<PAGE>
 
                                                                   EXHIBIT 10.11

                            THE CENTRIS GROUP, INC.
                            -----------------------
             AMENDED AND RESTATED 1991 EMPLOYEE STOCK OPTION PLAN
               (INCLUDING ALL AMENDMENTS THROUGH FEBRUARY 1998)

                                ----------------


I.   PURPOSE

The purpose of The Centris Group, Inc. 1991 Employee Stock Option Plan is to
               ----------------------                                       
further the interests of The Centris Group, Inc. by inducing individuals to
                         ----------------------                            
become or remain employees of the Company or its subsidiaries through stock
options, stock appreciation rights and restricted stock which may be granted
under the Plan. Options granted under the Plan may either be options intended to
qualify as "incentive stock options" within the meaning of Section 422 of the
Code, or nonqualified stock options.

II.  DEFINITIONS

The following terms shall have the following meanings for purposes of this Plan:

     a.  "Award" shall mean a grant of Options, Stock Appreciation Rights,
Restricted Stock or any combination thereof.

     b.  "Board" shall mean the Board of Directors of The Centris Group, Inc.
                                                      ---------------------- 

     c.  "Change in Control" means the following and shall be deemed to occur if
any of the following events occur:

         (i)   Any "person," as such term is used in Sections 13(d) and 14(d) of
the Exchange Act, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding voting securities;

         (ii)  Individuals who, as of the date hereof, constitute the Board of
Directors (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director subsequent
to the date hereof whose election, or nomination for election by the Company's
stockholders, is approved by a vote of at least a majority of the directors then
comprising the Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors of the
Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) shall, for the purposes of this Plan, be considered as
though such person were a member of the Incumbent Board;

         (iii) The stockholders of the Company approve a merger or consolidation
with any other corporation, other than
<PAGE>
 
               (A) a merger or consolidation which 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 another entity) more than 50% of the combined voting power of the
voting securities of the Company or such other entity outstanding immediately
after such merger or consolidation, or

               (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person
acquired 50% or more of the combined voting power of the Company's then
outstanding voting securities; or

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

Notwithstanding the preceding provisions of this Section II.c., a Change in
Control shall not be deemed to have occurred (1) if the "person" described in
the preceding provisions of this Section II.c. is an underwriting or
underwriting syndicate that has acquired the ownership of 50% or more of the
combined voting power of the Company's then outstanding voting securities solely
in connection with a public offering of the Company's securities; (2) if the
"person" described in the preceding provisions of this Section II.c. is an
employee stock ownership plan or other employee benefit plan maintained by the
Company (or any of its affiliated companies) that is qualified under the
provisions of the Employee Retirement Income Security Act of 1974, as amended;
or (3) if the person described in clause (i) of the preceding provisions of this
section II.c. would not otherwise be a beneficial owner of 25% or more of the
combined voting power of the Company's then outstanding voting securities but
for a reduction in the number of outstanding voting securities resulting from a
stock repurchase program or other similar plan of the Company or from a self
tender offer of the Company, which plan or tender offer commenced on or after
the date hereof; provided, however, that the term "person" shall include such
person from and after the first date upon which (A) such person, since the date
of the commencement of such plan or tender offer, shall have acquired beneficial
ownership of, in the aggregate, a number of voting securities of the Company
equal to 1% or more of the voting securities of the Company then outstanding,
and (B) such person, together with all affiliates and associates of such person,
shall beneficially own 25% or more the voting securities of the Company then
outstanding.

     d.  "Code" shall mean the Internal Revenue Code of 1986, as amended.

     e.  "Committee" shall mean the committee appointed by the Board to
administer the Plan or, if no committee has been appointed, the Board, exclusive
of persons who do not meet the requirements for being Non-Employee Directors or
persons who are not "outside directors" (within the meaning of the regulations
under Section 162(m) of the Code) if the Award granted by the Committee is
intended to constitute Performance-Based Compensation.

     f.  "Common Stock" shall mean the common stock of the Company, as
described in the Company's Restated Certificate of Incorporation.
<PAGE>
 
     g.  "Company" shall mean The Centris Group, Inc., a Delaware corporation,
                              ----------------------                          
or any successor thereto.

     h.  "Disability" shall mean that because of injury or sickness a person
cannot perform each of the material duties of his or her regular occupation.

     i.  "Employee" shall mean any officer or employee of the Company or its
subsidiaries. For purposes of grants of ISOs under this Plan, the term Employee
shall be limited to active employees of the Company or its subsidiaries.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     k.  "Fair Market Value" with respect to the Common Stock shall be the
closing price of the Common Stock as reported by The New York Stock Exchange on
                                                 ---------------------------
the date of valuation or, if not available, the mean between the bonafide bid
                                            ---------------------------------
and asked prices of the Common Stock on such date.
--------------------------------------------------

     l.  "Incentive Stock Option" ("ISO") shall mean an Option granted under the
Plan which is designated as an incentive stock option, and which qualifies as
such within the meaning of Section 422 of the Code

     m.  "Non-Employee Director" means any director of the Company who qualifies
as a "non-employee director" within the meaning of Rule 16b-3 promulgated by the
Securities and Exchange Commission pursuant to the Exchange Act.

     n.  "Nonqualified Stock Option" ("NQSO") shall mean an Option granted under
the Plan which is designated as a nonqualified stock option, and which shall not
be qualified as an incentive stock option within the  meaning of Section 422 of
the Code.

     o.  "Option" shall mean an ISO as defined as in Section II.l. above, or an
NQSO as defined in Section II.m. above.

     p.  "Optionee" shall mean any Employee who has been awarded an Option to
purchase shares of Common Stock or who has been awarded SARs under the Plan.

     q.  "Performance-Based Compensation" means performance-based compensation
as described in Section 162(m) of the Code and the regulations thereunder.  If
the amount of compensation an Employee will receive under any Award is not based
solely on an increase in the value of Common Stock after the date of grant or
award, the Committee, in order to qualify an Award as performance-based
compensation under Section 162(m) of the Code and the regulations thereunder,
can condition the grant, award, vesting, or exercisability of such an award on
the attainment of a preestablished, objective performance goal. For this
purpose, a preestablished, objective performance goal may include one or more of
the following performance criteria: (i) cash flow, (ii) earnings per share
(including earnings before interest, taxes, and amortization), (iii) return on
equity, (iv) total stockholder return, (v) return on capital, (vi) return on
assets or net assets, (vii) income or net income, (viii) operating income 
<PAGE>
 
or net operating income, (ix) operating margin, (x) return on operating revenue,
and (xi) any other similar performance criteria contemplated by the regulations
under Section 162(m) of the Code.

     r.  "Plan" shall mean The Centris Group, Inc. 1991 Employee Stock Option
                           ----------------------                            
Plan, as amended.

     s.  "Restricted Stock" shall mean shares of Common Stock awarded to an
Employee under Section X of the Plan.

     t.  "Stock Appreciation Right" ("SAR") shall mean the right to receive the
appreciation in value of the Common Stock between the date of the grant of the
SAR and the date the SAR is exercised. A granted SAR may be attached to an
Option or separate from an Option.

III  ADMINISTRATION

     A.  The Plan will be administered by the Committee, which will be composed
solely of two or more Non-Employee Directors (the "Committee").  In addition, if
Awards are to be made to persons subject to Section 162(m) of the Code and such
awards are intended to constitute Performance-Based Compensation, then each of
the Committee's members shall also be an "outside director," as such term is
defined in the regulations under Section 162(m) of the Code.  Notwithstanding
anything contained herein, no person shall be disqualified from being a member
of the Committee merely because such person is entitled to receive grants or
awards pursuant to The Centris Group, Inc. 1991 Directors Stock Option Plan, as
                   ----------------------                                      
amended.

     B.  Subject to the provisions of the Plan, the Committee or the Board shall
have the authority to construe and interpret the Plan and to make all
determinations necessary or advisable for the administration of the Plan. All
determinations of the Committee or the Board shall be binding on Plan
participants.

     C.  The Company will indemnify and hold harmless the members of the Board
and the Committee from and against any and all liabilities, costs and expenses
incurred by such person as a result of any act or omission in connection with
the performance of such persons' duties, responsibilities and obligations under
the Plan, other than such liabilities, costs and expenses as may result from the
bad faith, willful misconduct or criminal acts of such persons.

IV.  SHARES SUBJECT TO PLAN

     A.  The stock subject to the Plan shall consist of the 1,600,000 shares (as
                                                            --------------------
adjusted for the February, 1998 100% stock split) shares previously authorized
-------------------------------------------------                             
to be issued under the Plan plus (i) an additional 400,000 shares (as adjusted)
                                                   ----------------------------
of the Company's Common Stock, with (ii) an annual number of incremental shares
to be added to the Plan on the first trading day of each successive calendar
year commencing after December 31, 1996, which incremental amount shall be
calculated at 5% of the total outstanding shares (as adjusted) of the Company as
                                                 --------------                 
of the last day of the prior calendar year, less any shares authorized but
unissued under the 
<PAGE>
 
Plan. The total allocation of shares available for issuance under the 1991
Employee Plan, when added to the total amount of shares authorized but unissued
under all of the Company's option plans, shall not at any time exceed 15% of the
total outstanding shares of the Company's Common Stock on a fully diluted basis.

     B.  If any Option granted hereunder shall expire, terminate or otherwise be
cancelled for any reason without having been exercised in full, the unpurchased
shares subject thereto shall again be available for issuance under this Plan. If
any Restricted Stock is forfeited to the Company, such shares shall again be
available for purposes of this Plan. Any shares of stock that are surrendered to
the Company in a stock-for-stock exercise of an Option shall be available for
issuance under the 1991 Employee Plan.

     C.  Notwithstanding any other provision of this Plan, no Employee shall be
granted Awards with respect to more than 240,000 shares (as adjusted) of Common
                                         -----------------------------         
Stock in any one calendar year; provided, however, that this limitation shall
not apply if it is not required in order for the compensation attributable to
Awards hereunder to qualify as Performance-Based Compensation. The limitation
set forth in this Section IV.C shall be subject to adjustment as provided in
Section XVI, but only to the extent such adjustment would not affect the status
of compensation attributable to Awards hereunder as Performance-Based
Compensation.

     D.  Notwithstanding any other provision of this Plan, the maximum number of
shares issuable upon exercise of Awards granted in the form of ISOs after March
27, 1996 shall be the lesser of the number of shares available for grant under
this Plan pursuant to Section IV.A or 1,000,000 shares (as adjusted).
                                      -----------------------------  

V.  ELIGIBILITY AND PARTICIPATION

     A.  The Committee shall determine the Employees to whom Options, SARs,
Restricted Stock or any combination thereof, shall be granted, the time or times
at which such Awards shall be granted, the number of shares to be subject to
each Award, and whether to grant such an Award as Performance-Based
Compensation. An Employee may be granted ISOs, NQSOs, SARs, Restricted Stock or
any combination of the four; provided, however, that the grant of ISOs and NQSOs
to an Employee shall be made in separate Option grants, and each ISO and each
NQSO shall be specifically designated as such.

     B.  No Employee shall be granted ISOs such that the aggregate Fair Market
Value (determined at the time the Option is granted) of the shares granted under
all stock option plans of the Company exceeds $100,000 for options becoming
exercisable in any calendar year.

VI.  PURCHASE PRICE

The purchase price of each share covered by each Option shall be established by
the Committee at the date of grant, but such price shall not be less than 100
percent of the Fair Market Value per share of the Common Stock on the date of
grant; provided, however, that if at the time an ISO is granted, the Optionee
owns more than 10 percent of the total combined voting power of all classes of
stock of the Company, the purchase price of the shares covered by such ISO shall
<PAGE>
 
not be less than 110 percent of the Fair Market Value per share of the Common
Stock on the date the ISO is granted.

VII.  DURATION OF OPTIONS

The expiration date of any Option shall be determined by the Committee.  In the
event the Committee does not specify the expiration date of the Option, the
expiration date shall be ten years after the date of grant (five years for
owners of more than 10% of the total combined voting power) for ISOs and ten
years and one day from the date of grant for NQSOs, subject to earlier
termination as provided herein.

VIII.  OPTIONS

     A.  Options awarded under the Plan shall be evidenced by an Option
agreement which shall be in such form as the Committee may determine.  Without
limiting the foregoing, the Committee may include in any Option agreement a
provision conditioning or accelerating the grant of an Option, or the receipt of
benefits pursuant to such Option, upon the exercise or settlement of a previous
Option.

     B.  An Optionee may purchase fewer than the total number of shares granted
in an Option, provided that a partial exercise of an Option may not be for less
than 100 shares, unless fewer than 100 shares remain unexercised in an Award, in
which case the entire remaining Option must be exercised at one time. As a
condition to the exercise, in whole or in part, of any Option, the Committee may
require the Optionee to pay, in addition to the purchase price of the shares
covered by the Option, an amount equal to any federal, state or local taxes that
are required to be paid in connection with the exercise of such Option.

     C.  To the extent the right to purchase shares has vested, Options may be
exercised from time to time by giving written notice to the Company stating the
number of shares with respect to which the Option is being exercised. Such
notice shall comply with all applicable rules established by the Committee.

     D.  Full payment for the shares with respect to which such Option, or
portion thereof, is exercised shall be made in a combination of cash, check or
shares of the Company's Common Stock (valued at their Fair Market Value on the
date of delivery) owned by the Optionee, duly endorsed for transfer to the
Company, equal to the aggregate option price and applicable taxes of the shares
with respect to which such Option or portion thereof is being exercised;
provided, however, that the Committee may, in the exercise of its discretion,
(i) allow exercise of an Option in a broker-assisted or similar transaction in
which the exercise price is not received by the Company until promptly after
exercise, (ii) allow the Company to loan the exercise price to the person
entitled to exercise the Award, if the exercise will be followed by a prompt
sale of some or all of the underlying shares and a portion of the sale proceeds
is dedicated to full payment of the exercise price and applicable taxes, and/or
(iii) allow the Company to assist any Optionee (including any officer of the
Company) in the payment of the exercise price payable upon exercise of such
Option, by lending the amount of such exercise price to the Optionee on such
terms and at such rates of interest and upon such 
<PAGE>
 
security (or unsecured) as shall have been authorized by or under authority of
the Committee or the Board.

IX.  STOCK APPRECIATION RIGHTS

The Committee in its discretion may grant, either by attachment to an Option at
the time of grant, or by amendment, or on a separate basis, a Stock Appreciation
Right which shall be subject to such terms and conditions, not inconsistent with
the Plan, as the Committee may impose, including the following:

     a.  SARs awarded under the Plan shall be evidenced by a Stock Appreciation
Rights agreement which shall be in such form as the Committee may determine.

     b.  A SAR may be exercised only to the extent that the Option to which it
is attached is at the time exercisable; or if issued separately, pursuant to the
terms of the Stock Appreciation Rights agreement. The grant price of a
separately issued SAR shall not be less than 100 percent of the Fair Market
Value per share of Common Stock on the date of grant of the SAR.

     c.  A SAR shall entitle the holder to surrender to the Company either the
Option (or a portion thereof) to which the SAR is attached, or the SAR, if
issued separately from an Option, and receive in exchange therefore, as the
Committee in its discretion may determine, either cash, shares of the Company's
Common Stock or a combination of both having a Fair Market Value on the date of
exercise in the aggregate equal to the appreciation in value of the shares in
respect to which the right is exercised. Such appreciation shall be measured by
either the difference between the aggregate option price of such shares and
their Fair Market Value at the date of exercise (with respect to SARs attached
to an Option), or the difference between the grant price of the SAR and the Fair
Market Value of the Common Stock at the time of exercise (with respect to SARs
issued separately from an Option).

     d.  If the SAR is attached to an Option, the exercise of the SAR shall
cancel the Option to which the SAR is attached.

X.  RESTRICTED STOCK

     A.  The Committee may award shares of Restricted Stock which are subject to
the terms of this Section X and such other conditions as the Committee may
prescribe in a Restricted Stock Award.  Each certificate for Restricted Stock
shall be registered in the name of the Employee and deposited with the Company
by the Employee, together with a stock power endorsed in blank.

     B.  Restricted Stock awarded under the Plan shall be evidenced by a
Restricted Stock agreement which shall be in such form as the Committee may
determine.

     C.  At the time of the Award, there shall be established for the Employee a
"Restriction Period" of such length as shall be determined by the Committee.
Restricted Stock 
<PAGE>
 
may not be sold, assigned, transferred, pledged or otherwise encumbered, except
as herein provided, during the Restriction Period. Except for such restrictions,
the Employee shall have all the rights of a stockholder of the Company, with
respect to such Restricted Stock.

     D.  At the expiration of the Restriction Period, the Company shall
redeliver to the Employee (or the Employee's legal representative or
beneficiary) the shares and stock power deposited with the Company pursuant to
Section X.A.

     E.  In no event shall the number of shares issued as Restricted Stock under
this Plan exceed 100,000 shares (as adjusted).
                 -----------------------------

XI.  NONTRANSFERABILITY OF AWARDS

No Award granted under this Plan shall be assignable or transferable except (i)
by will or by the laws of descent and distribution, or (ii) subject to the final
sentence of this Section XI, upon dissolution of marriage pursuant to a
qualified domestic relations order or, in the discretion of the Committee and
under circumstances that would not adversely affect the interests of the
Company, pursuant to a nominal transfer that does not result in a change in
beneficial ownership. During the lifetime of an Award recipient, an Award
granted to such person shall be exercisable only by the recipient (or the
recipient's permitted transferee) or such person's guardian or legal
representative. Notwithstanding the foregoing, (i) no Award owned by a recipient
subject to Section 16 of the Exchange Act may be assigned or transferred in any
manner inconsistent with Rule 16b-3, and (ii) ISOs (or other Awards subject to
transfer restrictions under the Code) may not be assigned or transferred in
violation of Section 422(b)(5) of the Code (or any comparable or successor
provision) or the regulations thereunder, and nothing herein is intended to
allow such assignment or transfer.

XII.  CONTINUATION OF EMPLOYMENT

Nothing contained in the Plan or any Award granted under the Plan shall confer
upon any Employee any rights with respect to continuation of employment by the
Company, nor shall this Plan or any individual agreement issued pursuant hereto
be deemed a contract of employment.

XIII.  TERMINATION OF EMPLOYMENT--ISOS/SARS

     A.  If an Optionee ceases to be an Employee for any reason other than
death, Disability or retirement at or after age 55, any ISO or SAR previously
granted shall terminate upon the termination of employment.

     B.  If an Optionee ceases to be an Employee due to retirement at or after
age 55, any ISO or SAR shall terminate 90 days following the date of retirement,
unless by its terms it shall expire before such date, or otherwise terminate as
provided herein, in which case it shall only be exercisable to the extent that
it would have been exercisable had the Employee not terminated employment.
<PAGE>
 
     C.  If an Optionee terminates employment due to death or Disability, any
ISO or SAR granted under this Plan shall terminate one year after the date of
termination of employment, unless by its terms it shall expire before such date,
or otherwise terminate as provided herein, in which case it shall be exercisable
only to the extent that it would have been exercisable had the employee not
terminated employment. In the case of death, any outstanding ISO or SAR may be
exercised by the person or persons to whom the Optionee's rights under the ISO
or SAR shall pass by will or by the laws of descent and distribution.

XIV. TERMINATION OF EMPLOYMENT--NQSOS

     A.  If an Optionee ceases to be an Employee for any reason other than
death, Disability or retirement at or after age 55, any NQSOs previously granted
shall terminate upon the termination of employment.

     B.  If an Optionee ceases to be an Employee due to retirement at or after
age 55, any NQSOs granted to the employee under this Plan shall terminate upon
their normal expiration date as if the Optionee had remained an employee of the
Company.

     C.  If an Optionee terminates employment due to death or Disability, any
NQSO granted under this Plan shall terminate one year after the date of
termination of employment, unless by its terms it shall expire before such date,
or otherwise terminate as provided herein, in which case it shall be exercisable
only to the extent that it would have been exercisable had the Employee not
terminated employment. In the case of death, any outstanding NQSO may be
exercised by the person or persons to whom the Optionee's rights under the
Option shall pass by will or by the laws of descent and distribution.

XV.  TERMINATION OF EMPLOYMENT--RESTRICTED STOCK

     A.  If a recipient of Restricted Stock ceases to be an Employee for any
reason other than death, Disability or retirement at or after age 55, any shares
of Restricted Stock with respect to which the restrictions of Section X have not
lapsed shall be forfeited.

     B.  If a recipient of Restricted Stock ceases to be an Employee for reasons
of death, Disability or retirement at or after age 55, the Employee, the legal
representative or named beneficiary of the Employee if the Employee is legally
incapacitated or deceased, shall be entitled to receive, free of the
restrictions of Section X, such portion of an Award as the Committee shall
determine, but in no event less than the number of shares in an Award multiplied
by a fraction, the numerator of which shall be the number of months elapsed from
the date of the Award, and the denominator which shall be the number of months
in the Restriction Period.

XVI. DILUTION AND OTHER ADJUSTMENTS

     A.  In the event any change in the outstanding Common Stock of the Company
occurs by reason of any stock split, stock dividend, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares or other
similar event, if the Committee 
<PAGE>
 
shall determine, in its sole discretion, that such change equitably requires an
adjustment in the number, or option price per share of the Options, or the
number of shares, SARs or Restricted Stock awarded, such shares, SARs or the
price of such Options may be appropriately adjusted by the Committee.

     B.  Notwithstanding Section XVI.A., upon the dissolution or liquidation of
the Company, or upon any Change in Control, any Options or SARs granted and
outstanding under the Plan shall become immediately exercisable in full and
shall remain exercisable until the effective date of such transaction, and the
Restriction Period on any Restricted Stock shall lapse. Any Option or SAR not
exercised by the effective date of such transaction shall terminate on such
date.

XVII.  AMENDMENT AND TERMINATION OF PLAN

     A.  The Board may from time to time, and with respect to any shares at the
time not subject to an Option or SAR or issued as Restricted Stock, suspend or
terminate the Plan or amend or revise the terms of the Plan, provided that any
material amendment to the Plan shall be approved by the stockholders of the
Company.

     B.  No amendment, suspension or termination of the Plan shall, without the
consent of the Employees who have received Awards, alter or impair any rights or
obligations under any Award previously granted under the Plan.

     C.  The terms and conditions of any Award granted to an Employee may be
modified only by a written agreement executed by the Employee and the Company;
provided, however, that if any amendment or modification of an ISO would
constitute a "modification, extension or renewal" within the meaning of Section
424 of the Code, such amendment shall state that "the parties hereto recognize
and agree that this amendment constitutes a modification, renewal or extension
of the option granted within the meaning of Section 424 of the Code."

XVIII.  EFFECTIVE DATE

This Plan shall become effective upon adoption by the Board and approval by the
stockholders of the Company; provided, however, that prior to approval of the
Plan by the stockholders, but after adoption by the Board, Options may be
granted under the Plan subject to approval of adoption of the Plan by the
stockholders. The Plan shall be null and void ab initio if not approved by the
Company's stockholders within 12 months after the date of adoption of the Plan
by the Board.

XIX.  TERM OF PLAN

No Option, SAR or Restricted Stock shall be granted pursuant to the Plan after
ten years from date hereof.
<PAGE>
 
XX.  GOVERNING LAW

The Plan shall be governed by and construed and enforceable in accordance with
the laws of the State of Delaware.

XXI.  NOTICE

Any notice or filing required or permitted to be given to the Company shall be
sufficient if in writing and hand delivered or sent by U.S. mail, postage
prepaid, to the principal office of the Company directed to the attention of the
Secretary of the Company. Any notice to the Employee must be in writing and is
effective when delivered or mailed by U.S. mail, postage prepaid, to the
Employee or his personal representatives at his or her last address on record
with the Company.

XXII.  GENDER, SINGULAR AND PLURAL

All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine or neuter as the identity of the person or persons may
require.  As the context may require, the singular may be read as the plural and
the plural as the singular.

XXIII.  CAPTIONS

The captions to the sections and paragraphs of the Plan are for convenience only
and shall not control or affect the meaning or construction of any of its
provisions.

XXIV.  ADOPTION OF THE PLAN

The date of adoption of this Amended and Restated 1991 Employee Stock Option
Plan was May 14, 1997.
     -----------------