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                                                                   EXHIBIT 10.31

                         TOLLGRADE COMMUNICATIONS, INC.
                   1995 Long-Term Incentive Compensation Plan
                      (AS AMENDED THROUGH JANUARY 24, 2002)

         ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION

1.1      ESTABLISHMENT OF THE PLAN. Tollgrade Communications, Inc., a
         Pennsylvania corporation (hereinafter referred to as the "Company"),
         hereby establishes an incentive compensation plan to be known as the
         "Tollgrade Communications, Inc. Long-Term Incentive Compensation Plan"
         (hereinafter referred to as the "Plan"), as set forth in this document.
         The Plan permits the grant of Nonqualified Stock Options, Incentive
         Stock Options, Stock Appreciation Rights, Restricted Stock, Performance
         Shares and Performance Units. Subject to approval by the Company's
         stockholders, the Plan shall become effective as of November 15, 1995
         (the "Effective Date") and shall remain in effect as provided in
         Section 1.3 hereof.

1.2      OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize the
         profitability and growth of the Company through incentives which are
         consistent with the Company's goals and which link the personal
         interests of Participants to those of the Company's stockholders; to
         provide Participants with an incentive for excellence in individual
         performance; and to promote teamwork among Participants. The Plan is
         further intended to provide flexibility to the Company in its ability
         to motivate, attract and retain the services of Participants who make
         significant contributions to the Company's success and to allow
         Participants to share in the success of the Company.

1.3      DURATION OF THE PLAN. The Plan was adopted by the Board of Directors on
         October 16, 1995, subject to approval by the Company's stockholders,
         and shall commence on the Effective Date, as described in Section 1.1
         hereof, and shall remain in effect, subject to the right of the Board
         of Directors to amend or terminate the Plan at any time pursuant to
         Article 15 hereof, until all Shares subject to it shall have been
         purchased or acquired according to the Plan's provisions. However, in
         no event may an Award be granted under the Plan on or after October 15,
         2005.

         ARTICLE 2. DEFINITIONS

WHENEVER USED IN THE PLAN, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS SET FORTH
BELOW, AND WHEN THE MEANING IS INTENDED, THE INITIAL LETTER OF THE WORD SHALL BE
CAPITALIZED:

2.1      "APPROPRIATE ADMINISTRATOR" means, in the case of any Awards to
         Employees, the Committee, and in the case of any Awards to Nonemployee
         Directors, the Board.

2.2      "AWARD" means, individually or collectively, a grant under this Plan of
         Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
         Rights, Restricted Stock, Performance Shares or Performance Units.

2.3      "AWARD AGREEMENT" means an agreement entered into by the Company and
         each Participant setting forth the terms and provisions applicable to
         Awards granted under this Plan.

2.4      "BENEFICIAL OWNER" OR "BENEFICIAL OWNERSHIP" shall have the meaning
         ascribed to such term in Rule 13d-3 of the General Rules and
         Regulations under the Exchange Act.

2.5      "BOARD" OR "BOARD OF DIRECTORS" means the Board of Directors of the
         Company.

2.6      "CAUSE" shall mean with respect to the termination of an Employee's
         employment, unless otherwise determined by the Committee at the time of
         the grant of the Award (i) in the case where there is no employment
         agreement, change of control agreement or similar agreement in effect
         between the Employee and the Company at the time of the grant of the
         Award (or where there is such an agreement but it does not define
         "cause" or words of like import), termination due to an Employee's
         dishonesty, fraud, conviction of a felony, insubordination, willful
         misconduct, refusal to perform services, or unsatisfactory performance
         of his or her duties for the Company as determined by the Committee
         in its sole discretion; or (ii) in the case where there is an
         employment agreement, change in control agreement or
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         similar agreement in effect between the Employee and the Company at
         the time of the grant of the Award that defines "cause" (or words of
         like import), as defined under such agreement.


2.7      "CHANGE IN CONTROL" of the Company shall be deemed to have occurred (as
         of a particular day, as specified by the Board) if the Board, by a
         majority vote, agrees that a Change in Control has occurred, or is
         about to occur. Such a change shall not include, however, a
         restructuring, reorganization, merger, or other change in
         capitalization in which the Persons who own an interest in the Company
         on the Effective Date (the "Current Owners") (or any individual or
         entity which receives from a Current Owner an interest in the Company
         through will or the laws of descent and distribution) maintain more
         than a fifty percent (50%) interest in the resultant entity. Regardless
         of the Board's vote, a Change in Control will be deemed to have
         occurred as of the first day any one (1) or more of the following
         paragraphs shall have been satisfied:

         (a)      Any Person (other than the Person in control of the Company as
                  of the Effective Date of the Plan, or other than a trustee or
                  other fiduciary holding securities under an employee benefit
                  plan of the Company, or a corporation owned directly or
                  indirectly by the stockholders of the Company in substantially
                  the same proportions as their ownership of stock of the
                  Company), becomes the Beneficial Owner, directly or
                  indirectly, of securities of the Company representing more
                  than fifty percent (50%) of the combined voting power of the
                  Company's then outstanding securities; or

         (b)      The stockholders of the Company approve:

                  (i)      A plan of complete liquidation of the Company; or

                  (ii)     An agreement for the sale or disposition of all or
                           substantially all of the Company's assets (other than
                           one in which in the stockholders of the Company, as
                           determined immediately prior to such transaction,
                           hold, directly or indirectly, as determined
                           immediately following such transaction, a majority of
                           the voting power of each surviving, resulting or
                           acquiring corporation which, immediately following
                           such transaction, holds more than 10% of the
                           consolidated assets of the Company immediately prior
                           to the transaction); or

                  (iii)    A merger, consolidation, or reorganization of the
                           Company with or involving any other corporation,
                           other than a merger, consolidation, or reorganization
                           that would result in the voting securities of the
                           Company outstanding immediately prior thereto
                           continuing to represent (either by remaining
                           outstanding or by being converted into voting
                           securities of the surviving entity) at least fifty
                           percent (50%) of the combined voting power of the
                           voting securities of the Company (or such surviving
                           entity) outstanding immediately after such merger,
                           consolidation, or reorganization.

                  However, in no event shall a Change in Control be deemed to
         have occurred, with respect to a Participant, if that Participant is
         part of a purchasing group, which consummates the Change in Control
         transaction. The Participant shall be deemed "part of a purchasing
         group" for purposes of the preceding sentence if the Participant is an
         equity participant or has agreed to become an equity participant in the
         purchasing company or group (except for (i) passive ownership of less
         than five percent (5%) of the voting equity securities of the
         purchasing company; or (ii) ownership of equity participation in the
         purchasing company or group which is otherwise deemed not to be
         significant, as determined prior to the Change in Control by a majority
         of the nonemployee continuing Directors).

2.8      "CODE" means the Internal Revenue Code of 1986, as amended from time to
         time.

2.9      "COMMITTEE" means the Compensation Committee of the Board, as specified
         in Article 3 herein, or such other Committee appointed by the Board to
         administer the Plan with respect to grants of Awards.

2.10     "COMPANY" means Tollgrade Communications, Inc., a Pennsylvania
         corporation, and any successor thereto as provided in Article 18
         herein.

2.11     "DIRECTOR" means any individual who is a member of the Board of
         Directors of the Company.

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2.12     "EFFECTIVE DATE" shall have the meaning ascribed to such term in
         Section 1.1 hereof.

2.13     "EMPLOYEE" means any full-time, active employee of the Company.
         Directors who are not employed by the Company shall not be considered
         Employees under this Plan.

2.14     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
         from time to time, or any successor act thereto.

2.15     "FAIR MARKET VALUE" shall be the mean between the following prices, as
         applicable, for the date as of which fair market value is to be
         determined as quoted in The Wall Street Journal (or in such other
         reliable publication as the Committee, in its discretion, may determine
         to rely upon): (i) if the Common Stock is listed on the New York Stock
         Exchange, the highest and lowest sales prices per share of the Common
         Stock as quoted in the NYSE Composite Transactions listing for such
         date, (ii) if the Common Stock is not listed on such exchange, the
         highest and lowest sales prices per share of Common Stock for such date
         on (or on any composite index including) the principal United States
         securities exchange registered under the 1934 Act on which the Common
         Stock is listed or (iii) if the Common Stock is not listed on any such
         exchange, the highest and lowest sales prices per share of the Common
         Stock for such date on the National Association of Securities Dealers
         Automated Quotations System or any successor system then in use
         ("NASDAQ"). If there are no such sale price quotations for the date as
         of which fair market value is to be determined but there are such sale
         price quotations within a reasonable period both before and after such
         date, then fair market value shall be determined by taking a weighted
         average of the means between the highest and lowest sales prices per
         share of the Common Stock as so quoted on the nearest date before and
         the nearest date after the date as of which fair market value is to be
         determined. The average should be weighted inversely by the respective
         numbers of trading days between the selling dates and the date as of
         which fair market value is to be determined. If there are no such sale
         price quotations on or within a reasonable period both before and after
         the date as of which fair market value is to be determined, then fair
         market value of the Common Stock shall be the mean between the bona
         fide bid and asked prices per share of Common Stock as so quoted for
         such date on NASDAQ, or if none, the weighted average of the means
         between such bona fide bid and asked prices on the nearest trading date
         before and the nearest trading date after the date as of which fair
         market value is to be determined, if both such dates are within a
         reasonable period. The average is to be determined in the manner
         described above in this Section 2.15. If the fair market value of the
         Common Stock cannot be determined on any basis previously set forth in
         this Section 2.15 for the date as of which fair market value is to be
         determined, the Committee shall in good faith determine the fair market
         value of the Common Stock on such date. Fair market value shall be
         determined without regard to any restriction other than a restriction
         which, by its terms, will never lapse.

2.16     "FREESTANDING SAR" means an SAR that is granted independently of any
         Options, as described in Article 7 herein.

2.17     "INCENTIVE STOCK OPTION" OR "ISO" means an option to purchase Shares
         granted under Article 6 herein and which is designated as an Incentive
         Stock Option and which is intended to meet the requirements of Code
         Section 422.

2.18     "INSIDER" shall mean an individual who, immediately prior to the grant
         of any Award, owns stock possessing more than ten percent (10%) of the
         total combined voting power of all classes of stock of the Company. For
         purposes of this Section 2.18, an individual (i) shall be considered as
         owning not only Shares of stock owned individually but also all Shares
         of stock that are at the time owned, directly or indirectly, by or for
         the spouse, ancestors, lineal descendants and brothers and sisters
         (whether by whole or half blood) of such individual and (ii) shall be
         considered as owning proportionately any Shares owned, directly or
         indirectly, by or for any corporation, partnership, estate or trust in
         which such individual is a stockholder, partner or beneficiary.

2.19     "NAMED EXECUTIVE OFFICER" means a Participant who, as of the date of
         vesting and/or payout of an Award, as applicable, is one of the group
         of "covered employees," as defined in the regulations promulgated under
         Code Section 162(m), or any successor statute.

2.20     "NONEMPLOYEE DIRECTOR" means an individual who is a member of the Board
         of Directors of the Company but who is not an Employee of the Company.

2.21     "NONQUALIFIED STOCK OPTION" OR "NQSO" means an option to purchase
         Shares granted under Article 6 herein and which is not intended to meet
         the requirements of Code Section 422.

2.22     "OPTION" means an Incentive Stock Option or a Nonqualified Stock
         Option, as described in Article 6 herein.
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2.23     "OPTION PRICE" means the price at which a Share may be purchased by a
         Participant pursuant to an Option.

2.24     "PARTICIPANT" means an Employee or a Nonemployee Director who has
         outstanding an Award granted under the Plan.

2.25     PERFORMANCE-BASED EXCEPTION" means the performance-based exception
         from the tax deductibility limitations of Code Section 162(m).

2.26     "PERFORMANCE SHARE" means an Award granted to a Participant, as
         described in Article 9 herein.

2.27     "PERFORMANCE UNIT" means an Award granted to a Participant, as
         described in Article 9 herein.

2.28     "PERIOD OF RESTRICTION" means the period during which the transfer of
         Shares of Restricted Stock is limited in some way (based on the passage
         of time, the achievement of performance goals, or upon the occurrence
         of other events as determined by the Appropriate Administrator, at its
         discretion), and the Shares are subject to a substantial risk of
         forfeiture, as provided in Article 8 herein.

2.29     "PERSON" shall have the meaning ascribed to such term in Section
         3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
         thereof, including a "group" as defined in Section 13(d) thereof.

2.30     "RESTRICTED STOCK" means an Award granted to a Participant pursuant to
         Article 8 herein.

2.31     "RETIREMENT" shall mean any voluntary termination of employment by an
         Employee following the attainment of age 65.

2.32     "SHARES" means the shares of Common Stock of the Company.

2.33     "STOCK APPRECIATION RIGHT" OR "SAR" means an Award, granted alone or in
         connection with a related Option, designated as an SAR, pursuant to the
         terms of Article 7 herein.

2.34     "TANDEM SAR" means an SAR that is granted in connection with a related
         Option pursuant to Article 7 herein, the exercise of which shall
         require forfeiture of the right to purchase a Share under the related
         Option (and when a share is purchased under the Option, the Tandem SAR
         shall similarly be canceled).

         Article 3. Administration

3.1      THE COMMITTEE. Except as set forth in Section 3.5 below, the Plan shall
         be administered by the Compensation Committee of the Board, or by any
         other Committee appointed by the Board consisting of not less than two
         (2) Directors who (i) are "non-employee" directors and otherwise meet
         the "disinterested administration" rules of Rule 16b-3 under the
         Exchange Act and (ii) are "outside directors" under Section
         162(m)(4)(C) of the Code, or any successor provision. The members of
         the Committee shall be appointed from time to time by, and shall serve
         at the discretion of, the Board of Directors.

3.2      AUTHORITY OF THE COMMITTEE. Except as set forth in Section 3.4 below,
         except as limited by law or by the Articles of Incorporation or Bylaws
         of the Company, and subject to the provisions herein, the Committee
         shall have full power to grant Options (with or without SARs) and to
         award Restricted Stock, Performance Shares and Performance Units as
         described herein and to determine the Employees to whom any such Award
         shall be made and the number of Shares to be covered thereby; determine
         the sizes and types of Awards; determine the terms and conditions of
         Awards in a manner consistent with the Plan; construe and interpret the
         Plan and any agreement or instrument entered into under the Plan as
         they apply to Employees; and establish, amend, or waive rules and
         regulations for the Plan's administration as they apply to Employees;
         and (subject to the provisions of Article 15 herein) amend the terms
         and conditions of any outstanding Award except for Incentive Stock
         Options to the extent such terms and conditions are within the
         discretion of the Committee as provided in the Plan. Further, the
         Committee shall make all other determinations, which may be necessary
         or advisable for the administration of the Plan, as the Plan applies to
         Employees. As permitted by law the Committee may delegate its authority
         as identified herein.

3.3      DECISIONS BINDING. All determinations and decisions made by the
         Committee pursuant to the provisions of the Plan and all related orders
         and resolutions of the Board shall be final, conclusive and binding on
         all persons, including the Company, its stockholders, Employees,
         Participants, and their estates and beneficiaries.
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3.4      NON-COMPETITION. If a grantee of an Option, Restricted Stock,
         Performance Units or Performance Shares (i) engages in the operation or
         management of a business (whether as owner, partner, officer, director,
         employee or otherwise and whether during or after termination of
         employment) which is in competition with the Company, (ii) induces or
         attempts to induce any customer, supplier, licensee or other
         individual, corporation or other business organization having a
         business relationship with the Company to cease doing business with the
         Company or in any way interferes with the relationship between any such
         customer, supplier, licensee or other person and the Company or (iii)
         solicits any employee of the Company to leave the employment thereof or
         in any way interferes with the relationship of such employee with the
         Company, the Appropriate Administrator, in its discretion, may
         immediately terminate all outstanding Options held by the grantee,
         declare forfeited all Restricted Stock held by the grantee as to which
         the restrictions have not yet lapsed and/or immediately cancel any
         award of Performance Units or Performance Shares. Whether a grantee has
         engaged in any of the activities referred to in the preceding sentence
         which would cause the outstanding Options to be terminated, and/or the
         Restricted Stock to be forfeited and/or any award of Performance Units
         or Performance Shares to be cancelled shall be determined, in its
         discretion, by the Appropriate Administrator, and any such
         determination by the Appropriate Administrator shall be final and
         binding.

3.5      GRANTS TO NONEMPLOYEE DIRECTORS. Notwithstanding the foregoing, unless
         otherwise determined by the Board, the Board shall grant Nonqualified
         Stock Options (with or without SARs) and award Restricted Stock,
         Performance Shares and Performance Units, and otherwise exercise the
         same authority as the Committee as described in Section 3.2 above, with
         respect to Nonemployee Directors.

         ARTICLE 4.  SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1      NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as
         provided in Section 4.3 herein, the number of Shares hereby reserved
         for issuance to Participants under the Plan shall be 2,685,000;
         provided however, that, of that total, the maximum number of Shares of
         Restricted Stock granted pursuant to Article 8 herein, shall be
         300,000.

         The following rules shall apply to grants of such Awards under the
         Plan:

         (a) The maximum aggregate number of Shares that may be granted or that
         may vest, as applicable, pursuant to any Award held by any one Named
         Executive Officer shall be 200,000 during any calendar year of the term
         of the Plan;

         (b) The maximum aggregate cash payout received during any fiscal year
         by any one Named Executive Officer with respect to Awards granted shall
         be $1 million.

4.2      LAPSED AWARDS. If any Award granted under this Plan is canceled,
         terminates, expires, or lapses for any reason (with the exception of
         the termination of a Tandem SAR upon exercise of the related Option, or
         the termination of a related Option upon exercise of the corresponding
         Tandem SAR), any Shares subject to such Award again shall be available
         for the grant of an Award under the Plan.

4.3      ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
         corporate capitalization, such as a stock split, or a corporate
         transaction, such as any merger, consolidation, separation, including a
         spin-off, or other distribution of stock or property of the Company,
         any reorganization (whether or not such reorganization comes within the
         definition of such term in Code Section 368) or any partial or complete
         liquidation of the Company, such adjustment shall be made in the number
         and class of Shares which may be delivered under Section 4.1 and as to
         the number of Shares which may be awarded under the Plan to any Named
         Executive Officer during the term of the Plan, and in the number and
         class of and/or price of Shares subject to outstanding Awards granted
         under the Plan, as may be determined to be appropriate and equitable by
         the Committee, in its sole discretion, to prevent dilution or
         enlargement of rights; provided, however, that the number of Shares
         subject to any Award shall always be a whole number.

         ARTICLE 5.  ELIGIBILITY AND PARTICIPATION

5.1      ELIGIBILITY. Persons eligible to participate in this Plan include all
         Employees of the Company (including, but not limited to, Employees who
         are members of the Board, covered employees as defined in Section
         162(m)(3) of the Code, or any successor provision) and all Nonemployee
         Directors of the Company.

5.2      ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
         Committee may, from time to time, select from all eligible Employees
         those to whom Awards shall be granted and shall determine the nature
         and amount of each Award
<PAGE>

         and the Board may, from time to time, select from all eligible
         Nonemployee Directors those to whom Awards shall be granted and shall
         determine the nature and amount of each Award.

         ARTICLE 6.  STOCK OPTIONS

6.1      GRANT OF OPTIONS. Subject to the terms and provisions of the Plan, the
         Committee may grant Incentive Stock Options or Nonqualified Stock
         Options or both types of Options (but not in tandem) to Employees and
         the Board may grant Nonqualified Stock Options to Nonemployee Directors
         in such number, and upon such terms, and at any time and from time to
         time as shall be determined by the Appropriate Administrator.

6.2      AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
         Agreement that shall specify the Option Price, the duration of the
         Option, the number of Shares to which the Option pertains, and such
         other provisions as the Appropriate Administrator shall determine. The
         Award Agreement also shall specify whether the Option is intended to be
         an ISO within the meaning of Code Section 422, or an NQSO whose grant
         is intended not to fall under the provisions of Code Section 422.

6.3      OPTION PRICE. The Option Price at which each Option may be exercised
         shall be no less than one hundred percent (100%) of the fair market
         value per share of the Common Stock covered by the Option on the date
         of grant, except that in the case of an Incentive Stock Option granted
         to an Insider, the option price shall not be less than one hundred ten
         percent (110%) of such fair market value on the date of grant. For
         purposes of this Section 6.3, the fair market value of the Common Stock
         shall be as determined in Section 2.15

6.4      DURATION OF OPTIONS. Each Option granted to a Participant shall expire
         at such time as the Appropriate Administrator shall determine at the
         time of grant; provided, however, that no Option shall be exercisable
         after the expiration of ten years (five years in the case of an
         Incentive Stock Option granted to an Insider) from the date of grant.

6.5      EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
         exercisable at such times and be subject to such restrictions and
         conditions as the Appropriate Administrator shall in each instance
         approve, which need not be the same for each grant or for each
         Participant. Notwithstanding any other provision contained in the Plan
         or in any Award Agreement referred to in Section 2.3, but subject to
         the possible exercise of the Committee's discretion contemplated in the
         last sentence of this paragraph, the aggregate fair market value,
         determined as provided in Section 2.15 on the date of grant, of the
         Shares with respect to which Incentive Stock Options are exercisable
         for the first time by an Employee during any calendar year under all
         plans of the corporation employing such Employee, any parent or
         subsidiary corporation of such corporation and any predecessor
         corporation of any such corporation shall not exceed $100,000. If the
         date on which one or more of such Incentive Stock Options could first
         be exercised would be accelerated pursuant to any provision of the Plan
         or any Award Agreement, and the acceleration of such exercise date
         would result in a violation of the limitation set forth in the
         preceding sentence, then, notwithstanding any such provision, but
         subject to the provisions of the next succeeding sentence, the exercise
         dates of such Incentive Stock Options shall be accelerated only to the
         date or dates, if any, that do not result in a violation of such
         limitation and, in such event, the exercise dates of the Incentive
         Stock Options with the lowest Option Prices shall be accelerated to the
         earliest such dates. The Committee may, in its discretion, authorize
         the acceleration of the exercise date of one or more Incentive Stock
         Options even if such acceleration would violate the $100,000 limitation
         set forth in the first sentence of this paragraph and even if such
         Incentive Stock Options are thereby converted in whole or in part to
         Nonqualified Stock Options.

  6.6    PAYMENT. Options granted under this Article 6 shall be exercised by the
         delivery of a written notice of exercise to the Company, setting forth
         the number of Shares with respect to which the Option is to be
         exercised, accompanied by full payment for the Shares.
                  The Option Price upon exercise of any Option shall be payable
         to the Company in full either: (a) in cash in United States dollars
         (including check, bank draft or money order), or (b) by tendering
         previously acquired Shares having an aggregate Fair Market Value at the
         time of exercise equal to the total Option Price, or (c) by a
         combination of (a) and (b).
                  The Company will also cooperate with any person exercising an
         Option who participates in a cashless exercise program of a broker or
         other agent under which all or part of the Shares received upon
         exercise of the Option are sold through the broker or other agent or
         under which the broker or other agent makes a loan to such person.
         Notwithstanding the foregoing, unless the Appropriate Administrator, in
         its discretion, shall otherwise determine at the time of grant in the
         case of an Incentive Stock Option, or at any time in the case of a
         Nonqualified Stock Option,
<PAGE>

         the exercise of the Option shall not be deemed to occur and no Shares
         of Common Stock will be issued by the Company upon exercise of the
         Option until the Company has received payment of the Option Price
         in full.

6.7      RESTRICTIONS ON SHARE TRANSFERABILITY. The Appropriate Administrator
         may impose such restrictions on any Shares acquired pursuant to the
         exercise of an Option granted under this Article 6 as it may deem
         advisable, including, without limitation, restrictions under applicable
         Federal securities laws, under the requirements of any stock exchange
         or market upon which such Shares are then listed and/or traded, and
         under any blue sky or state securities laws applicable to such Shares.

6.8      TERMINATION OF EMPLOYMENT. Subject to the provisions of Section 6.5 in
         the case of Incentive Stock Options, unless the Committee, in its
         discretion, shall otherwise determine:
             (i)  If the employment of an Employee who is not disabled within
                  the meaning of Section 422(c)(6) of the Code (a "Disabled
                  Grantee") is voluntarily terminated with the consent of the
                  Company or an Employee retires under any retirement plan of
                  the Company, any outstanding Incentive Stock Option held by
                  such Employee shall be exercisable by the Employee (but only
                  to the extent exercisable by the Employee immediately prior to
                  the termination of employment) at any time prior to the
                  expiration date of such Incentive Stock Option or within three
                  months after the date of termination of employment, whichever
                  is the shorter period;

             (ii) If the employment of an Employee who is not a Disabled Grantee
                  is voluntarily terminated with the consent of the Company or
                  an Employee retires under any retirement plan of the Company,
                  any outstanding Nonqualified Stock Option held by such
                  Employee shall be exercisable by the Employee (but only to the
                  extent exercisable by the Employee immediately prior to the
                  termination of employment) at any time prior to the expiration
                  date of such Nonqualified Stock Option or within one year
                  after the date of termination of employment, whichever is the
                  shorter period;

             (iii)If the employment of an Employee who is a Disabled Grantee is
                  voluntarily terminated with the consent of the Company, any
                  outstanding Option held by such Employee shall be exercisable
                  by the Employee in full (whether or not so exercisable by the
                  Employee immediately prior to the termination of employment)
                  at any time prior to the expiration date of such Option or
                  within one year after the date of termination of employment,
                  whichever is the shorter period;

             (iv) Following the death of an Employee during employment, any
                  outstanding Option held by the Employee at the time of death
                  shall be exercisable in full (whether or not so exercisable by
                  the Employee immediately prior to the death of the Employee)
                  by the person entitled to do so under the Will of the
                  Employee, or, if the Employee shall fail to make testamentary
                  disposition of the stock option or shall die intestate, by the
                  legal representative of the Employee at any time prior to the
                  expiration date of such stock option or within one year after
                  the date of death of the Employee, whichever is the shorter
                  period;

             (v)  Following the death of an Employee after termination of
                  employment during a period when an Option is exercisable, the
                  Option shall be exercisable by such person entitled to do so
                  under the Will of the Employee by such legal representative
                  (but only to the extent exercisable by the Employee
                  immediately prior to the termination of employment) at any
                  time prior to the expiration date of such Option or within one
                  year after the date of death, whichever is the shorter period;

             (vi) Unless the exercise period of a stock option following
                  termination of employment has been extended as provided in
                  Section 14.1, if the employment of an Employee terminates for
                  any reason other than voluntary termination with the consent
                  of the Company, retirement under any retirement plan of the
                  Company or death, all outstanding Options held by the Employee
                  at the time of such termination of employment shall
                  automatically terminate. provided, however, that if the
                  employment of an Employee is involuntarily terminated by the
                  Company without Cause, any Option held by such Employee at the
                  time of such termination that was granted to Employee on or
                  after May 3, 2001, shall be exercisable by the Employee (but
                  only to the extent exercisable by the Employee immediately
                  prior to the termination of employment) at any time prior to
                  the expiration date of such Option or within one year after
                  the date of termination of employment, whichever is the
                  shorter period. Whether termination of employment is a
                  voluntary termination with the consent of the Company or an
                  involuntary termination with or without cause shall be
                  determined, in its discretion, by the Committee and any such
                  determination by the Committee shall be final and binding.

6.9      TERMINATION OF BOARD SERVICE. Unless the Board, in its discretion,
         shall otherwise determine:
<PAGE>

             (i)  If a Nonemployee Director ceases to be a Director of the
                  Company for any reason other than resignation, removal for
                  cause or death, any then outstanding stock option held by such
                  Nonemployee Director shall be exercisable by the Nonemployee
                  Director (but only to the extent exercisable by the
                  Nonemployee Director immediately prior to ceasing to be a
                  Director) at any time prior to the expiration date of such
                  stock option or within one year after the date the Nonemployee
                  Director ceases to be a Director, whichever is the shorter
                  period;

             (ii) If during his or her term of office as a Director a
                  Nonemployee Director resigns from the Board (which shall not
                  include not standing for reelection at the end of his or her
                  then current term) or is removed from office for cause, any
                  then outstanding stock option held by such Nonemployee
                  Director shall be exercisable by the Nonemployee Director (but
                  only to the extent exercisable by the Nonemployee Director
                  immediately prior to ceasing to be a Director) at any time
                  prior to the expiration date of such stock option or within 90
                  days after the date of resignation or removal, whichever is
                  the shorter period;

             (iii)Following the death of a Nonemployee Director during service
                  as a Director of the Company, any outstanding stock option
                  held by the Nonemployee Director at the time of death (whether
                  or not exercisable by the Nonemployee Director immediately
                  prior to death) shall be exercisable by the person entitled to
                  do so under the Will of the Nonemployee Director, or, if the
                  Nonemployee Director shall fail to make testamentary
                  disposition of the stock option or shall die intestate, by the
                  legal representative of the Nonemployee Director, at any time
                  prior to the expiration date of such stock option or within
                  one year after the date of death, whichever is the shorter
                  period;

             (iv) Following the death of a Nonemployee Director after ceasing to
                  be a Director, any outstanding stock option held by such
                  Nonemployee Director at the time of death shall be exercisable
                  (but only to the extent exercisable by the Nonemployee
                  Director immediately prior to death) by such person entitled
                  to do so under the Will of the Nonemployee Director or by such
                  legal representative at any time prior to the expiration date
                  of such stock option or within one year after the date of
                  death, whichever is the shorter period.

                  Interpretation of the foregoing shall be done by the Board and
                  any determination by the Board shall be final and binding.

6.10     NONTRANSFERABILITY OF OPTIONS. No Option granted under the Plan may be
         sold, transferred, pledged, assigned, or otherwise alienated or
         hypothecated, other than by Will or if the Participant dies intestate
         by the laws of descent and distribution of the state of domicile of the
         Participant at the time of death. Further, all Options granted to a
         Participant under the Plan shall be exercisable during his or her
         lifetime only by such Participant.


         ARTICLE 7.  STOCK APPRECIATION RIGHTS

  7.1    GRANT OF SARS. Subject to the terms and conditions of the Plan, SARs
         may be granted to Participants at any time and from time to time as
         shall be determined by the Appropriate Administrator, provided however
         that any SAR granted in conjunction with an Incentive Stock Option may
         only be granted at the time the related Incentive Stock Option is
         granted. The Appropriate Administrator may grant Freestanding SARs,
         Tandem SARs, or any combination of these forms of SARs.
                  The Appropriate Administrator shall have complete discretion
         in determining the number of SARs granted to each Participant (subject
         to Article 4 herein) and, consistent with the provisions of the Plan,
         in determining the terms and conditions pertaining to such SARs.
                  The grant price of a Freestanding SAR shall equal the Fair
         Market Value of a Share on the date of grant of the SAR. The grant
         price of Tandem SARs shall equal the Option Price of the related
         Option, as provided in Section 6.3.

7.2      EXERCISE OF TANDEM SARS. Tandem SARs may be exercised for all or part
         of the Shares subject to the related Option upon the surrender of the
         right to exercise the equivalent portion of the related Option. A
         Tandem SAR may be exercised only with respect to the Shares for which
         its related Option is then exercisable.
                  Notwithstanding any other provision of this Plan to the
         contrary, with respect to a Tandem SAR granted in connection with an
         ISO: (i) the Tandem SAR will expire no later than the expiration of the
         underlying ISO; (ii) the value of the payout with respect to the Tandem
         SAR may be for no more than one hundred percent (100%) of the
<PAGE>

         difference between the Option Price of the underlying ISO and the Fair
         Market Value of the Shares subject to the underlying ISO at the time
         the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised
         only when the Fair Market Value of the Shares subject to the ISO
         exceeds the Option Price of the ISO.

7.3      EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised upon
         whatever terms and conditions the Appropriate Administrator, in its
         sole discretion, imposes upon them.

7.4      SAR AGREEMENT. Each SAR grant shall be evidenced by an Award Agreement
         that shall specify the grant price, the term of the SAR, and such other
         provisions as the Appropriate Administrator shall determine.

7.5      TERM OF SARS. Except as otherwise provided in Section 7.2 in the case
         of a Tandem SAR granted in conjunction with an ISO, the term of an SAR
         granted under the Plan shall be determined by the Appropriate
         Administrator, in its sole discretion; provided, however, that such
         term shall not exceed ten (10) years.

7.6      PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant shall be
         entitled to receive payment from the Company in an amount determined by
         multiplying:

         (a) The difference between the Fair Market Value of a Share on the date
         of exercise over the grant price; by

         (b) The number of Shares with respect to which the SAR is exercised.

         At the discretion of the Appropriate Administrator, the payment upon
         SAR exercise may be in cash, in Shares of equivalent value, or in some
         combination thereof.

7.7      RULE 16b-3 REQUIREMENTS. Notwithstanding any other provision of the
         Plan, the Appropriate Administrator may impose such conditions on
         exercise of an SAR as may be required to satisfy the requirements of
         Section 16 of the Exchange Act (or any successor rule).

7.8      TERMINATION OF EMPLOYMENT. Each SAR Award Agreement shall set forth the
         extent to which the Participant shall have the right to exercise the
         SAR following termination of the Participant's employment with the
         Company and/or its Subsidiaries or the Participant's termination of
         Board Service, as the case may be. Such provisions shall be determined
         in the sole discretion of the Appropriate Administrator, shall be
         included in the Award Agreement entered into with Participants, need
         not be uniform among all SARs issued pursuant to the Plan, and may
         reflect distinctions based on the reasons for termination of such
         employment or service.

7.9      NONTRANSFERABILITY OF SARS. No SAR granted under the Plan may be sold,
         transferred, pledged, assigned, or otherwise alienated or hypothecated,
         other than by will or, if the grantee dies intestate, by the laws of
         descent and distribution of the state of domicile of the grantee at the
         time of death. Further, all SARs granted to a Participant under the
         Plan shall be exercisable during his or her lifetime only by such
         Participant.

ARTICLE 8.  RESTRICTED STOCK

8.1      GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the
         Plan, the Appropriate Administrator, at any time and from time to time,
         may grant Shares of Restricted Stock to Participants in such amounts as
         the Appropriate Administrator shall determine.

8.2      RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be
         evidenced by a Restricted Stock Award Agreement that shall specify the
         Period(s) of Restriction, the number of Shares of Restricted Stock
         granted, and such other provisions as the Appropriate Administrator
         shall determine.

8.3      TRANSFERABILITY. Except as provided in this Article 8, the Shares of
         Restricted Stock granted herein may not be sold, transferred, pledged,
         assigned, or otherwise alienated or hypothecated until the end of the
         applicable Period of Restriction established by the Appropriate
         Administrator and specified in the Restricted Stock Award Agreement, or
         upon earlier satisfaction of any other conditions, as specified by the
         Appropriate Administrator in its sole discretion and set forth in the
         Restricted Stock Award Agreement. All rights with respect to the
         Restricted Stock granted to a Participant under the Plan shall be
         available during his or her lifetime only to such Participant.
<PAGE>

8.4      OTHER RESTRICTIONS. Subject to Article 11 herein, the Appropriate
         Administrator shall impose such other conditions and/or restrictions on
         any Shares of Restricted Stock granted pursuant to the Plan as it may
         deem advisable including, without limitation, a requirement that
         Participants pay a stipulated purchase price for each Share of
         Restricted Stock, restrictions based upon the achievement of specific
         performance goals (Company-wide, divisional, and/or individual),
         time-based restrictions on vesting following the attainment of the
         performance goals, and/or restrictions under applicable Federal or
         state securities laws.
                The Company shall retain the certificates representing Shares of
         Restricted Stock in the Company's possession until such time as all
         conditions and/or restrictions applicable to such Shares have been
         satisfied.
                Except as otherwise provided in this Article 8, Shares of
         Restricted Stock covered by each Restricted Stock grant made under the
         Plan shall become freely transferable by the Participant after the last
         day of the applicable Period of Restriction.

8.5      VOTING RIGHTS. During the Period of Restriction, Participants holding
         Shares of Restricted Stock granted hereunder may exercise full voting
         rights with respect to those Shares.

8.6      DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction,
         Participants holding Shares of Restricted Stock granted hereunder may
         be credited with regular cash dividends paid with respect to the
         underlying Shares while they are so held. The Appropriate Administrator
         may apply any restrictions to the dividends that the Appropriate
         Administrator deems appropriate. Without limiting the generality of the
         preceding sentence, if the grant or vesting of Restricted Shares
         granted to a Named Executive Officer is designed to comply with the
         requirements of the Performance-Based Exception, the Committee may
         apply any restrictions it deems appropriate to the payment of dividends
         declared with respect to such Restricted Shares, such that the
         dividends and/or the Restricted Shares maintain eligibility for the
         Performance-Based Exception.
                  In the event that any dividend constitutes a "derivative
         security" or an "equity security" pursuant to Rule 16(a) under the
         Exchange Act, such dividend shall be subject to a vesting period equal
         to the remaining vesting period of the Shares of Restricted Stock with
         respect to which the dividend is paid.

8.7      TERMINATION OF EMPLOYMENT. Each Restricted Stock Award Agreement shall
         set forth the extent to which the Participant shall have the right to
         receive unvested Restricted Shares following termination of the
         Participant's employment with the Company or service on the Board, as
         the case may be. Such provisions shall be determined in the sole
         discretion of the Appropriate Administrator, shall be included in the
         Award Agreement entered into with each Participant, need not be uniform
         among all Shares of Restricted Stock issued pursuant to the Plan, and
         may reflect distinctions based on the reasons for termination of such
         employment or service; provided, however that, except in the cases of
         terminations connected with a Change in Control and terminations by
         reason of death or disability the vesting of Shares of Restricted Stock
         which qualify for the Performance-Based Exception and which are held by
         Named Executive Officers shall occur at the time they otherwise would
         have, but for the employment termination.

         ARTICLE 9.  PERFORMANCE UNITS AND PERFORMANCE SHARES

9.1      GRANT OF PERFORMANCE UNITS/SHARES. Subject to the terms of the Plan,
         Performance Units and/or Performance Shares may be granted to
         Participants in such amounts and upon such terms, and at any time and
         from time to time, as shall be determined by the Appropriate
         Administrator.

9.2      VALUE OF PERFORMANCE UNITS/SHARES. Each Performance Unit shall have an
         initial value that is established by the Appropriate Administrator at
         the time of grant. Each Performance Share shall have an initial value
         equal to the Fair Market Value of a Share on the date of grant. The
         Appropriate Administrator shall set performance goals in its discretion
         which, depending on the extent to which they are met, will determine
         the number and/or value of Performance Units/Shares that will be paid
         out to the Participant. For purposes of this Article 9, the time period
         during which the performance goals must be met shall be called a
         "Performance Period."

9.3      EARNING OF PERFORMANCE UNITS/SHARES. Subject to the terms of this Plan,
         after the applicable Performance Period has ended, the holder of
         Performance Units/Shares shall be entitled to receive payout on the
         number and value of Performance Units/Shares earned by the Participant
         over the Performance Period, to be determined as a function of the
         extent to which the corresponding performance goals have been achieved.

9.4      FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES. Payment of
         earned Performance Units/Shares shall be made in a single lump sum
         within seventy-five (75) calendar days following the close of the
         applicable Performance Period. Subject to the terms of this Plan,
         the Appropriate Administrator, in its sole discretion, may pay

<PAGE>

         earned Performance Units/Shares in the form of cash or in Shares (or in
         a combination thereof) which have an aggregate Fair Market Value equal
         to the value of the earned Performance Units/Shares at the close of the
         applicable Performance Period. Such Shares may be granted subject to
         any restrictions deemed appropriate by the Appropriate Administrator.
                  At the discretion of the Appropriate Administrator,
         Participants may be entitled to receive any dividends declared with
         respect to Shares which have been earned in connection with grants of
         Performance Units and/or Performance Shares which have been earned, but
         not yet distributed to Participants (such dividends shall be subject to
         the same accrual, forfeiture, and payout restrictions as apply to
         dividends earned with respect to Shares of Restricted Stock, as set
         forth in Section 8.6 herein). In addition, Participants may, at the
         discretion of the Appropriate Administrator, be entitled to exercise
         their voting rights with respect to such Shares.

9.5      TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.
         Unless determined otherwise by the Appropriate Administrator and set
         forth in the Participant's Award Agreement, in the event the employment
         or the Board service of a Participant is terminated by reason of death,
         disability, or Retirement during a Performance Period, the Participant
         shall receive a payout of the Performance Units/Shares which is
         prorated, as specified by the Appropriate Administrator in its
         discretion.
                  Payment of earned Performance Units/Shares shall be made at a
         time specified by the Appropriate Administrator in its sole discretion
         and set forth in the Participant's Award Agreement. Notwithstanding the
         foregoing, with respect to Named Executive Officers who retire during a
         Performance Period, payments shall be made at the same time as payments
         are made to Participants who did not terminate employment during the
         applicable Performance Period.

9.6      TERMINATION OF EMPLOYMENT OR BOARD SERVICE FOR OTHER REASONS. In the
         event that a Participant's employment or Board service terminates for
         any reason other than those reasons set forth in Section 9.5 herein,
         all Performance Units/Shares shall be forfeited by the Participant to
         the Company unless determined otherwise by the Appropriate
         Administrator, as set forth in the Participant's Award Agreement.

9.7      NONTRANSFERABILITY. Performance Units/Shares may not be sold,
         transferred, pledged, assigned, or otherwise alienated or hypothecated,
         other than by will or if the grantee dies intestate by the laws of
         descent and distribution of the state of domicile of the grantee at the
         time of death. Further, a Participant's rights under the Plan shall be
         exercisable during the Participant's lifetime only by the Participant
         or the Participant's legal representative.

         ARTICLE 10.  PERFORMANCE MEASURES

Unless and until the Appropriate Administrator proposes for shareholder vote and
shareholders approve a change in the general performance measures set forth in
this Article 10, the attainment of which may determine the degree of payout
and/or vesting with respect to Awards to Named Executive Officers which are
designed to qualify for the Performance Based Exception, the performance
measure(s) to be used for purposes of such grants shall be chosen from among the
following alternatives:

         (a)  Revenues of the Company or any specified division;

         (b) Percentage increase over a specified period in revenues of the
         Company or any specified division;

         (c) Expenses or any designated category of expenses of the Company or
         any specified division;

         (d) Percentage decrease over a specified period in expenses or any
         designated category of expenses of the Company or any specified
         division;

         (e) Pretax or after-tax income of the Company or any specified
         division; and

         (f) Percentage increase over a specified period in pretax or after-tax
         income of the Company or any specified division.

The Appropriate Administrator shall have the discretion to adjust the
determinations of the degree of attainment of the preestablished performance
goals; provided, however, that Awards which are designed to qualify for the
Performance Based Exception, and which are held by Named Executive Officers, may
not be adjusted upward (the Committee shall retain the discretion to adjust such
Awards downward).


<PAGE>

         In the event that applicable tax and/or securities laws change to
permit the Appropriate Administrator discretion to alter the governing
performance measures without obtaining shareholder approval of such changes, the
Appropriate Administrator shall have sole discretion to make such changes
without obtaining shareholder approval. In addition, in the event that the
Appropriate Administrator determines that it is advisable to grant Awards, which
shall not qualify for the Performance-Based Exception, the Appropriate
Administrator may make such grants without satisfying the requirements of Code
Section 162(m).

         ARTICLE 11.  BENEFICIARY DESIGNATION

Each Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Company, and will be effective only when filed by the Participant in writing
with the Company during the Participant's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.

         ARTICLE 12.  DEFERRALS

The Committee may permit or require a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant by virtue of the exercise of an Option or SAR, the lapse
or waiver of restrictions with respect to Restricted Stock, or the satisfaction
of any requirements or goals with respect to Performance Units/Shares. If any
such deferral election is required or permitted, the Appropriate Administrator
shall, in its sole discretion, establish rules and procedures for such payment
deferrals.

         ARTICLE 13.  RIGHTS OF EMPLOYEES AND NONEMPLOYEE DIRECTORS

13.1     EMPLOYMENT AND BOARD SERVICE. Nothing in the Plan shall interfere with
         or limit in any way the right of the Company to terminate any
         Participant's employment at any time, nor confer upon any Participant
         any right to continue in the employ of the Company, nor shall it confer
         any right to a person to continue as a Director of the Company or
         interfere in any way with the rights of shareholders of the Company or
         the Board to elect and remove Directors.

13.2     PARTICIPATION. No Employee or Nonemployee Director shall have the right
         to be selected to receive an Award under this Plan, or, having been so
         selected, to be selected to receive a future Award.

         ARTICLE 14.  CHANGE IN CONTROL

14.1     TREATMENT OF OUTSTANDING AWARDS. Upon the occurrence of a Change in
         Control, unless otherwise specifically prohibited under applicable
         laws, or by the rules and regulations of any governing governmental
         agencies or national securities exchanges:

         (a) Any and all Options and SARs granted hereunder shall become
         immediately exercisable, and shall remain exercisable throughout their
         entire term;

         (b) Any restriction periods and restrictions imposed on Restricted
         Shares shall lapse;

         (c) The target payout opportunities attainable under all outstanding
         Awards of Restricted Stock, Performance Units and Performance Shares
         shall be deemed to have been fully earned for the entire Performance
         Period(s) as of the effective date of the Change in Control. The
         vesting of all Awards denominated in Shares shall be accelerated as of
         the effective date of the Change in Control, and there shall be paid
         out in cash to Participants within thirty (30) days following the
         effective date of the Change in Control an amount equal to one hundred
         percent (100%) of all targeted cash payout opportunities associated
         with outstanding cash-based Awards; and

         (d) Subject to Article 15 herein, the Appropriate Administrator shall
         have the authority to make any modifications to the Awards as
         determined by the Appropriate Administrator to be appropriate before
         the effective date of the Change in Control.
<PAGE>

14.2     ACCELERATION OF AWARD VESTING. Notwithstanding any provision of this
         Plan or any Award Agreement provision to the contrary, the Appropriate
         Administrator, in its sole and exclusive discretion, shall have the
         power at any time to accelerate the vesting of any Award granted under
         the Plan to a Participant, including without limitation acceleration to
         such a date that would result in said Awards becoming immediately
         vested, except that the Appropriate Administrator shall not have the
         authority to accelerate any Award that would otherwise qualify for the
         Performance-Based Exception in any manner that would cause the Award to
         fail to qualify as such.

14.3     TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE IN CONTROL
         PROVISIONS. Notwithstanding any other provision of this Plan or any
         Award Agreement provision, the provisions of this Article 14 may not be
         terminated, amended, or modified on or after the date of a Change in
         Control to affect adversely any Award theretofore granted under the
         Plan without the prior written consent of the Participant with respect
         to said Participant's outstanding Awards; provided, however, the Board
         of Directors, upon recommendation of the Committee, may terminate,
         amend, or modify this Article 14 at any time and from time to time
         prior to the date of a Change in Control.



         ARTICLE 15.  AMENDMENT, MODIFICATION, AND TERMINATION

15.1     AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at any time and
         from time to time, alter, amend, suspend or terminate the Plan in whole
         or in part; provided, however, that no amendment which requires
         shareholder approval in order for the Plan to continue to comply with
         Rule 16b-3 under the Exchange Act, including any successor to such
         Rule, shall be effective unless such amendment shall be approved by the
         requisite vote of shareholders of the Company entitled to vote thereon.

15.2     ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
         NONRECURRING EVENTS. The Committee may make adjustments in the terms
         and conditions of, and the criteria included in, Awards in recognition
         of unusual or nonrecurring events (including, without limitation, the
         events described in Section 4.3 hereof) affecting the Company or the
         financial statements of the Company or of changes in applicable laws,
         regulations, or accounting principles, whenever the Committee
         determines that such adjustments are appropriate in order to prevent
         dilution or enlargement of the benefits or potential benefits intended
         to be made available under the Plan; provided that no such adjustment
         shall be authorized to the extent that such authority would be
         inconsistent with the Plan's meeting the requirements of Section 162(m)
         of the Code, as from time to time amended.

15.3     AWARDS PREVIOUSLY GRANTED. No termination, amendment, or modification
         of the Plan shall adversely affect in any material way any Award
         previously granted under the Plan, without the written consent of the
         Participant holding such Award.

15.4     COMPLIANCE WITH CODE SECTION 162(M). Compliance with Code Section
         162(m). At all times when Code Section 162(m) is applicable, all Awards
         granted under this Plan shall comply with the requirements of Code
         Section 162(m); provided, however, that in the event the Committee
         determines that such compliance is not desired with respect to any
         Award or Awards available for grant under the Plan, then compliance
         with Code Section 162(m) will not be required. In addition, in the
         event that changes are made to Code Section 162(m) to permit greater
         flexibility with respect to any Award or Awards available under the
         Plan, the Committee may, subject to this Article 15, make any
         adjustments it deems appropriate.

         ARTICLE 16.  WITHHOLDING

16.1     TAX WITHHOLDING. The Company shall have the power and the right to
         deduct or withhold, or require an Employee to remit to the Company, an
         amount sufficient to satisfy Federal, state, and local taxes, domestic
         or foreign, required by law or regulation to be withheld with respect
         to any taxable event arising as a result of this Plan.

16.2     SHARE WITHHOLDING. With respect to withholding required upon the
         exercise of Options or SARs, upon the lapse of restrictions on
         Restricted Stock, or upon any other taxable event arising as a result
         of Awards granted hereunder, Employees may elect, subject to the
         approval of the Committee, to satisfy the withholding requirement, in
         whole or in part, by having the Company withhold Shares having a Fair
         Market Value on the date the tax is to be determined equal to the
         minimum statutory total tax which could be imposed on the action. All
         such elections shall be irrevocable, made in writing, signed by the
         Employee, and shall be subject to any restrictions or limitations
         that the Committee, in its sole discretion, deems appropriate.



<PAGE>


ARTICLE 17.  INDEMNIFICATION

Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by the Company against and from
any loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in settlement thereof,
with the Company's approval, or paid by him or her in satisfaction of any
judgment in any such action, suit, or proceeding against him or her, provided he
or she shall give the Company an opportunity at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such persons may be entitled under
the Company's Articles of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

ARTICLE 18.  SUCCESSOR

All obligations of the Company under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

         ARTICLE 19.  LEGAL CONSTRUCTION

19.1     GENDER AND NUMBER. Except where otherwise indicated by the context, any
         masculine term used herein also shall include the feminine; the plural
         shall include the singular and the singular shall include the plural.

19.2     SEVERABILITY. In the event any provision of the Plan shall be held
         illegal or invalid for any reason, the illegality or invalidity shall
         not affect the remaining parts of the Plan, and the Plan shall be
         construed and enforced as if the illegal or invalid provision had not
         been included.

ARTICLE 20. REQUIREMENTS OF LAW.

The granting of Awards and the issuance of Shares under the Plan shall be
subject to all applicable laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be required.

ARTICLE 21. SECURITIES LAW COMPLIANCE.

With respect to (i) a Director of the Company, (ii) an executive officer of the
Company or other person who is required to file reports pursuant to the rules
promulgated under Section 16 of the Exchange Act and (iii) Insiders,
transactions under this Plan are intended to comply with all applicable
conditions or Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Plan or action by the Appropriate Administrator fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Appropriate Administrator.

   ARTICLE 22.  GOVERNING LAW.

To the extent not preempted by Federal law, the Plan and all agreements
hereunder, shall be construed in accordance with and governed by the laws of the
Commonwealth of Pennsylvania.