Exhibit 10.4

                             GREAT LAKES REIT, INC.
                   1997 EQUITY AND PERFORMANCE INCENTIVE PLAN

1.       Purpose.  The purpose of the 1997 Equity and Performance Incentive Plan
(the "Plan") is to attract and retain directors, officers and other key
employees for Great Lakes REIT, Inc. (the "Company") and to provide to such
persons incentives and rewards for superior performance.

2.       Definitions.  As used in this Plan,
         "Appreciation  Right"  means a right  granted  pursuant to Section 5 of
this Plan, and shall include both Tandem  Appreciation  Rights and Free-Standing
Appreciation Rights.

         "Board"  means the Board of Directors of the Company and, to the extent
of any delegation by the Board to a committee (or subcommittee thereof) pursuant
to Section 14 of this Plan, such committee (or subcommittee).

         "Change in Control"  shall have the  meaning  provided in Section 11 of
this Plan.

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

         "Common Shares" means shares of Common Stock, par value $.01 per share,
of the Company or any  security  into which such  shares of Common  Stock may be
changed by reason of any transaction or event of the type referred to in Section
10 of this Plan.

         "Covered  Employee" means a Participant who is, or is determined by the
Board to be likely to become, a "covered employee" within the meaning of Section
162(m) of the Code (or any successor provision).

         "Date of Grant" means the date  specified by the Board on which a grant
of Option Rights,  Appreciation Rights,  Performance Shares or Performance Units
or a grant  or  sale of  Restricted  Shares  or  Deferred  Shares  shall  become
effective  (which  date  shall not be  earlier  than the date on which the Board
takes action with respect thereto).

         "Deferral Period" means the period of time during which Deferred Shares
are subject to deferral limitations under Section 7 of this Plan.

         "Deferred  Shares"  means an award made  pursuant  to Section 7 of this
Plan of the right to receive  Common  Shares at the end of a specified  Deferral
Period.

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
and the rules and regulations thereunder, as such law, rules and regulations may
be amended from time to time.
         "Exercise   Price"  means  the  price   payable  upon   exercise  of  a
Free-Standing Appreciation Right.

         "Free-Standing  Appreciation  Right"  means an  Appreciation  Right not
granted in tandem with an Option Right.



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         "Incentive  Stock  Options"  means  Option  Rights that are intended to
qualify  as  "incentive  stock  options"  under  Section  422 of the Code or any
successor provision.

         "Management  Objectives" means the measurable  performance objective or
objectives  established pursuant to this Plan for Participants who have received
grants of Performance  Shares or Performance Units or, when so determined by the
Board,  Option  Rights,  Appreciation  Rights,  Restricted  Shares and  dividend
credits pursuant to this Plan.  Management  Objectives may be described in terms
of Company-wide  objectives or objectives that are related to the performance of
the individual Participant or of the Subsidiary, division, department, region or
function  within the Company or Subsidiary in which the Participant is employed.
The  Management  Objectives  may be made  relative to the  performance  of other
corporations.  The  Management  Objectives  applicable to any award to a Covered
Employee  shall be based on specified  levels of or growth in one or more of the
following criteria:

         i.       cash flow/net assets ratio;
         ii.      debt/capital ratio;
         iii.     return on total capital;
         iv.      return on equity;
         v.       funds from operations;
         vi.      funds from operations per share growth;
         vii.     revenue growth; and
         viii.    total return to stockholders.

Except where a  modification  would result in an award no longer  qualifying  as
performance based compensation within the meaning of Section 162(m) of the Code,
the Board may in its discretion modify such Management Objectives or the related
minimum acceptable level of achievement, in whole or in part, as the Board deems
appropriate and equitable.

         "Market Value per Share" means,  as of any  particular  date,  the fair
market  value of the  Common  Shares  as  listed  on the NYSE as of the close of
business on such date or the latest such date on which there is a listing.

         "Non-Employee Director" means a Director of the Company who is not an
employee of the Company or any Subsidiary.

         "NYSE" means the New York Stock Exchange, Inc.

         "Optionee" means the optionee named in an agreement evidencing an
outstanding Option Right.

         "Option Price" means the purchase price payable on exercise of an
Option Right.

         "Option Right" means the right to purchase  Common Shares upon exercise
of an option granted pursuant to Section 4 of this Plan.

         "Participant"  means a person who is  selected  by the Board to receive
benefits  under  this  Plan and who is at the  time an  officer,  or  other  key
employee  of the  Company  or any one or more  of its  Subsidiaries,  or who has
agreed to commence serving in any of such capacities  within 90 days of the Date
of Grant.



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         "Performance  Period"  means,  with respect to a  Performance  Share or
Performance  Unit,  a period of time  established  pursuant to Section 8 of this
Plan within which the Management  Objectives  relating to such Performance Share
or Performance Unit are to be achieved.

         "Performance   Share"  means  a  bookkeeping  entry  that  records  the
equivalent of one Common Share awarded pursuant to Section 8 of this Plan.

         "Performance  Unit"  means a  bookkeeping  entry  that  records  a unit
equivalent to $1.00 awarded pursuant to Section 8 of this Plan.

         "Reload   Option  Rights"  means   additional   Option  Rights  granted
automatically  to an Optionee  upon the  exercise of Option  Rights  pursuant to
Section 4(g) of this Plan.

         "Restricted  Shares"  means Common  Shares  granted or sold pursuant to
Section 6 of this Plan as to which  neither the  substantial  risk of forfeiture
nor the prohibition on transfers referred to in such Section 6 has expired.

         "Rule 16b-3" means Rule 16b-3 of the Securities and Exchange Commission
(or any successor rule to the same effect) as in effect from time to time.

         "Spread"  means the  excess of the  Market  Value per Share on the date
when an Appreciation  Right is exercised,  or on the date when Option Rights are
surrendered  in payment of the Option  Price of other  Option  Rights,  over the
Option  Price or Exercise  Price  provided  for in the related  Option  Right or
Free-Standing Appreciation Right, respectively.

         "Tandem  Appreciation  Right" means an  Appreciation  Right  granted in
tandem with an Option Right.

         "Voting  Power"  means at any time,  the total  votes  relating  to the
then-outstanding  securities  entitled  to vote  generally  in the  election  of
directors of the Company.

         3.  Shares  Available  Under the Plan.  (a)  Subject to  adjustment  as
provided  in  paragraph  (b) below and  Section 10 of this  Plan,  the number of
Common Shares that may be issued or transferred  (i) upon the exercise of Option
Rights or  Appreciation  Rights,  (ii) as  Restricted  Shares and released  from
substantial  risks of  forfeiture  thereof,  (iii) as Deferred  Shares,  (iv) in
payment of Performance Shares or Performance Units that have been earned, or (v)
in payment of dividend  equivalents  paid with  respect to awards made under the
Plan, shall not exceed in the aggregate  2,250,000 Common Shares plus any shares
described in paragraph (b) below. Such shares may be shares of original issuance
or treasury shares or a combination of the foregoing.

         (b) The number of shares  available  in  paragraph  (a) above  shall be
adjusted to account for shares relating to awards that expire; are forfeited; or
are  transferred,  surrendered,  or relinquished  upon the payment of any Option
Price by the transfer to the Company of Common  Shares or upon  satisfaction  of
any withholding amount.

         (c)  Notwithstanding  anything in this  Section 3, or elsewhere in this
Plan, to the contrary,  the aggregate number of Common Shares actually issued or
transferred  by the Company upon the exercise of Incentive  Stock  Options shall
not exceed  2,250,000  Common  Shares,  subject to  adjustments  as  provided in
Section 10 of this Plan.  Further, no Participant shall be granted Option Rights
for more than 750,000  Common  Shares  during any period of 5 years,  subject to
adjustments


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as provided in Section 10 of this Plan.

         (d) Upon payment in cash of the benefit  provided by any award  granted
under  this Plan,  any shares  that were  covered by that award  shall  again be
available for issue or transfer hereunder.

         (e)  Notwithstanding  any other provision of this Plan to the contrary,
in no event shall any  Participant  in any period of 5 years  receive  more than
500,000 Appreciation Rights, subject to adjustments as provided in Section 10 of
this Plan.

         (f)  Notwithstanding  any other provision of this Plan to the contrary,
the number of shares  issued as  Restricted  Shares  shall not in the  aggregate
exceed 500,000  Common Shares,  subject to adjustments as provided in Section 10
of this Plan;  and, in no event shall any  Participant  in any period of 5 years
receive more than 500,000 Restricted Shares or 500,000 Deferred Shares,  subject
to adjustments as provided in Section 10 of this Plan.

         (g)  Notwithstanding  any other provision of this Plan to the contrary,
in no event  shall any  Participant  in any  calendar  year  receive an award of
Performance  Shares or Performance Units having an aggregate maximum value as of
their respective Dates of Grant in excess of $3,000,000.

     4. Option Rights.  The Board may, from time to time and upon such terms and
conditions  as it may  determine,  authorize  the  granting to  Participants  of
options to purchase Common Shares. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the requirements contained in the
following provisions:

         (a) Each grant shall  specify  the number of Common  Shares to which it
pertains subject to the limitations set forth in Section 3 of this Plan.

         (b) Each grant shall  specify an Option Price per share,  which may not
be less than the Market Value per Share on the Date of Grant.

         (c) Each grant shall specify  whether the Option Price shall be payable
(i) in cash or by check  acceptable  to the  Company,  or (ii) by the  actual or
constructive  transfer to the  Company of  nonforfeitable,  unrestricted  Common
Shares  owned by the  Optionee (or other  consideration  authorized  pursuant to
subsection  (d) below) having a value at the time of exercise equal to the total
Option Price, or (iii) by a combination of such methods of payment.

         (d) The  Board  may  determine,  at or after  the Date of  Grant,  that
payment of the Option Price of any option (other than an Incentive Stock Option)
may also be made in whole or in part in the form of  Restricted  Shares or other
Common  Shares that are  forfeitable  or subject to  restrictions  on  transfer,
Deferred Shares,  Performance  Shares (based,  in each case, on the Market Value
per Share on the date of exercise),  other Option Rights (based on the Spread on
the date of exercise) or Performance Units.  Unless otherwise  determined by the
Board at or after the Date of Grant,  whenever any Option Price is paid in whole
or in part by  means  of any of the  forms of  consideration  specified  in this
paragraph,  the Common  Shares  received  upon the exercise of the Option Rights
shall be subject to such risks of forfeiture or  restrictions on transfer as may
correspond to any that apply to the consideration  surrendered,  but only to the
extent of (i) the number of shares or Performance Shares, (ii) the Spread of any
unexercisable portion of Option Rights, or (iii) the stated value of Performance
Units surrendered.

     (e) Any grant may provide for deferred payment of the Option Price from the
proceeds


<PAGE>




of sale through a bank or broker on a date  satisfactory  to the Company of some
or all of the shares to which such exercise relates.

         (f) Any grant may  provide  for  payment  of the Option  Price,  at the
election of the Optionee, in installments,  with or without interest, upon terms
determined by the Board.

         (g) Any  grant  may,  at or after the Date of  Grant,  provide  for the
automatic  grant of Reload  Option  Rights to an Optionee  upon the  exercise of
Option  Rights  (including  Reload  Option  Rights) using Common Shares or other
consideration specified in paragraph (d) above. Reload Option Rights shall cover
up to the number of Common Shares, Deferred Shares, Option Rights or Performance
Shares (or the number of Common  Shares having a value equal to the value of any
Performance  Units) surrendered to the Company upon any such exercise in payment
of the Option Price or to meet any withholding  obligations.  Reload Options may
have an Option Price that is no less than the applicable  Market Value per Share
at the time of exercise  and shall be on such other terms as may be specified by
the Directors,  which may be the same as or different from those of the original
Option Rights.

         (h) Successive  grants may be made to the same  Participant  whether or
not any Option Rights previously granted to such Participant remain unexercised.

         (i)  Each  grant  shall  specify  the  period  or  periods  (if any) of
continuous service by the Optionee with the Company or any Subsidiary  following
the grant that is necessary  before the Option  Rights or  installments  thereof
will become  exercisable and may provide for the earlier exercise of such Option
Rights in the event of a Change  in  Control  or other  similar  transaction  or
event.

         (j) Any grant of Option Rights may specify  Management  Objectives that
must be achieved as a condition to the exercise of such rights.

         (k)  Option  Rights  granted  under  this  Plan  may  be  (i)  options,
including,  without  limitation,  Incentive Stock Options,  that are intended to
qualify  under  particular  provisions  of the Code,  (ii)  options that are not
intended so to qualify, or (iii) combinations of the foregoing.

         (1) The Board may,  at or after the Date of Grant of any Option  Rights
(other  than  Incentive  Stock  Options),  provide  for the  payment of dividend
equivalents to the Optionee on either a current or deferred or contingent  basis
or may provide that such equivalents shall be credited against the Option Price.

         (m) The exercise of an Option Right shall result in the cancellation on
a  share-for-share  basis of any  Tandem  Appreciation  Right  authorized  under
Section 5 of this Plan.

     (n) No Option Right shall be  exercisable  more than 10 years from the Date
of Grant.

         (o) Each grant of Option  Rights  shall be  evidenced  by an  agreement
executed on behalf of the Company by an officer and  delivered  to the  Optionee
and  containing  such terms and  provisions,  consistent  with this Plan, as the
Board may approve.

     5.  Appreciation  Rights.  (a) The Board may also authorize the granting to
any Optionee of Tandem Appreciation Rights with respect to Option Rights granted
hereunder  at any time prior to the  exercise  or  termination  of such  related
Option Rights; provided, however, that a


<PAGE>




Tandem  Appreciation Right awarded in relation to an Incentive Stock Option must
be granted  concurrently with such Incentive Stock Option. A Tandem Appreciation
Right shall be a right of the Optionee,  exercisable by surrender of the related
Option  Right,  to receive from the Company an amount  determined  by the Board,
which  shall be  expressed  as a  percentage  of the Spread (not  exceeding  100
percent) at the time of exercise.

         (b) The Board may also  authorize  the granting to any  Participant  of
Free-Standing Appreciation Rights. A Free-Standing Appreciation Right shall be a
right of the Participant to receive from the Company an amount determined by the
Board, which shall be expressed as a percentage of the Spread (not exceeding 100
percent) at the time of exercise.

     (c)  Each  grant  of  Appreciation  Rights  may  utilize  any or all of the
authorizations,  and shall be subject to all of the  requirements,  contained in
the following provisions:

                  (i) Any grant may specify that the amount  payable on exercise
of an Appreciation Right may be paid by the Company in cash, in Common Shares or
in any combination  thereof and may either grant to the Participant or retain in
the Board the right to elect among those alternatives.

                  (ii) Any grant may specify that the amount payable on exercise
of an Appreciation  Right may not exceed a maximum specified by the Board at the
Date of Grant.

                  (iii) Any grant may specify  waiting  periods before  exercise
and permissible exercise dates or periods and shall provide that no Appreciation
Right  may be  exercised  except  at a time when the  related  Option  Right (if
applicable) is also exercisable and at a time when the Spread is positive.

                  (iv) Any grant may specify that such Appreciation Right may be
exercised only in the event of a Change in Control or other similar  transaction
or event.

                  (v) Each grant of Appreciation Rights shall be evidenced by an
agreement  executed on behalf of the Company by an officer and  delivered to and
accepted by the  Participant,  which agreement shall describe such  Appreciation
Rights,  identify the related  Option  Rights (if  applicable),  state that such
Appreciation  Rights are subject to all the terms and  conditions  of this Plan,
and contain such other terms and  provisions,  consistent with this Plan, as the
Board may approve.

                  (vi) Any grant of Appreciation  Rights may specify  Management
Objectives that must be achieved as a condition of the exercise of such rights.

     6.  Restricted  Shares.  The Board may also  authorize the grant or sale of
Restricted  Shares to  Participants.  Each such grant or sale may utilize any or
all of the  authorizations,  and shall be  subject  to all of the  requirements,
contained in the following provisions:

         (a) Each such grant or sale shall  constitute an immediate  transfer of
the  ownership  of Common  Shares to the  Participant  in  consideration  of the
performance  of services,  entitling such  Participant  to voting,  dividend and
other ownership  rights,  but subject to the substantial  risk of forfeiture and
restrictions on transfer hereinafter referred to.

     (b) Each such grant or sale may be made without additional consideration or
in consideration of a payment by such Participant that is less than Market Value
per Share at the Date of Grant.

<PAGE>



         (c) Each such grant or sale shall  provide that the  Restricted  Shares
covered  by such  grant  or sale  shall be  subject  to a  "substantial  risk of
forfeiture"  within the  meaning of Section 83 of the Code,  for a period of not
less than one year to be determined by the Board at the Date of Grant, except in
the event of a Change in Control or other similar transaction or event.

         (d) Each such grant or sale shall  provide  that  during the period for
which such substantial risk of forfeiture is to continue, the transferability of
the Restricted Shares shall be prohibited or restricted in the manner and to the
extent  prescribed  by the Board at the Date of Grant  (which  restrictions  may
include,  without  limitation,  rights of  repurchase  or first  refusal  in the
Company  or  provisions   subjecting  the  Restricted  Shares  to  a  continuing
substantial risk of forfeiture in the hands of any transferee).

         (e) Any grant of Restricted  Shares may specify  Management  Objectives
which,  if achieved,  will result in  termination  or early  termination  of the
restrictions  applicable  to such shares and each grant may specify with respect
to  such  specified  Management  Objectives,   a  minimum  acceptable  level  of
achievement  and  shall  set  forth a  formula  for  determining  the  number of
Restricted  Shares on which  restrictions will terminate if performance is at or
above the minimum  level,  but falls short of full  achievement of the specified
Management Objectives.

         (f) Any such grant or sale of Restricted Shares may require that any or
all  dividends or other  distributions  paid  thereon  during the period of such
restrictions be automatically  deferred and reinvested in additional  Restricted
Shares, which may be subject to the same restrictions as the underlying award.

         (g) Each grant or sale of  Restricted  Shares  shall be evidenced by an
agreement  executed  on behalf  of the  Company  by an  authorized  officer  and
delivered to and accepted by the  Participant  and shall  contain such terms and
provisions,  consistent  with  this  Plan,  as the  Board  may  approve.  Unless
otherwise directed by the Board, all certificates representing Restricted Shares
shall be held in custody by the Company  until all  restrictions  thereon  shall
have lapsed,  together with a stock power or powers  executed by the Participant
in whose name such  certificates are registered,  endorsed in blank and covering
such Shares.

     7. Deferred  Shares.  The Board may also  authorize the granting or sale of
Deferred Shares to Participants.  Each such grant or sale may utilize any or all
of the authorizations, and shall be subject to all of the requirements contained
in the following provisions:

         (a) Each such  grant or sale  shall  constitute  the  agreement  by the
Company  to  deliver  Common  Shares  to  the   Participant  in  the  future  in
consideration of the performance of services,  but subject to the fulfillment of
such conditions during the Deferral Period as the Board may specify.

         (b)  Each  such   grant  or  sale  may  be  made   without   additional
consideration  or in consideration of a payment by such Participant that is less
than the Market Value per Share at the Date of Grant.

         (c) Each such grant or sale  shall be  subject to a Deferral  Period of
not less than one year,  as  determined by the Board at the Date of Grant except
(if the Board shall so  determine)  in the event of a Change in Control or other
similar transaction or event.


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         (d) During the Deferral Period,  the Participant shall have no right to
transfer any rights under his or her award and shall have no rights of ownership
in the Deferred  Shares and shall have no right to vote them, but the Board may,
at or after the Date of Grant,  authorize the payment of dividend equivalents on
such Shares on either a current or deferred or contingent basis,  either in cash
or in additional Common Shares.

         (e) Each grant or sale of  Deferred  Shares  shall be  evidenced  by an
agreement  executed  on behalf  of the  Company  by an  authorized  officer  and
delivered to and accepted by the  Participant  and shall  contain such terms and
provisions, consistent with this Plan, as the Board may approve.

         8.  Performance  Shares  and  Performance  Units.  The  Board  may also
authorize the granting of  Performance  Shares and  Performance  Units that will
become  payable  to a  Participant  upon  achievement  of  specified  Management
Objectives.  Each such grant may utilize any or all of the  authorizations,  and
shall  be  subject  to all  of  the  requirements,  contained  in the  following
provisions:

         (a) Each  grant  shall  specify  the  number of  Performance  Shares or
Performance  Units  to  which  it  pertains,  which  number  may be  subject  to
adjustment reflect changes in compensation or other factors; provided,  however,
that no such adjustment shall be made in the case of a Covered Employee.

         (b) The Performance  Period with respect to each  Performance  Share or
Performance Unit shall be such period of time (not less than one year, except in
the event of a Change in Control or other similar  transaction or event,  if the
Board  shall so  determine)  commencing  with the  Date of  Grant  (as  shall be
determined by the Board at the time of grant).

         (c) Any grant of Performance  Shares or Performance Units shall specify
Management  Objectives  which,  if  achieved,  will  result in  payment or early
payment of the award,  and each grant may specify with respect to such specified
Management  Objectives a minimum  acceptable  level of achievement and shall set
forth a formula for determining the number of Performance  Shares or Performance
Units that will be earned if performance  is at or above the minimum level,  but
falls short of full  achievement  of the specified  Management  Objectives.  The
grant of Performance  Shares or Performance Units shall specify that, before the
Performance Shares or Performance Units shall be earned and paid, the Board must
certify that the Management Objectives have been satisfied.

         (d) Each grant shall specify a minimum  acceptable level of achievement
with respect to the specified Management  Objectives below which no payment will
be made and shall set forth a formula for  determining  the amount of payment to
be made if performance is at or above such minimum but short of full achievement
of the Management Objectives.

         (e) Each  grant  shall  specify  the  time and  manner  of  payment  of
Performance  Shares or Performance  Units which have been earned.  Any grant may
specify that the amount payable with respect  thereto may be paid by the Company
in cash, in Common Shares or in any combination  thereof and may either grant to
the  Participant  or  retain  in the  Board  the  right  to  elect  among  those
alternatives.

         (f) Any grant of Performance Shares may specify that the amount payable
with respect thereto may not exceed a maximum specified by the Board at the Date
of Grant. Any grant of Performance  Units may specify that the amount payable or
the number of Common Shares issued


<PAGE>




with respect thereto may not exceed maximums specified by the Board at the Date
of Grant.

         (g) The Board may, at or after the Date of Grant of Performance Shares,
provide for the payment of dividend  equivalents to the holder thereof on either
a current or  deferred  or  contingent  basis,  either in cash or in  additional
Common Shares.

         (h) Each grant of  Performance  Shares or  Performance  Units  shall be
evidenced  by an  agreement  executed on behalf of the Company by an  authorized
officer and delivered to and accepted by the Participant,  which agreement shall
state that such Performance  Shares or Performance  Units are subject to all the
terms and conditions of this Plan, and contain such other terms and  provisions,
consistent with this Plan, as the Board may approve.

         9. Transferability.  (a) Except as otherwise determined by the Board on
a case-by-case  basis, no Option Right,  Appreciation  Right or other derivative
security  granted under the Plan shall be transferable by an Optionee other than
by will or the laws of descent and distribution.  Except as otherwise determined
by the Board on a  case-by-case  basis,  Option Rights and  Appreciation  Rights
shall be exercisable during the Optionee's lifetime only by him or her or by his
or her guardian or legal representative.

         (b) The Board may  specify at the Date of Grant that part or all of the
Common Shares that are (i) to be issued or  transferred  by the Company upon the
exercise of Option Rights or  Appreciation  Rights,  upon the termination of the
Deferral Period applicable to Deferred Shares or upon payment under any grant of
Performance  Shares  or  Performance  Units  or (ii) no  longer  subject  to the
substantial  risk of  forfeiture  and  restrictions  on transfer  referred to in
Section 6 of this Plan, shall be subject to further restrictions on transfer.

         10. Adjustments.  The Board may make or provide for such adjustments in
the numbers of Common Shares covered by outstanding Option Rights,  Appreciation
Rights, Deferred Shares, and Performance Shares granted hereunder, in the prices
per share  applicable to such Option Rights and  Appreciation  Rights and in the
kind of shares covered thereby, as the Board, in its sole discretion,  exercised
in good faith,  may  determine  is  equitably  required  to prevent  dilution or
enlargement of the rights of  Participants  or Optionees  that  otherwise  would
result  from  (a) any  stock  dividend,  stock  split,  combination  of  shares,
recapitalization or other change in the capital structure of the Company, or (b)
any   merger,   consolidation,    spin-off,   split-off,   spin-out,   split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance  of  rights  or  warrants  to  purchase  securities,  or (c) any  other
corporate transaction or event having an effect similar to any of the foregoing.
Moreover,  in the event of any such  transaction  or event,  the  Board,  in its
discretion,  may provide in substitution for any or all outstanding awards under
this Plan such alternative  consideration as it, in good faith, may determine to
be equitable in the  circumstances  and may require in connection  therewith the
surrender of all awards so replaced. The Board may also make or provide for such
adjustments in the numbers of shares  specified in Section 3 of this Plan as the
Board  in its  sole  discretion,  exercised  in good  faith,  may  determine  is
appropriate to reflect any transaction or event described in this Section 10.

     11.  Change in Control.  For  purposes of this Plan,  a "Change in Control"
shall mean if at any time any of the following events shall have occurred:

         (a) The Company is merged or consolidated  or reorganized  into or with
another  corporation  or other  legal  person,  and as a result of such  merger,
consolidation  or  reorganization  less than a majority of the  combined  voting
power of the then-outstanding securities of such corporation


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or person  immediately  after such  transaction are held in the aggregate by the
holders of Common Shares immediately prior to such transaction;

         (b) The Company sells or otherwise  transfers all or substantially  all
of its assets to any other  corporation  or other legal person,  and less than a
majority of the combined voting power of the then-outstanding securities of such
corporation  or person  immediately  after such sale or  transfer is held in the
aggregate  by the  holders of Common  Shares  immediately  prior to such sale or
transfer;

         (c) There is a report filed on Schedule  13D or Schedule  14D-1 (or any
successor  schedule,  form or  report),  each  as  promulgated  pursuant  to the
Exchange  Act,  disclosing  that any  person  (as the term  "person"  is used in
Section  13(d)(3)  or  Section  14(d)(2)  of the  Exchange  Act) has  become the
beneficial owner (as the term "beneficial  owner" is defined under Rule 13d-3 or
any  successor  rule  or  regulation  promulgated  under  the  Exchange  Act) of
securities representing 20% or more of the Voting Power;

         (d) The Company files a report or proxy  statement  with the Securities
and Exchange  Commission  pursuant to the Exchange Act disclosing in response to
Form 8-K or  Schedule  14A (or any  successor  schedule,  form or report or item
therein)  that a change in control of the  Company  has or may have  occurred or
will or may  occur in the  future  pursuant  to any  then-existing  contract  or
transaction; or

         (e) If during any period of two consecutive  years,  individuals who at
the beginning of any such period  constitute  the directors of the Company cease
for any reason to constitute at least a majority  thereof,  unless the election,
or the nomination for election by the Company's  stockholders,  of each director
of the Company  first  elected  during such period was  approved by a vote of at
least  two-thirds  of the directors of the Company then still in office who were
directors of the Company at the beginning of any such period.

         Notwithstanding  the  foregoing  provisions  of  Section  11(c) and (d)
above,  a "Change in Control"  shall not be deemed to have occurred for purposes
of this Plan (i) solely  because (A) the Company;  (B) a Subsidiary;  or (c) any
Company-sponsored  employee stock ownership plan or other employee  benefit plan
of the  Company  either  files or  becomes  obligated  to file a report or proxy
statement  under or in response to Schedule  13D,  Schedule  14D-l,  Form 8-K or
Schedule 14A (or any successor  schedule,  form or report or item therein) under
the Exchange Act, disclosing  beneficial  ownership by it of shares,  whether in
excess of 20% of the Voting Power or otherwise,  or because the Company  reports
that a change of control of the Company has or may have  occurred or will or may
occur in the  future by  reason  of such  beneficial  ownership  or (ii)  solely
because of a change in control of any Subsidiary.

     12.  Fractional  Shares.  The  Company  shall not be  required to issue any
fractional  Common Shares  pursuant to this Plan.  The Board may provide for the
elimination of fractions or for the settlement of fractions in cash.

         13.  Withholding  Taxes.  To the extent that the Company is required to
withhold federal,  state,  local or foreign taxes in connection with any payment
made or benefit  realized by a Participant  or other person under this Plan, and
the amounts available to the Company for such withholding are  insufficient,  it
shall be a condition to the receipt of such payment or the  realization  of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld,
which  arrangements (in the discretion of the Board) may include  relinquishment
of a portion of such benefit. The Company and a Participant or such other person
may also make similar arrangements with respect to the payment of any taxes with
respect to which


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withholding is not required.

         14.  Administration of the Plan. (a) This Plan shall be administered by
the Board, which may from time to time delegate all or any part of its authority
under this Plan to a committee of the Board (or subcommittee thereof) consisting
of not less than three Non-Employee Directors appointed by the Board. A majority
of the committee (or subcommittee)  shall constitute a quorum, and the action of
the members of the committee (or subcommittee) present at any meeting at which a
quorum is present, or acts unanimously approved in writing, shall be the acts of
the  committee  (or  subcommittee).  To  the  extent  of  any  such  delegation,
references  in this Plan to the Board  shall be deemed to be  references  to any
such committee or subcommittee.

         (b) The  interpretation  and construction by the Board of any provision
of this Plan or of any agreement,  notification or document evidencing the grant
of Option Rights,  Appreciation  Rights,  Restricted  Shares,  Deferred  Shares,
Performance  Shares  or  Performance  Units and any  determination  by the Board
pursuant to any provision of this Plan or of any such agreement, notification or
document shall be final and  conclusive.  No member of the Board shall be liable
for any such action or determination made in good faith.

         15.  Amendments,  Etc.  (a) The  Board may at any time and from time to
time amend the Plan in whole or in part; provided,  however,  that any amendment
which must be  approved  by the  stockholders  of the Company in order to comply
with  applicable  law or the rules of the NYSE or, if the Common  Shares are not
traded on the NYSE, the principal  national  securities  exchange upon which the
Common Shares are traded or quoted, shall not be effective unless and until such
approval has been obtained.  Presentation  of this Plan or any amendment  hereof
for stockholder approval shall not be construed to limit the Company's authority
to offer similar or dissimilar  benefits  under other plans without  stockholder
approval.

         (b) The  Board  also may  permit  Participants  to  elect to defer  the
issuance  of Common  Shares or the  settlement  of awards in cash under the Plan
pursuant to such rules,  procedures or programs as it may establish for purposes
of this Plan. The Board also may provide that deferred issuances and settlements
include the payment or  crediting  of  dividend  equivalents  or interest on the
deferral amounts.

         (c) The Board may  condition the grant of any award or  combination  of
awards  authorized  under  this  Plan  on  the  surrender  or  deferral  by  the
Participant  of his or her right to receive a cash  bonus or other  compensation
otherwise payable by the Company or a Subsidiary to the Participant.

         (d) In case of termination of employment by reason of death, disability
or normal  or early  retirement,  or in the case of  hardship  or other  special
circumstances,  of a Participant who holds an Option Right or Appreciation Right
not  immediately  exercisable in full, or any Restricted  Shares as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer has
not lapsed,  or any Deferred Shares as to which the Deferral Period has not been
completed,  or any Performance  Shares or Performance  Units which have not been
fully  earned,  or who holds Common Shares  subject to any transfer  restriction
imposed  pursuant  to  Section  9(b) of this Plan,  the Board  may,  in its sole
discretion, accelerate the time at which such Option Right or Appreciation Right
may be exercised or the time at which such  substantial  risk of  forfeiture  or
prohibition or restriction on transfer will lapse or the time when such Deferral
Period  will end or the time at which  such  Performance  Shares or  Performance
Units  will be deemed to have been fully  earned or the time when such  transfer
restriction  will  terminate or may waive any other  limitation  or  requirement
under any such award.

     (e) This Plan shall not confer upon any  Participant any right with respect
to continuance of


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employment  or other  service with the Company or any  Subsidiary,  nor shall it
interfere  in any way  with  any  right  the  Company  or any  Subsidiary  would
otherwise  have to terminate such  Participant's  employment or other service at
any time.

         (f) To the extent  that any  provision  of this Plan would  prevent any
Option  Right that was  intended to qualify as an  Incentive  Stock  Option from
qualifying as such,  that provision  shall be null and void with respect to such
Option Right. Such provision,  however,  shall remain in effect for other Option
Rights and there shall be no further effect on any provision of this Plan.

         16.  Termination.  No grant  shall be made under this Plan more than 10
years after the date on which this Plan is first approved by the stockholders of
the  Company,  but all grants  made on or prior to such date shall  continue  in
effect thereafter subject to the terms thereof and of this Plan.


As adopted September 11, 1997



Richard L. Rasley, Secretary




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