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                                                                  EXHIBIT 10.2.2


                      ENHANCE FINANCIAL SERVICES GROUP INC.

                 1997 Long-Term Incentive Plan For Key Employees
                         AS AMENDED THROUGH JUNE 3, 1999


1.       PURPOSES

         The purposes of the Plan are to provide through the grant of Long-Term
Incentives under the Plan a means to attract and retain key personnel and to
provide to participating officers and other key employees long-term incentives
for sustained high levels of performance and for unusual efforts to improve the
financial performance of the Company.

2.       DEFINITIONS

         Unless otherwise required by the context, the following terms, when
used in this Plan, shall have the meanings set forth in this Section 2.

         BENEFICIARY: A person or entity (including a trust or estate),
designated in writing by a Participant on such forms and in accordance with such
terms and conditions as the Committee may prescribe, to whom the Participant's
rights under the Plan shall pass in the event of the death of the Participant
or, if there be no such person or entity so designated, or if such person or
entity is not alive or in existence at the time of the Participant's death, such
other person to whom such Participant's rights under the Plan shall pass by will
or by the laws of descent or distribution.

         BOARD OF DIRECTORS or BOARD: The Board of Directors of Enhance. The
terms "Board" and "Board of Directors" shall include the Committee, except for
purposes of paragraph 9(a) and Section 11.

         CODE: The Internal Revenue Code of 1986, as amended and in effect from
time to time.

         COMMITTEE: The committee of the Board of Directors designated to
administer the Plan pursuant to the provisions of paragraph 9(a) below.

         COMMON STOCK: The common stock of Enhance, par value $.10 per share, or
such other class of shares or other securities or property as may be applicable
pursuant to the provisions of Section 7.

         COMPANY: Enhance and its present and future Subsidiaries.

         ENHANCE: Enhance Financial Services Group Inc., a New York corporation,
its successors and assigns.

         FAIR MARKET VALUE: The fair market value of a share of Common Stock
determined in accordance with any reasonable method approved by the Board of
Directors; provided that in the case of a Non-Statutory Stock Option intended to
be performance-based for purposes of Section 162(m) of the Code or an Incentive
Stock Option, such method shall comply with, and be subject to, any applicable
requirements of the Code and the Treasury Regulations thereunder.

         INCENTIVE STOCK OPTION: An option, including an Option as the context
may require, intended to meet the requirements of Section 422 of the code and
the regulations thereunder applicable to incentive stock options, or intended to
meet the requirements of a successor provision of the Code.


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         KEY EMPLOYEE: An employee of Enhance or of a Subsidiary regularly
employed on a full-time basis, including a director if he is such an employee,
or an officer of Enhance or a Subsidiary not so employed, in either event, who,
in the opinion of the Committee, is in a position to make significant
contributions to the success of Enhance or of a Subsidiary.

         LONG-TERM INCENTIVE: A long-term incentive granted under this Plan in
one of the forms provided for in Section 3.

         NON-STATUTORY STOCK OPTION: An option, including an Option as the
context may require, which is not intended to be an Incentive Stock Option.

         OPTION: An option granted under this Plan to purchase shares of Common
Stock.

         PARTICIPANT: A Key Employee elected to receive one or more Long-Term
Incentives.

         PLAN: The Enhance Financial Services Group Inc. 1997 Long-Term
Incentive Plan for Key Employees herein set forth as the same may from time to
time be amended.

         RESTRICTED STOCK AWARD: Shares of Common Stock which are issued or
transferred to a Key Employee subject to restrictions precluding a sale or other
disposition for a period of time and requiring as a condition to retention
compliance with any other terms and conditions (relating to continued employment
and/or achievement of pre-established performance objectives and/or other
matters) that may be imposed by the Committee.

         RULE 16b-3: As applied on a specific date, Rule 16b-3 of the General
Rules and Regulations under the Securities Exchange Act of 1934 as then in
effect or any comparable provision that may have replaced such Rule and then be
in effect.

         SUBSIDIARY: A corporation or other form of business association of
which shares (or other ownership interests) having more than 50% of the voting
power, or representing more than 50% of the net shareholders' equity interest
determined in accordance with generally accepted accounting principles, are
owned or controller, directly or indirectly, by Enhance; provided, however, that
in the case of an Incentive Stock Option, the term "Subsidiary" shall mean a
Subsidiary (as defined by the preceding clause) which is a "subsidiary
corporation" as defined in Section 424(f) of the Code and the regulations
thereunder, or any provisions that may be adopted to amend or replace such
Section or regulation or both.

3.       GRANTS OF LONG-TERM INCENTIVES

         (a) Subject to the provisions of this Plan, the Committee may at any
time or from time to time grant Long-Term Incentives to Key Employees.

         (b) Long-Term Incentives maybe granted in either of the following
forms:

                  (i)      a Restricted Stock Award, or

                  (ii)     an Option.

         (c) The Committee may amend a Long-Term Incentive at any time or from
time to time after the date on which it is granted, provided that no such
amendment shall affect such Long Term Incentive adversely without the consent of
the holder thereof.

4.       STOCK SUBJECT TO THIS PLAN

         (a) (1) GENERAL LIMITATIONS Subject to the provisions below of
         paragraph 4(c) and of Section 7 the maximum number of shares of Common
         Stock which may be issued or transferred, and are hereby reserved for
         issuance or transfer pursuant to Long-Term Incentives shall not exceed



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         5,000,000 shares of Common Stock provided that no more than 25% of such
         shares of Common Stock shall be issued in the form of Restricted Stock
         Awards.

                  (2) INDIVIDUAL LIMITATIONS The maximum number of shares of
         Common Stock which may be subject to any Option that may be granted to
         any Key Employees elected to participate hereunder shall not exceed
         300,000 shares of Common Stock (subject to any increase or decrease
         pursuant to Section 7) for each calendar year during the entire term of
         the Plan. The maximum number of shares to Common Stock which may be
         issued or transferred pursuant to a Restricted Stock Award that may be
         granted to any Key Employee selected to participate hereunder shall not
         exceed 75,000 (subject to any increase or decrease pursuant to Section
         7) for each calendar year during the entire term of the Plan. To the
         extent that the maximum number of shares of Common Stock with respect
         to which Options or Restricted Stock Awards may be granted are not
         granted in a particular year to a Key Employee, such ungranted Options
         or Restricted Stock Awards for any year shall increase the maximum
         number of shares of Common Stock available to be granted to such Key
         Employee in subsequent calendar years during the term of the Plan until
         used.

         (b) Authorized but unissued shares of Common Stock and shares of Common
Stock held in the treasury, whether acquired by Enhance specifically for use
under this Plan or otherwise, may be used, as the Board of Directors may from
time to time determine, for purposes of this Plan, provided, however, that any
shares acquired or held by Enhance for the purposes of this Plan shall, unless
and until transferred to a Participant in accordance with the terms and
conditions of a Long Term Incentive, be and at all times remain treasury shares
of Enhance, irrespective of whether such shares are entered in a special account
for purposes of this Plan, and shall be available for any corporate purpose.

         (c) If any shares of Common Stock subject to a Long-Term Incentive
shall not be issued or transferred and shall cease to be issuable or
transferable because of the termination, in whole or in part, of such Long-Term
Incentive or for any other reason, or if any such shares shall, after issuance
or transfer, be reacquired by Enhance or a Subsidiary because of the
Participant's failure to comply with the terms and conditions of the Long-Term
Incentive granted to him, the shares not so issued or transferred, or the shares
so reacquired by Enhance or a Subsidiary, shall no longer be charged against the
limitations provided for in paragraph (a)(1) above of this Section 4 and shall
again be available for grant in the form of or pursuant to Long-Term Incentives.

         (d) Any Long-Term Incentive granted under this Plan may contain such
provisions requiring or permitting the Participant (or his successor in
interest) to resell to the Company any shares issued or transferred under such
Long-Term Incentive at such time or times, under such circumstances and for such
consideration as the Committee may prescribe.

5.       RESTRICTED STOCK AWARDS

         Long-Term Incentives in the form of Restricted Stock Awards shall be
subject to such terms and conditions, including, without limitation,
restrictions on the sale or other disposition of the Restricted Stock Award or
of the shares issued or transferred pursuant to such Restricted Stock Award, and
conditions calling for forfeiture of the Restricted Stock Award or the shares
issued or transferred pursuant thereto in designated circumstances, as the
Committee shall determine; provided, however, that upon the issuance or transfer
of shares pursuant to any such Restricted Stock Award, the Participant shall,
with respect to such shares, be and become a shareholder of Enhance fully
entitled to receive dividends, to vote and to exercise all other rights of a
shareholder except to the extent otherwise provided in the Restricted Stock
Award. The Committee may but need not require the Participant to pay the par
value of the shares to be issued or transferred pursuant to a Restricted Stock
Award. Each Restricted Stock Award shall be evidenced by a written instrument in
such form as the Committee shall determine and shall be deemed to incorporate
this Plan by reference, provided that such instrument is consistent with this
Plan.


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6.       OPTIONS

         Long-Term Incentives in the form of Options shall be subject to the
following provisions:

         (a) Subject to the provisions of Section 7, the purchase price per
share shall be, in the case of an Incentive Stock Option, not less than 100% of
the Fair Market Value of a share of Common Stock on the date the Incentive Stock
Option is granted (or in the case of a Participant who, at the time such
Incentive Stock Option is granted, owns (after applying the constructive
ownership rules of Section 424(d) of the Code) stock possessing more than ten
percent of the total combined voting power of all classes of stock of his
employer corporation or of its parent or subsidiary corporation (as those terms
are defined in Sections 424(e) and (f) of the Code) (a "10% Shareholder"), not
less than 110% of the Fair Market Value of a share of Common Stock on the date
the Incentive Stock Option is granted) and, in the case of a non-statutory stock
option, not less than 100% of the Fair Market Value of a share of Common Stock
on the date the Non-Statutory Stock Option is granted. The purchase price shall
be paid in cash or, if so provided in the Option (and subject to such terms and
conditions as are specified in the Option), in shares of Common Stock
surrendered to Enhance or in a combination of cash and such shares. Shares of
Common Stock thus surrendered shall be valued at their Fair Market Value on the
date of exercise.

         (b) Each Option may become exercisable in one or more installments and
at such time or times and subject to such terms and conditions, as the Committee
shall determine. Unless otherwise provided in the Option, an Option, to the
extent it is or becomes exercisable, may be exercised at any time in whole or in
part until the expiration or termination of the Option. No fractional shares
shall be issued pursuant to the exercise of an Option, and no cash payment shall
be made in lieu of fractional shares.

         (c) Each Option shall be exercisable during the life of the optionee
only by him or his guardian or legal representative, and after death only by his
Beneficiary. Notwithstanding the foregoing provisions of this paragraph (c) or
any other provision of this Plan, (i) no Option shall be exercisable after the
expiration of a period of ten years from the date the Option is granted,
provided that no Incentive Stock Option which is granted to a 10% shareholder
shall be exercisable after the expiration of five years from the date such
Option is granted.

         (d) Options shall be granted for such lawful consideration as may be
provided in the Option or as the Committee may determine.

         (e) Unless otherwise provided in the Option (and subject to such terms
and conditions as are specified in the Option), no Option or any right
thereunder may be assigned or transferred except to a Beneficiary of the
Participant.

         (f) To the extent that the aggregate Fair Market Value (determined as
of the time a particular Option is granted) of the stock with respect to which
Incentive Stock Options are exercisable for the first time by any individual
during any calendar year (under all plans, including this Plan, of his employer
corporation and its parent and subsidiary corporations (as those terms are
defined in Section 424(e) or (f) of the Code)) exceeds $100,000, such Incentive
Stock Options shall be treated as Non-Statutory Stock Options, notwithstanding
any provision thereof to the contrary. The next preceding sentence shall be
applied by taking options into account in the order in which they were granted.

         (g) Each Option shall be evidenced by a written instrument, which shall
contain such terms and conditions, and shall be in such form, as the Committee
shall determine and shall be deemed to incorporate this Plan by reference,
provided the instrument is consistent with this Plan. An Option, if so approved
by the Committee, may include terms, conditions, restrictions and limitation in
addition to those provided for in this Plan including, without limitation, terms
and conditions providing for the transfer or issuance of shares on exercise of
an Option, which may be non-transferable and forfeitable to Enhance in
designated circumstances, or providing for the transfer or issuance of shares on
a date subsequent to the date of exercise of the Option.


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7.       ADJUSTMENT PROVISIONS

         (a) In the event that any recapitalization, reclassification, split-up
or consolidation of shares of Common Stock shall be effected, or the outstanding
shares of Common Stock shall be effected, or the outstanding shares of Common
Stock shall, in connection with a merger or consolidation of Enhance or a sale
by Enhance of all or a part of its assets, be exchanged for a different number
or class of shares of stock or other securities or property of Enhance or any
other entity or person, or a record date for determination of holders of Common
Stock entitled to receive a dividend payable in Common Stock shall occur, (a)
the number and class of shares or other securities or property that may be
issued or transferred pursuant to Long-Term Incentives thereafter granted, (b)
the number and class of shares or other securities or property that may be
issued or transferred under outstanding Long-Term Incentives, (c ) the purchase
price (if any) to be paid per share under outstanding and future Long-Term
Incentives, and (d) the price (if any) to be paid per share by Enhance or a
Subsidiary for shares or other securities or property issued or transferred
pursuant to Long-Term Incentives which are subject to a right of Enhance or a
Subsidiary to reacquire such shares or other securities or property, shall in
each case be equitably adjusted.

         (b) Upon any merger or consolidation in which Enhance is not the
surviving corporation or a dissolution or liquidation of Enhance, all
outstanding Options shall terminate provided that all holders of outstanding
Options shall be furnished with written notice of the proposed merger,
consolidation, dissolution or liquidation contemporaneously with the mailing to
stockholders of Enhance of notice of the meeting of stockholders at which such
proposed transaction is to be considered. The foregoing shall be of no effect in
the case of such a merger or consolidation if provision is made in writing in
connection therewith for the continuance of the Plan and for the assumption of
Options theretofore granted or the substitution for such Options of new options
and stock appreciation rights covering the shares of the successor corporation,
or a parent or subsidiary thereof, with appropriate adjustments, in which event
the Plan and the Options theretofore granted or the new options covering the
shares of the successor corporation, or a parent or subsidiary thereof, with
appropriate adjustments, in which event the Plan and the Options theretofore
granted or the new options substituted therefore, shall continue in the manner
and under the terms so provided.

         (c) At the discretion of the Committee, any Long-Term Incentive may
provide that, upon the occurrence of any of certain specified events determined
by the Committee, including a change in control of the Company (as such may be
defined by the Committee in its discretion in any agreement granting a Long-Term
Incentive, which definition need not be identical for all such agreements), such
Long-Term Incentive shall, to the extent not theretofore exercisable, payable or
free from restrictions, as the case may be, become immediately exercisable,
payable, or free from restrictions, as the case may be, in its entirety and any
shares of Common Stock acquired pursuant to a Long-Term Incentive which are not
fully vested shall immediately become fully vested, notwithstanding any other
provision of the Long-Term Incentive or the Plan.

         (d) Each Long-Term Incentive shall provide that, in the event of a
merger or consolidation of Enhance with a third party which is proposed to be
accounted for as a pooling of interests, the Participant shall, if so requested
by the Company and notwithstanding any other provision of such Long-Term
Incentive, agree, as a condition to the exercisability, payment, or lapsing of
restrictions, as the case may be, of such Long-Term Incentive, not to sell,
assign, or gift or in any other way reduce his or her risk relative to the share
of Common Stock issuable pursuant to such Long-Term Incentive and all other
shares of Common Stock owned by such Participant for such period after the
consummation of such merger or consolidation as the Company shall, upon the
advice of its outside accountants, conclusively determine as necessary to ensure
that such merger or consolidation may be validly accounted for as a pooling of
interests.

         (e) Adjustments under paragraphs 7(a) and 7(b) shall be made by the
Committee, whose determination as to what adjustments will be made and the
extent thereof shall be final, binding, and conclusive. No fractional interests
shall be issued under the Plan resulting from any such adjustments. The
Committee shall give prompt notice to each Participant affected thereby of the
occurrence of any event


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giving rise to any adjustment, which notice shall set forth the new purchase
price after giving effect to the adjustment, provided that such adjustment shall
be effective whether or not such notice is given.

8.       TERM

         The Plan shall become effective upon the date of its adoption by the
Board, subject, however, to approval by the shareholders of Enhance within
twelve months next following such adoption. Prior to such approval, the Board
may in its sole discretion authorize the granting of Long-Term Incentives,
including Options provided the exercisability thereof shall be deferred until,
and expressly subject to the condition that, the Plan shall have been so
approved. If the Plan is not so approved by the shareholders of Enhance, the
Plan and all Long-Term Incentive granted hereunder shall be automatically
canceled and any shares of Common Stock or cash previously issued or paid under
all Long-Term Incentives shall promptly be returned to the Company in return for
any money or properly it received therefore. The Plan shall terminated at the
close of business on the last day of the ten-year period commencing on the date
the Plan is adopted by the Board, and no Long-Term Incentives may thereafter be
granted, but such termination shall not affect any Long-Term Incentives
theretofore granted. No Long-Term Incentive shall be granted under this Plan
after the number of shares authorized for issuance or transfer hereunder have
been exhausted, but the Plan shall continue in effect thereafter with respect to
Long-Term Incentives theretofore granted.

9.       ADMINISTRATION

         (a) The Plan shall be administered by a Committee of three or more
persons selected by the Board from its own membership. Each member of such
Committee shall qualify (i) during such time as Enhance is a reporting company
under the Securities Exchange Act of 1934, as a "non-employee director" as
defined in Rule 16b-3 promulgated under Section 16(b) of the Securities Exchange
Act of 1934 to the extent then required and (ii) as an "outside director" as
defined under Section 162(m) of the Code.

         (b) The Committee may establish such rules and regulations, not
inconsistent with the provisions of this Plan, as it may deem necessary for the
proper administration of this Plan, and may amend or revoke any rule or
regulation so established. The Committee shall, subject to the provisions of the
Plan, have full power to interpret and administer the Plan and full authority to
select the Participants in the Plan and determine the number of shares (if any)
to be made subject to each Long-Term Incentive, the type of Long-Term Incentive
to be granted and the terms and conditions of each Long-Term Incentive (which
need not be identical). The interpretation by the Committee of the terms and
provisions of the Plan and the administration thereof, and all action taken by
the Committee, shall be final, binding and conclusive on Enhance, its
stockholders, Subsidiaries, all Participants and employees, and upon their
respective Beneficiaries, successors and assigns, and upon all other persons
claiming under or through any of them.

         (c) Members of the Board of Directors and members of the Committee
acting under this Plan shall be fully protected in relying in good faith upon
the advice of counsel and shall incur no liability except for gross or willful
misconduct in the performance of their duties.

         (d) The Plan is intended to comply with the exception for performance
based compensation under Section 162(m) of the Code and the regulations
thereunder with respect to Options, and grants of Options shall be limited,
construed and interpreted in a manner so as to comply therewith unless
determined otherwise by the Committee with respect to a particular grant of an
Option.

10.      GENERAL PROVISIONS

         (a) Nothing in this Plan or in any instrument executed pursuant hereto
shall confer upon any person any right to continue in the employment of Enhance
or a Subsidiary, or shall affect the right of Enhance or a Subsidiary to
terminate the employment of any person at any time with or without cause.

         (b) No shares of Common Stock shall be issued or transferred pursuant
to a Long-Term Incentive unless and until all legal requirement applicable to
the issuance or transfer, of such shares have, in the opinion of counsel to
Enhance, been complied with. In connection with any such issuance or transfer,


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the person acquiring the shares shall if requested by Enhance and whether or not
otherwise required by the terms of the Participant's Long-Term Incentive, give
assurances satisfactory to counsel to Enhance, in respect of such matters as
Enhance or a Subsidiary may deem desirable to assure compliance with all
applicable legal requirements and take any reasonable action to comply with such
requirements.

         (c) No provision of this Plan shall be interpreted or construed to
obligate Enhance to register the shares issuable or transferable hereunder under
the Securities Act of 1933 or disposition of shares of Common Stock issued or
transferred under any Long-Term Incentive may be made unless and until Enhance's
counsel is satisfied that the shares have been registered under the Securities
Act of 1933 and any other applicable federal or state securities laws or that an
exemption from such registration is available. Certificates evidencing any
shares of Common Stock issued or transferred under any Long-Term Incentive shall
be legended in such manner as Enhance's counsel may deem to be necessary or
appropriate to reflect the provisions of this paragraph 10(c).

         (d) No person (individually or as a member of a group) and no
Beneficiary or other person claiming under or through him, shall have any right,
title or interest in or to any shares of Common Stock allocated or reserved for
the purposes of this Plan or subject to any Long-Term Incentive except as to
such shares of Common Stock, if any, as shall have been issued or transferred to
him.

         (e) In the case of a grant of a Long-Term Incentive to a Key Employee
of a Subsidiary, such grant may, if the Board of Directors so approves, be
implemented by Enhance entering into an agreement with the Subsidiary containing
such terms and provisions as the Board of Directors may authorize, including,
without limitation, a provision for the issuance or transfer of the shares
covered by the Long-Term Incentive to the Subsidiary, for such consideration as
the Board of Directors may approve, upon the condition or understanding that the
Subsidiary will transfer the shares to the Key Employee in accordance with the
terms of the Long-Term Incentive.

         (f) Enhance or a Subsidiary may make such provisions as it may deem
appropriate for the withholding of any taxes which Enhance or a Subsidiary
determines it is required to withhold in connection with any Long-Term
Incentive. The Committee may, in its sole discretion and subject to such rules
as it may adopt, permit a Participant to elect to satisfy any such withholding
obligation, in whole or in part, by having the Company withhold shares of Common
Stock that are otherwise issuable in connection with such Long-Term Incentive
and have a Fair Market Value equal to the amount required to be withheld, or by
surrendering to the Company previously-acquired shares of Common Stock that have
such a Fair Market Value. Each holder of an Incentive Stock Option shall give
prompt notice to the Company in the event of the disposition by him of any
shares where such disposition occurs within two years after the date of the
grant of such Option or within one year after the date of the such exercise.

         (g) Nothing in this Plan is intended to be a substitute for, or shall
preclude or limit the establishment or continuation of, any other plan, practice
or arrangement for the payment of compensation or fringe benefits to directors,
officers, employees or consultants generally, or to any class or group of such
persons, which Enhance or any Subsidiary now has or may hereafter lawfully put
into effect, including, without limitation, any incentive compensation,
retirement, pension, group insurance, stock purchase, stock bonus or stock
option plan.

         (h) In no event shall Long-Term Incentives be considered compensation
to a Participant for purposes of any other plan of the Company (including any
pension, profit-sharing, severance pay or other employee benefit plans) in
determining benefits to which such Participant may be entitled under such plan.

         (i) By accepting any benefits under the Plan, each Participant, and
each person claiming under or through him, shall be conclusively deemed to have
indicated his acceptance and ratification of, and consent to, all provision of
the Plan and any action or decision under the Plan by Enhance, its agents and
employees, the Committee, and the Board.

         (j) The validity, construction, interpretation and administration of
the Plan and of any determinations or decisions made thereunder, and the rights
of all persons having or claiming to have any


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interest therein or thereunder, shall be governed by, and determined exclusively
in accordance with, the laws of the State of New York, the state in which
Enhance is incorporated, but without giving effect to the principles of
conflicts of laws theretofore. Without limiting the generality of the foregoing,
the period within which any action arising under or in connection with the Plan
must be commenced, shall be governed by the laws of the State of New York,
without giving effect to the principles of conflicted of laws thereof,
irrespective of the place where the act or omission complained of took place and
of the residence of any party to such action and irrespective of the place where
the action may be brought.

         (k) The use of the masculine gender shall also include with it a
meaning the feminine. The use of the singular shall include within its meaning
the plural and vice versa.

11.      AMENDMENT AND TERMINATION

         (a) This Plan may be amended or terminated by the Board of Directors at
any time and in any respect, including without limitation to permit or
facilitate qualification of Options theretofore or thereafter granted as
Incentive Stock Options under the Code, provided that, without the approval of
the shareholders of the Company, no amendment shall be made which (i) increases
the maximum number of shares of Common Stock that may be issued or transferred
pursuant to Long-Term Incentives, as provided in paragraph (a)(1) of Section 4
or increase the maximum number of shares of Common Stock that may be granted as
Options or Restricted Stock Awards to any Key Employee selected to participate
in the Plan as provided in paragraph (a)(2) of Section 4, (ii) except as may be
required or desirable to conform this Plan to the federal or state securities
laws and regulations that may apply to it from time to time, withdraws the
administration of this Plan from the Committee, (iii) transfers the
administration of this Plan to any person who is not a "non-employee director"
under Rule 16b-3, if Enhance is then a reporting company under the Securities
Exchange Act of 1934, (iv) permits any person who is not a Key Employee to be
granted a Long-Term Incentive, (v) changes the minimum exercise price of any
Option or extends the maximum exercise term of any Option or otherwise
materially increases the benefits accruing to participants in the Plan, (vi)
amends this Section 11, or (v) requires shareholder approval in order for the
Plan to continue to comply with the exception for performance-based compensation
under Section 162(m) of the Code.

         (b) No amendment or termination of this Plan by the Board of Directors
or the shareholders of Enhance shall affect adversely any Long-Term Incentive
theretofore granted without the consent of the holder thereof.







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