<PAGE>

                          PREMIERE TECHNOLOGIES, INC.
                     AMENDED AND RESTATED 1998 STOCK PLAN
<PAGE>

                          PREMIERE TECHNOLOGIES, INC.
                     AMENDED AND RESTATED 1998 STOCK PLAN

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                     Page
                                                     ----
<S>            <C>                                   <C>

ARTICLE I      DEFINITIONS.........................     1

ARTICLE II     THE PLAN............................     4

     2.1       Name................................     4
     2.2       Purpose.............................     4
     2.3       Effective Date......................     4

ARTICLE III    PARTICIPANTS........................     5

ARTICLE IV     ADMINISTRATION......................     5

     4.1       Duties and Powers of the Committee..     5
     4.2       Interpretation; Rules...............     5
     4.3       No Liability........................     6
     4.4       Majority Rule.......................     6
     4.5       Company Assistance..................     6

ARTICLE V      SHARES OF STOCK SUBJECT TO PLAN.....     6

     5.1       Limitations.........................     6
     5.2       Antidilution........................     7

ARTICLE VI     OPTIONS.............................     8

     6.1       Types of Options Granted............     8
     6.2       Option Grant and Agreement..........     8
     6.3       Exercise Price......................     8
     6.4       Exercise Period.....................     8
     6.5       Option Exercise.....................     8
     6.6       Reload Options......................    10
     6.7       Nontransferability..................    10
     6.8       Termination of Employment or Service    10
     6.9       Employment Rights...................    11
     6.10      Certain Successor Options...........    11
     6.11      Effect of Change in Control.........    11
</TABLE>
<PAGE>

<TABLE>
<S>             <C>                                       <C>
ARTICLE VII     RESTRICTED STOCK........................  11

     7.1        Awards of Restricted Stock..............  11
     7.2        Nontransferability......................  12
     7.3        Lapse of Restrictions...................  12
     7.4        Termination of Employment...............  12
     7.5        Treatment of Dividends..................  12
     7.6        Delivery of Shares......................  12

ARTICLE VIII    STOCK APPRECIATION RIGHTS...............  12

     8.1        SAR Awards..............................  12
     8.2        Determination of Price..................  13
     8.3        Exercise of an SAR......................  13
     8.4        Payment for an SAR......................  13
     8.5        Status of SAR Shares....................  13
     8.6        Termination of SARs.....................  13
     8.7        No Shareholder Rights...................  14

ARTICLE IX      STOCK CERTIFICATES......................  14

ARTICLE X       TERMINATION AND AMENDMENT...............  15

     10.1       Termination and Amendment...............  15
     10.2       Effect on Grantee's Rights..............  15

ARTICLE XI      RELATIONSHIP TO OTHER COMPENSATION PLANS  15

ARTICLE XII     MISCELLANEOUS...........................  15

     12.1       Performance Goals.......................  15
     12.2       Replacement or Amended Grants...........  15
     12.3       Forfeiture for Competition..............  16
     12.4       Plan Binding on Successors..............  16
     12.5       Singular, Plural, Gender................  16
     12.6       Headings Not Part of Plan...............  16
     12.7       Interpretation..........................  16
</TABLE>
<PAGE>

                          PREMIERE TECHNOLOGIES, INC.
                     AMENDED AND RESTATED 1998 STOCK PLAN

                                   ARTICLE I
                                  DEFINITIONS

     As used herein, the following terms have the following meanings unless the
context clearly indicates to the contrary:

"Award" shall mean a grant of Restricted Stock or an SAR under this Plan.
-------

"Board" shall mean the Board of Directors of the Company.
-------

"Cause" shall mean theft or destruction of property of the Company or any
-------
Subsidiary, disregard of the rules or policies of the Company or any Subsidiary,
or conduct evincing willful or wanton disregard of the interests of the Company
or any Subsidiary.  Such determination shall be made by the Committee based on
information presented by the Company and the Employee (if the Employee chooses
to present information), and shall be final and binding on the Company and the
Employee.

"Change in Control" shall mean the occurrence of either of the following events:
------------------

     (a) A change in the composition of the Board as a result of which fewer
than one-half of the incumbent Directors are Directors who either:

          (i) were Directors of the Company twenty-four (24) months prior to
such change, or

          (ii) were elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the Directors who had been Directors
of the Company twenty-four (24) months prior to such change and who were still
in office at the time of the election or nomination; or

     (b) Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than any person who is a shareholder of the Company on or
before the effective date of this Plan, by the acquisition or aggregation of
securities is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the
combined voting power of the Company's then outstanding securities ordinarily
(and apart from rights accruing under special circumstances) having the right to
vote at elections of directors (the "Base Capital Stock"); except that any
change in the relative beneficial ownership of the Company's securities by any
person resulting solely from a reduction in the aggregate number of outstanding
shares of Base Capital Stock shall be disregarded until such person increases in
any manner, directly or indirectly, such person's beneficial ownership of any
securities of the Company.
<PAGE>

"Code" shall mean the Internal Revenue Code of 1986, including effective date
------
and transition rules (whether or not codified).  Any reference herein to a
specific section of the Code shall be deemed to include a reference to any
corresponding provision of future law.

"Committee" shall mean a committee of at least two Directors appointed from time
-----------
to time by the Board, having the duties and authority set forth herein in
addition to any other authority granted by the Board; provided, however, that
(i) with respect to any Options or Awards granted to an individual who is also a
Section 16 Insider, the Committee shall consist of at least two members of the
Board (who need not be members of the Committee with respect to Options or
Awards granted to any other individuals) who are Non-Employee Directors.
References herein to the "Committee" shall mean such Non-Employee Directors
insofar as any actions or determinations of the Committee shall relate to or
affect Options or Awards made to or held by any Section 16 Insider.  At any time
that the Board shall not have appointed a committee as described above, any
reference herein to the Committee shall mean the Board.

"Company" shall mean Premiere Technologies, Inc., a Georgia corporation.
---------

"Director" shall mean a member of the Board and any person who is an advisory or
----------
honorary director of the Company if such person is considered a director for the
purposes of Section 16 of the Exchange Act, as determined by reference to such
Section 16 and to the rules, regulations, judicial decisions and interpretative
or "no-action" positions with respect thereto of the Securities and Exchange
Commission, as the same may be in effect or set forth from time to time.

"Exchange Act" shall mean the Securities Exchange Act of 1934.  Any reference
--------------
herein to a specific section of the Exchange Act shall be deemed to include a
reference to any corresponding provision of future law.

"Exercise Price" shall mean the price at which an Optionee may purchase a share
----------------
of Stock under a Stock Option Agreement.

"Fair Market Value" on any date shall mean (i) the closing sales price of the
-------------------
Stock, regular way, on such date on the national securities exchange having the
greatest volume of trading in the Stock during the thirty (30) day period
preceding such date or, if such exchange was not open for trading on such date,
the next preceding date on which it was open; (ii) if the Stock is not traded on
any national securities exchange, the average of the closing high bid and low
asked prices of the Stock on the over-the-counter market on the date such value
is to be determined, or in the absence of closing bids on such date, the closing
bids on the next preceding date on which there were bids; or (iii) if the Stock
also is not traded on the over-the-counter market, the fair market value as
determined in good faith by the Committee based on such relevant facts as may be
available, which may include opinions of independent experts, the price at which
recent sales of Stock have

                                      -2-
<PAGE>

been made, the book value of the Stock, and the Company's past, current and
future earnings.

"Grantee" shall mean a person who is an Optionee or a person who has received an
---------
Award of Restricted Stock or an SAR.

"Non-Employee Director" shall have the meaning assigned such term in Rule 16b-3
-----------------------
promulgated under Section 16 of the Exchange Act.

"Officer" shall mean a person who constitutes an officer of the Company for the
---------
purposes of Section 16 of the Exchange Act, as determined by reference to such
Section 16 and to the rules, regulations, judicial decisions, and interpretative
or "no-action" positions with respect thereto of the Securities and Exchange
Commission, as the same may be in effect or set forth from time to time.

"Option" shall mean an option to purchase Stock granted pursuant to the
--------
provisions of Article VI hereof.

"Optionee" shall mean a person to whom an Option has been granted hereunder.
----------

"Permanent and Total Disability" shall have the meaning set forth in Code
--------------------------------
Section 22(e)(3) and the regulations promulgated thereunder.

"Plan" shall mean the Premiere Technologies, Inc. Amended and Restated 1998
------
Stock Plan, the terms of which are set forth herein.

"Purchasable" shall refer to Stock that may be purchased by an Optionee under
-------------
the terms of this Plan on or after a certain date specified in the applicable
Stock Option Agreement.

"Qualified Domestic Relations Order" shall have the meaning set forth in Code
------------------------------------
Section 414(p)(1)(A) and the regulations promulgated thereunder.

"Reload Option" shall have the meaning set forth in Section 6.6 hereof.
---------------

"Restricted Stock" shall mean Stock issued to a Grantee pursuant to Article VII
------------------
hereof.

"Restriction Agreement" shall mean a written agreement setting forth the terms
-----------------------
of an Award of Restricted Stock, as provided in Section 7.1 hereof.

"SAR" means a stock appreciation right, which is the right to receive an amount
-----
equal to the appreciation, if any, in the Fair Market Value of a share of Stock
from the date of the grant of the right to the date of its payment, as provided
in Article VIII hereof.

                                      -3-
<PAGE>

"SAR Agreement" shall mean a written agreement setting forth the terms of an
---------------
Award of an SAR, as provided in Section 8.1 hereof.

"SAR Price" shall mean the base value established by the Committee for an SAR on
-----------
the date the SAR is granted and which is used in determining the amount of
benefit, if any, paid to a Grantee.

"Section 16 Insider" shall mean any person who is subject to the provisions of
--------------------
Section 16 of the Exchange Act, as provided in Rule 16a-2 promulgated pursuant
to the Exchange Act.

"Stock" shall mean the Common Stock, par value $.0l per share, of the Company
-------
or, in the event that the outstanding shares of Stock are hereafter changed into
or exchanged for shares of a different stock or securities of the Company or
some other entity, such other stock or securities.

"Stock Option Agreement" shall mean a written agreement between the Company and
------------------------
an Optionee under which the Optionee may purchase Stock hereunder, as provided
in Article VI hereof.

"Subsidiary" shall mean any corporation, limited liability company, partnership
------------
or other entity in which the Company directly or indirectly controls fifty
percent (50%) or more of the total combined voting power of such entity.

                                  ARTICLE II
                                   THE PLAN

     2.1     Name.  This Plan shall be known as the "Premiere Technologies, Inc.
             ----
Amended and Restated 1998 Stock Plan."

     2.2     Purpose.  The purpose of the Plan is to advance the interests of
             -------
the Company, its Subsidiaries and its shareholders by affording certain
employees of the Company and its Subsidiaries, as well as key consultants and
advisors to the Company or any Subsidiary, an opportunity to acquire or increase
their proprietary interests in the Company.  The objective of the Options and
Awards is to promote the growth and profitability of the Company and its
Subsidiaries by providing the Grantees with an additional incentive to achieve
the Company's objectives through participation in its success and growth and by
encouraging their continued association with or service to the Company and its
Subsidiaries.

     2.3     Effective Date.  The effective date of this Plan is July 22, 1998,
             --------------
as amended and restated effective as of May 18, 1999.

                                      -4-
<PAGE>

                                  ARTICLE III
                                 PARTICIPANTS

     The class of persons eligible to participate in this Plan shall consist of
all persons whose participation in the Plan the Committee determines to be in
the best interests of the Company which shall include, but not be limited to,
all employees of the Company or any Subsidiary, as well as directors, key
consultants and advisors to the Company or any Subsidiary.

                                  ARTICLE IV
                                ADMINISTRATION

     4.1     Duties and Powers of the Committee.  This Plan shall be
             ----------------------------------
administered by the Committee.  The Committee shall select one of its members as
its Chairman and shall hold its meetings at such times and places as it may
determine.  The Committee shall keep minutes of its meetings and shall make such
rules and regulations for the conduct of its business as it may deem necessary.
The Committee shall have the power to act by unanimous written consent in lieu
of a meeting, and to meet telephonically.  In administering this Plan, the
Committee's actions and determinations shall be binding on all interested
parties.  The Committee shall have the power to grant Options or Awards in
accordance with the provisions of this Plan and may grant Options and Awards
singly, in combination, or in tandem.  Subject to the provisions of this Plan,
the Committee shall have the discretion and authority to determine those persons
to whom Options or Awards will be granted and whether such Options will be
accompanied by the right to receive Reload Options, the number of shares of
Stock subject to each Option or Award, such other matters as are specified
herein, and any other terms and conditions of a Stock Option Agreement,
Restriction Agreement and an SAR Agreement.  The Committee shall also have the
discretion and authority to delegate to any Officer its powers to grant Options
or Awards under this Plan to any person who is an employee of the Company or any
Subsidiary but not an Officer or Director.  To the extent not inconsistent with
the provisions of this Plan, the Committee may give a Grantee an election to
surrender an Option or Award in exchange for the grant of a new Option or Award,
and shall have the authority to amend or modify an outstanding Stock Option
Agreement, Restriction Agreement or SAR Agreement, or to waive any provision
thereof, provided that the Grantee consents to such action.

     4.2     Interpretation; Rules.  Subject to the express provisions of this
             ---------------------
Plan, the Committee shall have complete authority to interpret this Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine
the details and provisions of each Stock Option Agreement, Restriction Agreement
and SAR Agreement, and to make all other determinations necessary or advisable
for the administration of this Plan, including, without limitation, the amending
or altering of this Plan and any Options or Awards granted hereunder as may be
required to comply with or to conform to any federal, state or local laws or
regulations.

                                      -5-
<PAGE>

     4.3     No Liability.  Neither any Director nor any member of the Committee
             ------------
shall be liable to any person or entity for any act or determination made in
good faith with respect to this Plan or any Option or Award granted hereunder.

     4.4     Majority Rule.  A majority of the members of the Committee shall
             -------------
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present, or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee, shall constitute the action of the
Committee.

     4.5     Company Assistance.  The Company shall supply full and timely
             ------------------
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability or other termination of employment,
and such other pertinent facts as the Committee may require.  The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.

                                   ARTICLE V
                        SHARES OF STOCK SUBJECT TO PLAN

     5.1     Limitations.  Subject to any antidilution adjustment pursuant to
             -----------
the provisions of Section 5.2, the maximum number of shares of Stock that may be
issued hereunder shall be 6,000,000.  Any or all shares of Stock subject to the
Plan may be issued in any combination of non-Incentive Stock Options, Restricted
Stock and SARs, and the amount of Stock subject to the Plan may be increased
from time to time in accordance with Article X hereof.

     Shares subject to an Option or issued as an Award may be either authorized
and unissued shares or shares issued and later acquired by the Company.  The
shares covered by any unexercised portion of an Option that has terminated for
any reason (except as set forth in the following paragraph), or any forfeited
portion of an Award, may again be optioned or Awarded under this Plan, and such
shares shall not be considered as having been optioned or issued in computing
the number of shares of Stock remaining available for Options or Awards
hereunder.

     If Options are issued in respect of options to acquire stock of any entity
acquired, by merger or otherwise, by the Company or any Subsidiary, to the
extent that such issuance shall not be inconsistent with the terms, limitations
and conditions of Code Section 422 or Rule 16b-3 under the Exchange Act, the
aggregate number of shares of Stock for which Options may be granted hereunder
shall automatically be increased by the number of shares subject to the Options
so issued; provided, however, that the aggregate number of shares of Stock for
which Options may be granted hereunder shall automatically be decreased by the
number of shares covered by any unexercised portion of an Option so issued that
has terminated for any reason, and the shares subject to any such unexercised
portion may not be optioned to any other person.

                                      -6-
<PAGE>

     5.2     Antidilution.
             ------------

     (a) If (i) the Outstanding shares of Stock are increased, decreased, or
changed into or exchanged for a different number or kind of shares or other
securities of the Company, by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination or exchange of shares, or stock
split or stock dividend (excluding the Stock dividend declared shortly before
the Company's initial public offering of its Stock), (ii) any spin-off, split-
off or other distribution of assets materially affects the price of the
Company's stock, or (iii) there is any assumption and conversion to this Plan by
the Company of an acquired company's outstanding option grants, then:

          (A) the aggregate number and kind of shares of Stock for which Options
or Awards may be granted hereunder shall be adjusted appropriately by the
Committee, and

          (B) the rights of Optionees (concerning the number of shares subject
to Options and the Exercise Price) under outstanding Options and the rights of
the holders of Awards (concerning the terms and conditions of the lapse of any
then remaining restrictions), shall be adjusted appropriately by the Committee.

     (b) If the Company is a party to any reorganization in which it does not
survive, involving merger, consolidation, or acquisition of the stock or
substantially all the assets of the Company, the Committee, in its discretion,
may:

          (i) notwithstanding other provisions hereof, declare that all Options
granted under this Plan shall become exercisable immediately notwithstanding the
provisions of the respective Stock Option Agreements regarding exercisability,
that all such Options shall terminate thirty (30) days after the Committee gives
written notice of the immediate right to exercise all such Options and of the
decision to terminate all Options not exercised within such 30-day period, and
that all then-remaining restrictions pertaining to Awards under this Plan shall
immediately lapse; and/or

          (ii) notify all Grantees that all Options and Awards granted under
this Plan shall be assumed by the successor corporation or substituted on an
equitable basis with options or restricted stock issued by such successor
corporation.

     (c) If the Company is to be liquidated or dissolved in connection with a
reorganization described in Section 5.2(b), the provisions of that Section shall
apply.  In all other instances, the adoption of a plan of dissolution or
liquidation of the Company shall, notwithstanding other provisions hereof, cause
all then-remaining restrictions pertaining to Options and Awards under the Plan
to lapse, and shall cause every Option outstanding under the Plan to terminate
to the extent not exercised prior to the adoption of the plan of dissolution or
liquidation by the shareholders; provided that,

                                      -7-
<PAGE>

notwithstanding any other provisions hereof, the Committee may declare all
Options granted under the Plan to be exercisable at any time on or before the
fifth (5th) business day following such adoption, notwithstanding the provisions
of the respective Stock Option Agreements regarding exercisability.

     (d) The adjustments described in paragraphs (a) through (c) of this Section
5.2, and the manner of their application, shall be determined solely by the
Committee, and any such adjustment may provide for the elimination of fractional
share interests.  The adjustments required under this Article V shall apply to
any successors of the Company and shall be made regardless of the number or type
of successive events requiring such adjustments.

                                  ARTICLE VI
                                    OPTIONS

     6.1     Types of Options Granted.  The Committee may, under this Plan,
             ------------------------
grant Options which do not qualify as incentive stock options.  Within the
limitations provided in this Plan, the Options may be granted to the same person
at the same time, or at different times, under different terms and conditions,
as long as the terms and conditions of each Option are consistent with the
provisions of this Plan.  Without limitation of the foregoing, Options may be
granted subject to conditions based on the satisfaction of performance goals or
any other factor the Committee deems relevant.

     6.2     Option Grant and Agreement.  Each Option granted hereunder shall be
             --------------------------
evidenced by minutes of a meeting or the written consent of the Committee and by
a written Stock Option Agreement executed by the Company and the Optionee.  The
terms of the Option, including the Option's duration, time or times of exercise,
exercise price, whether the Option is to be accompanied by the right to receive
a Reload Option, shall be stated in the Stock Option Agreement.

     6.3     Exercise Price.  The Exercise Price of the Stock subject to each
             --------------
Option shall be determined by the Committee.

     6.4     Exercise Period.  The period for the exercise of each Option
             ---------------
granted hereunder shall be determined by the Committee.

     6.5     Option Exercise.
             ---------------

     (a) Unless otherwise provided in the Stock Option Agreement or Section 6.4
hereof, an Option may be exercised at any time or from time to time during the
term of the Option as to any or all full shares which have become Purchasable
under the provisions of the Option, but not at any time as to less than one
hundred (100) shares unless the remaining shares that have become so Purchasable
are less than one hundred (100) shares.  The Committee shall have the authority
to prescribe in any Stock Option Agreement that

                                      -8-
<PAGE>

the Option may be exercised only in accordance with a vesting schedule during
the term of the Option.

     (b) An Option shall be exercised by (i) delivery to the Company at its
principal office a written notice of exercise with respect to a specified number
of shares of Stock and (ii) payment to the Company at that office of the full
amount of the Exercise Price for such number of shares in accordance with
Section 6.5(c).  If requested by an Optionee, an Option may be exercised with
the involvement of a stockbroker in accordance with the federal margin rules set
forth in Regulation T (in which case the certificates representing the
underlying shares will be delivered by the Company directly to the stockbroker).

     (c) The Exercise Price is to be paid in full in cash upon the exercise of
the Option and the Company shall not be required to deliver certificates for the
shares purchased until such payment has been made; provided, however, the
Committee may provide in a Stock Option Agreement (or may otherwise determine in
its sole discretion at the time of exercise) that in lieu of cash, all or any
portion of the Exercise Price may be paid by tendering to the Company shares of
Stock duly endorsed for transfer and owned by the Optionee for at least six (6)
months, to be credited against the Exercise Price at the Fair Market Value of
such shares on the date of exercise (however, no fractional shares may be so
transferred, and the Company shall not be obligated to make any cash payments in
consideration of any excess of the aggregate Fair Market Value of shares
transferred over the aggregate Exercise Price); provided further, the Committee
may provide in a Stock Option Agreement (or may otherwise determine in its sole
discretion at the time of exercise) that, in lieu of cash or shares, all or a
portion of the Exercise Price may be paid by the Optionee's execution of a
recourse note equal to the Exercise Price or relevant portion thereof, subject
to compliance with applicable state and federal laws, rules and regulations.  In
addition to the above methods of exercise, to the extent permitted under
Regulation T of the Federal Reserve Board, and subject to applicable securities
laws, an Option may be exercised through a broker in a so-called "cashless
exercise" whereby the broker sells the Option shares and delivers cash sales
proceeds to the Company in payment of the exercise price.

     (d) In addition to and at the time of payment of the Exercise Price, the
Company may withhold, or require the Optionee to pay to the Company in cash, the
amount of any federal, state and local income, employment or other withholding
taxes which the Committee determines are required to be withheld under federal,
state or local law in connection with the exercise of an Option; provided,
however, the Committee may provide in a Stock Option Agreement (or may otherwise
determine in its sole discretion at the time of exercise) that the minimum
required withholding amount of such tax obligations may, upon the election of
the Optionee, be paid by tendering to the Company whole shares of Stock duly
endorsed for transfer and owned by the Optionee, or by authorization to the
Company to withhold shares of Stock otherwise issuable upon exercise of the
Option, in either case in that number of shares having a Fair Market Value on
the date of exercise equal to the amount of such taxes thereby being paid.

                                      -9-
<PAGE>

     (e) The holder of an Option shall not have any of the rights of a
shareholder with respect to the shares of Stock subject to the Option until such
shares have been issued and transferred to the Optionee upon the exercise of the
Option.

     6.6     Reload Options.
             --------------

     (a) The Committee may specify in a Stock Option Agreement (or may otherwise
determine in its sole discretion) that a Reload Option shall be granted, without
further action of the Committee, (i) to an Optionee who exercises an Option
(including a Reload Option) by surrendering shares of Stock in payment of
amounts specified in Sections 6.5(c) or 6.5(d) hereof, (ii) for the same number
of shares as are surrendered to pay such amounts, (iii) as of the date of such
payment and at an Exercise Price equal to the Fair Market Value of the Stock on
such date, and (iv) otherwise on the same terms and conditions as the Option
whose exercise has occasioned such payment, except as provided below and subject
to such other contingencies, conditions, or other terms as the Committee shall
specify at the time such exercised Option is granted.

     (b) Unless provided otherwise in the Stock Option Agreement, a Reload
Option may not be exercised by an Optionee (i) prior to the end of a one (1)
year period from the date that the Reload Option is granted, and (ii) unless the
Optionee retains beneficial ownership of the shares of Stock issued to such
Optionee upon exercise of the Option referred to above in Section 6.6(a)(i), for
a period of one (1) year from the date of such exercise.

     6.7     Nontransferability.  No Option shall be transferable by an Optionee
             ------------------
other than by will or the laws of descent and distribution or pursuant to a
Qualified Domestic Relations Order; provided, however, that the Committee may
(but need not) permit other transfers where the Committee concludes that such
transferability (i) does not result in accelerated taxation and (ii) is
otherwise appropriate and desirable, taking into account any factors deemed
relevant, including without limitation, state or federal tax or securities laws
applicable to transferable options.  During the lifetime of an Optionee, Options
shall be exercisable only by such Optionee (or by such Optionee's guardian or
legal representative, should one be appointed).

     6.8     Termination of Employment or Service.  The Committee shall have the
             ------------------------------------
power to specify, with respect to the Options granted to a particular Optionee,
the effect upon such Optionee's right to exercise an Option upon termination of
such Optionee's employment or service under various circumstances, which effect
may include immediate or deferred termination of such Optionee's rights under an
Option, or acceleration of the date at which an Option may be exercised in full.
For purposes of this Plan, a leave of absence approved by the Company shall not
be deemed to be termination of employment unless otherwise provided in the
Option Agreement or by the Company on the date of the leave of absence.

                                     -10-
<PAGE>

     6.9     Employment Rights.  Nothing in this Plan or in any Stock Option
             -----------------
Agreement shall confer on any person any right to continue in the employ of the
Company or any of its Subsidiaries, or shall interfere in any way with the right
of the Company or any of its Subsidiaries to terminate such person's employment
at any time.

     6.10    Certain Successor Options.  To the extent not inconsistent with the
             -------------------------
terms, limitations and conditions of Code Section 422 and any regulations
promulgated thereunder, an Option issued in respect of an option held by an
employee to acquire stock of any entity acquired, by merger or otherwise, by the
Company or any Subsidiary, may contain terms that differ from those stated in
this Article VI, but solely to the extent necessary to preserve for any such
employee the rights and benefits contained in such predecessor option, or to
satisfy the requirements of Code Section 424(a).

     6.11    Effect of Change in Control.  The Committee may determine, at the
             ---------------------------
time of granting an Option or thereafter, that such Option shall become
exercisable on an accelerated basis in the event that a Change in Control occurs
with respect to the Company (and the Committee shall have the discretion to
modify the definition of Change in Control in a particular Option Agreement).
If the Committee finds that there is a reasonable possibility that, within the
succeeding six (6) months, a Change in Control will occur with respect to the
Company, then the Committee may determine that all outstanding Options shall be
exercisable on an accelerated basis.

                                  ARTICLE VII
                               RESTRICTED STOCK

     7.1     Awards of Restricted Stock.  The Committee may grant Awards of
             --------------------------
Restricted Stock, which shall be governed by a Restriction Agreement between the
Company and the Grantee.  Each Restriction Agreement shall contain such
restrictions, terms and conditions (including, without limitation, the
satisfaction of stated performance goals) as the Committee may, in its
discretion, determine, and may require that an appropriate legend be placed on
the certificates evidencing the subject Restricted Stock.  Shares of Restricted
Stock granted pursuant to an Award hereunder shall be issued in the name of the
Grantee as soon as reasonably practicable after the Award is granted, provided
that the Grantee has executed the Restriction Agreement governing the Award, the
appropriate blank stock powers and, in the discretion of the Committee, an
escrow agreement and any other documents which the Committee may require as a
condition to the issuance of such Shares.  If a Grantee shall fail to execute
the foregoing documents within the time period prescribed by the Committee, if
any, the Award shall be void.  At the discretion of the Committee, Shares issued
in connection with an Award shall be deposited together with the stock powers
with an escrow agent designated by the Committee.  Unless the Committee
determines otherwise and as set forth in the Restriction Agreement, upon
delivery of the Shares to the escrow agent, the Grantee shall have all of the
rights of a shareholder with respect to such Shares, including the right to vote
the

                                     -11-
<PAGE>

Shares and to receive all dividends or other distributions paid or made with
respect to the Shares.

     7.2     Nontransferability.  Until any restrictions upon Restricted Stock
             ------------------
awarded to a Grantee shall have lapsed in a manner set forth in Section 7.3,
such shares of Restricted Stock shall not be transferable other than by will or
the laws of descent and distribution, or pursuant to a Qualified Domestic
Relations Order, nor shall they be delivered to the Grantee.

     7.3     Lapse of Restrictions.  Restrictions upon Restricted Stock awarded
             ---------------------
hereunder shall lapse at such time or times and on such terms and conditions as
the Committee may, in its discretion, determine at the time the Award is granted
or thereafter.

     7.4     Termination of Employment.  The Committee shall have the power to
             -------------------------
specify, with respect to each Award granted to any particular Grantee, the
effect upon such Grantee's rights with respect to such Restricted Stock of the
termination of such Grantee's employment under various circumstances, which
effect may include immediate or deferred forfeiture of such Restricted Stock or
acceleration of the date on which any then remaining restrictions shall lapse.

     7.5     Treatment of Dividends.  At the time an Award of Restricted Stock
             ----------------------
is made the Committee may, in its discretion, determine that the payment to the
Grantee of any dividends, or a specified portion thereof, declared or paid on
such Restricted Stock shall be (a) deferred until the lapsing of the relevant
restrictions and (b) held by the Company for the account of the Grantee until
such lapsing.  In the event of such deferral, there shall be credited at the end
of each year (or portion thereof) interest on the amount of the account
outstanding during such year at a rate per annum determined by the Committee.
Payment of deferred dividends, together with interest thereon, shall be made
upon the lapsing of restrictions imposed on such Restricted Stock, and any
dividends deferred (together with any interest thereon) in respect of Restricted
Stock shall be forfeited upon any forfeiture of such Restricted Stock.

     7.6     Delivery of Shares.  Except as provided otherwise in Article IX
             ------------------
below, within a reasonable period of time following the lapse of the
restrictions on shares of Restricted Stock, the Committee shall cause a stock
certificate to be delivered to the Grantee with respect to such shares and such
shares shall be free of all restrictions hereunder.

                                 ARTICLE VIII
                           STOCK APPRECIATION RIGHTS

     8.1     SAR Awards.  The Committee may grant Awards of SARs, which shall be
             ----------
governed by an SAR Agreement between the Company and the Grantee.  Each SAR
Agreement shall contain such restrictions, terms and conditions (including,
without

                                     -12-
<PAGE>

limitation, the satisfaction of stated performance goals) as the Committee may,
in its discretion, determine.

     8.2     Determination of Price.  The SAR Price shall be established by the
             ----------------------
Committee in its sole discretion.

     8.3     Exercise of an SAR.  Upon exercise of an SAR, the Grantee shall be
             ------------------
entitled, subject to the terms and conditions of this Plan and the SAR
Agreement, to receive for each share of Stock being exercised under the SAR, the
excess of (a) the Fair Market Value of such share of Stock on the date of
exercise over (b) the SAR Price for such share of Stock.

     8.4     Payment for an SAR.  At the sole discretion of the Committee, the
             ------------------
payment of such excess shall be made in (a) cash, (b) shares of Stock, or (c) a
combination of both.  Shares of Stock used for this payment shall be valued at
their Fair Market Value on the date of exercise of the applicable SAR.

     8.5     Status of SAR Shares.  Shares of Stock subject to an Award of an
             --------------------
SAR shall be considered shares of Stock which may be issued under this Plan for
purposes of Section 5.1 hereof, unless the SAR Agreement making the Award of the
SAR provides that the exercise of such SAR results in the termination of an
unexercised Option for the same number of shares of Stock.

     8.6     Termination of SARs.  An SAR may be terminated as follows:
             -------------------

     (a) During the period of a Grantee's continuous employment with the Company
or a Subsidiary, an SAR will be terminated only if it has been fully exercised
or it has expired by its terms.

     (b) Upon termination of a Grantee's employment with the Company or a
Subsidiary, the SAR will terminate upon the earliest of (1) the full exercise of
the SAR, (ii) the expiration of the SAR by its terms, and (iii) not more than
three (3) months following the date of employment termination; provided,
however, should termination of employment (A) result from the death or Permanent
and Total Disability of the Grantee, the period referenced in clause (iii)
hereof shall be one (1) year, or (B) be for Cause, the SAR will terminate on the
date of employment termination.  For purposes of this Plan, a leave of absence
approved by the Company shall not be deemed to be termination of employment
unless otherwise provided in the SAR Agreement or by the Company on the date of
the leave of absence.

     (c) Subject to the terms of the SAR Agreement with the Grantee, if a
Grantee should die or become Subject to a Permanent and Total Disability prior
to the termination of employment with the Company or any Subsidiary and prior to
the termination of an SAR, such SAR may be exercised to the extent that the
Grantee shall have been entitled to

                                     -13-
<PAGE>

exercise it at the time of death or Permanent and Total Disability, as the case
may be, by the Grantee, the estate of the Grantee or the person or persons to
whom the SAR shall have been transferred by will or by the laws of descent and
distribution.

     (d) Except as otherwise expressly provided in the SAR Agreement with the
Grantee, in no event will the continuation of the term of an SAR beyond the date
of termination of employment allow the Employee, or his beneficiaries or heirs,
to accrue additional rights under this Plan, have additional SARs available for
exercise, or receive a higher benefit than the benefit payable as if the SAR had
been exercised on the date of employment termination.

     8.7     No Shareholder Rights.  The Grantee of an SAR shall have no rights
             ---------------------
as a shareholder with respect to such SAR.  In addition, no adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or rights except as provided in Section 5.2
hereof.

                                  ARTICLE IX
                              STOCK CERTIFICATES

     The Company shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
any portion thereof, or deliver any certificate for shares of Restricted Stock
granted hereunder, prior to fulfillment of all of the following conditions:


     (a) the admission of such shares to listing on all stock exchanges on which
the Stock is then listed;

     (b) the completion of any registration or other qualification of such
shares which the Committee shall deem necessary or advisable under any federal
or state law or under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body;

     (c) the obtaining of any approval or other clearance from any federal or
state governmental agency or body which the Committee shall determine to be
necessary or advisable; and

     (d) the lapse of such reasonable period of time following the exercise of
the Option as the Board from time to time may establish for reasons of
administrative convenience.

     Stock certificates issued and delivered to Grantees shall bear such
restrictive legends as the Company shall deem necessary or advisable pursuant to
applicable federal and state securities laws.

                                     -14-
<PAGE>

                                   ARTICLE X
                           TERMINATION AND AMENDMENT

     10.1    Termination and Amendment.  The Board at any time may amend or
             -------------------------
terminate the Plan without shareholder approval; provided, however, that the
Board may condition any amendment on the approval of shareholders of the Company
if such approval is necessary or advisable with respect to tax, securities or
other applicable laws.

     10.2    Effect on Grantee's Rights.  No termination, amendment or
             --------------------------
modification of this Plan shall adversely affect a Grantee's rights under a
Stock Option Agreement, Restriction Agreement or an SAR Agreement without the
consent of the Grantee or his legal representative.

                                  ARTICLE XI
                   RELATIONSHIP TO OTHER COMPENSATION PLANS

     The adoption of this Plan shall not affect any other stock option,
incentive or other compensation plans in effect for the Company or any of its
Subsidiaries; nor shall the adoption of the Plan preclude the Company or any of
its Subsidiaries from establishing any other form of incentive or other
compensation plan for employees or Directors of the Company or any of its
Subsidiaries.

                                  ARTICLE XII
                                 MISCELLANEOUS

     12.1.  Performance Goals.  The Committee may, but need not, determine that
            -----------------
any Award granted pursuant to this Plan to a participant shall be determined
solely on the basis of (a) the achievement by the Company or a Subsidiary of a
specified target return on equity or assets, (b) the Company's or Subsidiary's
stock price, (c) the achievement by the Company or a business unit of the
Company or Subsidiary of a specified target net income or earnings per share,
including without limitation earnings before interest, taxes, depreciation
and/or amortization, or (d) any combination of the goals set forth in (a)
through (c) above.  Furthermore, in such case, the Committee shall have the
right for any reason to reduce (but not increase) any Award, notwithstanding the
achievement of a specified goal.  If an Award is made on such basis, the
Committee shall establish goals prior to the beginning of the period for which
such performance goal relates.  Any payment of an Award granted with performance
goals shall be conditioned on the written certification of the Committee in each
case that the performance goals and any other material conditions were
satisfied.

     12.2    Replacement or Amended Grants.  At the sole discretion of the
             -----------------------------
Committee, and subject to the terms of this Plan, the Committee may modify
outstanding Options or Awards or accept the surrender of outstanding Options or
Awards and grant new Options

                                     -15-
<PAGE>

or Awards in substitution thereof. However, no modification of an Option or
Award shall adversely affect a Grantee's rights under a Stock Option Agreement,
Restriction Agreement or an SAR Agreement without the consent of the Grantee or
his legal representative.

     12.3    Forfeiture for Competition.  If a Grantee provides services to a
             --------------------------
competitor of the Company or any of its Subsidiaries, whether as an employee,
officer, director, independent contractor, consultant, agent or otherwise, which
services are of a nature that can reasonably be expected to involve the skills
and experience used or developed by the Grantee while an employee, consultant or
advisor of the Company or any Subsidiary, then that Grantee's rights under any
Options outstanding hereunder shall be forfeited and terminated, and any shares
of Restricted Stock held by such Grantee subject to remaining restrictions shall
be forfeited, subject in each case to a determination to the contrary by the
Committee.

     12.4    Plan Binding on Successors.  This Plan shall be binding upon the
             --------------------------
successors and assigns of the Company.

     12.5    Singular, Plural, Gender.  Whenever used herein, nouns in the
             ------------------------
singular shall include the plural, and the masculine pronoun shall include the
feminine gender and vice versa.

     12.6    Headings Not Part of Plan.  Headings of Articles and Sections
             -------------------------
hereof are inserted for convenience and reference, and they do not constitute
part of this Plan.

     12.7    Interpretation.  With respect to Section 16 Insiders, transactions
             --------------
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act, and shall be interpreted
consistent therewith.

                                     -16-