonably believed to be in the best interests of the
Company, and in the case of a criminal proceeding, had no reason to believe that
the conduct complained of was unlawful; provided, however, that within 60 days
after institution of any such action, suit or proceeding, such Administrator
shall, in writing, offer the Company the opportunity at its own expense to
handle and defend such action, suit or proceeding.

     SECTION 10.5   Loans. The Company may make loans to Optionees (other than
Directors who are not also employees or officers of the Company or any Parent or
any Subsidiary) as the Administrator, in its discretion, may determine in
connection with the exercise of outstanding Stock Options granted under the
Plan. Such loans shall (i) be evidenced by promissory notes entered into by the
holders in favor of the Company; (ii) be subject to the terms and conditions set
forth in this Section 10.5 and such other terms and conditions, not inconsistent
with the Plan, as the Administrator shall determine; and (iii) bear interest, if
any, at such rate as the Administrator shall determine. In no event may the
principal amount of any such loan exceed the Exercise Price less the par value,
if any, of the shares of Stock covered by the Stock Option, or portion thereof,
exercised by the Optionee. The initial term of the loan, the schedule of
payments of principal and interest under the loan, the extent to which the loan
is to be with or without recourse against the holder with respect to principal
and applicable interest and the conditions upon which the loan will become
payable in the event of the holder's termination of employment shall be
determined by the Administrator; provided, however, that the term of the loan,
including extensions, shall not exceed 10 years. Unless the Administrator
determines otherwise, when a loan shall have been made, shares of Stock having a
Fair Market Value at least equal to the principal amount of the loan shall be
pledged by the holder to the Company as security for payment of the unpaid
balance of the loan and such pledge shall be evidenced by a security agreement,
the terms of which shall be determined by the Committee, in its discretion;
provided,


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<PAGE>

however, that each loan shall comply with all applicable laws, regulations and
rules of the Board of Governors of the Federal Reserve System and any other
governmental agency having jurisdiction.

     SECTION 10.6   Non-Transferability of Stock Options. Except as provided
herein, Stock Options granted under the Plan may not be assigned, sold or
transferred, in whole or in part, other than by will or by operation of the laws
of descent and distribution. Notwithstanding the forgoing, the Administrator, in
its sole discretion may permit the transfer of a Non-Statutory Stock Option as
follows: (i) by gift to a member of the Participant's immediate family or (ii)
by transfer by instrument to a trust in which Permitted Transferees have more
than 50% of the beneficial interest or that provides that the Stock Option is to
be passed to beneficiaries who are Permitted Transferees upon death of the
trustor (either or both (i) or (ii) referred to as a "Permitted Transferee").
For purposes of this Section, "immediate family" shall mean the Optionee's
spouse (including a former spouse subject to terms of a domestic relations
order); child, stepchild, grandchild, child-in-law; parent, stepparent,
grandparent, parent-in-law; sibling and sibling-in-law, and shall include
adoptive relationships. A transfer permitted under this Section may be made only
upon written notice to and approval thereof by the Administrator. A Permitted
Transferee may not further assign, sell or transfer the transferred Stock
Option, in whole or in part, other than by will or by operation of the laws of
descent and distribution. A Permitted Transferee shall agree in writing to be
bound by the provisions of this Plan.

     SECTION 10.7   Regulatory Matters. Each Stock Option Agreement shall
provide that no shares shall be purchased or sold thereunder unless and until
(i) any then applicable requirements of state or federal laws and regulatory
agencies shall have been fully complied with to the satisfaction of the Company
and its counsel; and (ii) if required to do so by the Company, the Optionee
shall have executed and delivered to the Company a letter of investment intent
in such form and containing such provisions as the Administrator may require.

               (A) Recapitalizations. Each Stock Option Agreement and Stock
Purchase Agreement shall contain provisions required to reflect the provisions
of Article 8.

     SECTION 10.8   Delivery. Upon exercise of Stock Options granted under this
Plan, the Company shall issue Stock or pay any amounts due within a reasonable
period of time thereafter. Subject to any statutory obligations the Company may
otherwise have, for purposes of this Plan, 30 days shall be considered a
reasonable period of time.

     SECTION 10.9   Rule 16b-3. With respect to persons subject to Section 16 of
the Exchange Act, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To
the extent any provision of the Plan or action by the Administrator fails to so
comply, it shall be deemed null and void to the extent permitted by law and
deemed advisable by the Administrator.

     SECTION 10.10  Other Provisions. The Stock Option Agreements authorized
under the Plan may contain such other provisions not inconsistent with this
Plan, including, without limitation, restrictions upon the exercise of the Stock
Options, as the Administrator may deem advisable.

                                   ARTICLE 11

                             EFFECTIVE DATE OF PLAN

     The Plan was originally adopted by the Board on November 7, 1995 and
approved by the


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<PAGE>

Company's shareholders on July 19, 1996. This Amended and Restated Plan shall
become effective on August 6, 2001, the date the amendments to the Plan were
adopted by the Board.

                                   ARTICLE 12

                                  TERM OF PLAN

     No Stock Options shall be granted pursuant to the Plan on or after August
6, 2001, but Stock Options previously granted may extend beyond that date.

                                   ARTICLE 13

                       INFORMATION TO STOCK OPTION HOLDERS

     The Company will cause a report to be sent to each Stock Option holder not
later than 120 days after the end of each fiscal year. Such report shall consist
of the financial statements of the Company for such fiscal year and shall
include such other information as is provided by the Company to its
shareholders.

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