Exhibit 4.9
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                        INTEGRATED SILICON SYSTEMS, INC.

                            EQUITY COMPENSATION PLAN

                        Effective as of December 3, 1993



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                        INTEGRATED SILICON SYSTEMS, INC.

                               EQUITY COMPENSATION



                         ARTICLE I - GENERAL PROVISIONS

1.1 The Plan is designed, for the benefit of the Company, to attract and retain
for the Company personnel of exceptional ability; to motivate such personnel
through added incentives to nice a maximum contribution to greater
profitability; to develop and maintain a highly competent management team; and
to be competitive with other companies with respect to executive compensation.

1.2 Awards under the Plan may be made to Participants in the form of (i)
Incentive Stock Options; (ii) Nonqualified Stock Options; (iii) Stock
Appreciation Rights; (iv) Restricted Stock; (v) Deferred Stock; (vi) Stock
Awards; (vii) Performance Shares; sad (viii) Other Stock-Based Awards and other
fonts of equity-based compensation as may be provided and are permissible under
the Plan and the law.

1.3 The Plan shall be effective as of December 3, 1993 (the "Effective Date"),
subject to the approval of shareholders of the Company within 12 months before
or after such date.



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                            ARTICLE II - DEFINITIONS

         Except where the context otherwise indicates, the following definitions
apply:

2.1 "Acceleration Event" means the occurrence of an event defined in Article
XIII of the Plan.

2.2 "Act" means the Securities Exchange Act of 1934, as now in effect or as
hereafter amended. All citations to sections of the Act or unless thereunder are
to such sections or rules as they may from time to time be amended or
renumbered.

2.3 "Agreement" means the written agreement evidencing each Award granted to a
Participant under the Plan.

2.4 "Award" means an award granted to a Participant in accordance with the
provisions of the Plan, including, but not limited to, a Stock Option. Stock
tight. Restricted Stock, Deferred Stock. Stock Awards, Performance Shares, Other
Stock-Based Awards, or any combination of the foregoing.

25  "Board" means the Board of Directors of Integrated Silicon Systems, Inc.

2.6 "Code" means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended. All citations to sections of the Code are to such sections as
they may from time to time be amended or renumbered.

2.7 "Committee" means the Compensation Committee or such other committee
consisting of two or more members as may be appointed by the Board to administer
this Plan pursuant to Article III.. To the extent required by Rule 16b-3 under
the Act, the Committee shall consist of individuals who are members of the Board
and Disinterested Persons. Committee members way also be appointed for such
hatted purposes as my be provided by the Board.

2.8 "Company" means Integrated Silicon Systems, Inc., a North Carolina
corporation, and its successors and assigns. The term `Company' shall include
any corporation which is a neuter of a controlled group of corporations (as
defined in Section 414 (b) of the Code, as modified by Section 415 (b) of the
Code, which includes the Company; any trade or business (whether or not
incorporated) which is under common control (as defined in section 414(c) of the
Code, as modified by Section 415(h) of the Code) with the Company; any
organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Section 414(c) of the Code) which includes the
Company; and any other entity required to be aggregated with the Company
pursuant to regulations under Section 414(c) of the Code. With respect to all
purposes of the Plan, including, but not limited to, the establishment,
amendment, termination, operation and administration of the Plan. Integrated
Silicon Systems, Inc. shall be authorized to act on behalf of all other entities
included within the definition of Company.

2.9  "Deferred. Stock" means the stock awarded under Article IX of the Plan.

2.10 "Disability" means disability as determined under procedures established by
the Committees or in any Award.

2.11 "Discount Stock Options" went the Nonqualified Stock options which provide
for an exercise price of lese than the Pair Market Value of the Stock at the
date of the Award.

2.12 "Disinterested Person" stall have the meaning set forth in Rule 16b-3 under
the Act.

2.13 "Early Retirement" meant retirement from active employment with the
Company, with the express consent of the Committee, pursuant to the early
retirement provisions established by the Committee or in any Award.

2.14 "Eligible Participant" means any employee of the Company, as shall be
determined by the Committee, as well as any other person, including directors,
subject to such limitations imposed on a person designated as a Disinterested
Person, whose participation the Committee determines is in the best interest of
the Company, subject to limitations as may be provided by the Code, the Act or
the Committee.

2.15 "Fair Market Value" means, with respect to any given day, the closing price
of the Stock reported on the stock exchange on which the Stock is then listed
for such day, as reported by such source as the Committee may select, provided
there was a sale of at least 100 shares of Stock on such date. U there was not a
sale of at least 100 shares of Stock on such day, the Fair Market Value shall be
determined based on the closing price of the Stock reported on the stock
exchange as of the Last date on which there was a sale of at lent 100 shares of
Stock. The Committee may establish an alternative method of determining Fair
Market Value.

2.16 "Incentive Stock Option" means a Stock Option granted under Article IV of
the Plan, and as defined in Section 422 of the Code.

2.17 "Limited Stock Appreciation Rights" means a. Stock Right which is
exercisable only in the event of a Change in control and/or a Potential Change
in Control, as described in Section 6.9 of the Plan, which provides for an
amount payable solely in cash, equal to the excess of the Stock Appreciation
Right Fair Market Value of a share of Stock on the day the Stock Right is
Surrendered over the price at which a Participant could exercise a related Stock
Option to purchase the share of Stock.

2.18 "Nonqualified Stock Option" means a Stock Option granted under Article V of
the Plan.

2.19 "Normal Retirement" means retirement from active employment with the
Company on or after age 65, or pursuant to such other requirements as may be
established by the Committee or in any Award.

2.20  "Option Grant Date" as to any Stock Option, the latest of:

(a) the date on which the Committee grants the Stock Option by entering into an
Award Agreement with the Participant;

(b) the date the Participant receiving the Stock Option becomes an employee of
the Company. to the extent employment status is a condition of the grant or a
requirement of the Cods or the Act; or

(c) such other date (later than the dates described in (i) and (ii) above) as
the Committee may designate.

2.21 "Participant" means an eligible Participant to whom an Award of
equity-based compensation has been granted and who has entered into an Agreement
evidencing the Award.

2.22 "Performance Share" means an Award, under Article XI of the Plan of a unit
valued by reference to a designated number of shares of Stock, which, value may
be paid to the Participant by delivery of such property as the Committee shall
determine, including without limitation, cash or Stock, or any combination
thereof, upon achievement of such Performance objectives during the Performance
Period as the Committee shall establish at the time of such Award or thereafter.

223 "Plan" means the Integrated Silicon Systems, Inc. Equity Compensation Plan,
as amended from time to time.

2.24 "Restricted Stock" means an Award of Stock under Article VIII of the Plan,
which Stock is issued with the restriction that the holder may not sell,
transfer, pledge, or assign such Stock and with such other restrictions as the
Committee, in its sole discretion, may impose, including without limitation, any
restriction on the right to vote such Stock, and the right to receive any cash
dividends, which restrictions may lapse separately or in combination at such
time or tunes, in installments or otherwise, as the Committee may deem
appropriate.

2.25 "Restriction Period" means the period commencing on the date an Award of
Restricted Stock is granted and ending on such date as the Committee shall
determine.

2.26  "Retirement" means Normal or Early Retirement.

2.27 "Stock" means shares of common stock of Integrated Silicon Systems, Inc.,
as may be adjusted pursuant to the provisions of Section 3.11.

2.28 "Stock Appreciation Right" means a Stock Right, as described in Article VI
of this Plan, which provides for an amount payable in Stock and/or cash, as
determined by the Committee, equal to the excess of the Fair Market Value of a
share of Stock on the day the Stock Right is exercised over the price at which
the Participant could exercise a related Stock Option to purchase the share of
Stock.

2.29 "Stock Appreciation Right Fair Market Value" means a value established by
the Committee for the exercise of a Stock Appreciation tight or a Limited Stock
Appreciation Right. If such exercise occurs during any quarterly `window
period,' as specified by Rule l6b-3 under the Act, the Committee may establish a
common value for exercises during such window period.

2.30 "Stock Award" means an Award of Stock granted in payment of compensation,
as provided in Article X of the Plan.

2.31 "Stock Option" means an Award under Article IV or V of the Plan of an
option to purchase Stock. A Stock Option may be either an Incentive Stock Option
or a Nonqualified Stock Option.

2.32 "Stock Right" means an Award under Article VI of the Plan. A Stock Right my
be either a Stock Appreciation Right or a Limited stock Appreciation tight.

2.33 "Termination of Employment" means the discontinuance of employment of a
Participant with the Company for any reason. The determination of whether a
Participant has discontinued employment shall be made by the Committee in its
discretion. In determining whether a Termination of Employment has occurred, the
Committee may provide that service as a consultant or service with a business
enterprise in which the Company has a significant ownership interest Shall be
treated as employment with the Company. The Committee shall have the discretion,
exercisable either at the time the Award is granted or at the time the
Participant terminates employment, to establish as a provision applicable to the
exercise of one or more Awards that during the limited period of exercisability
following Termination of Employment, the Award may be exercised not only with
respect to the number of shares of Stock for which it is exercisable at the time
of the Termination of Employment but. also with respect to one or more
subsequent installments for which the Award would have become exercisable had
the Termination of Employment not occurred.



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                          ARTICLE III - ADMINISTRATION

3.1 This Plan shall be administered by the Committee. A Committee member who is
not a Disinterested Person, with respect to action to be taken by the Committee,
shall not be able to participate in the decision to the extent prescribed by
Rule l6b-3 under the Act. The Committee, in its discretion, may delegate to one
or more of its members such of its powers as it deems appropriate. The Committee
also may limit the power of any member to the extent necessary to comply with
Rule 16b-3 under the Act or any other law. Members of the Committee shall be
appointed originally, and as vacancies occur, by the Board, to serve at the
pleasure of the Board. The award may serve as the Committee, if by the terms of
the Plan all Board members are otherwise eligible to serve on the Committee.

3.2 The Committee shall. meet at such times and places as it determines. A
majority of its members shall constitute a quorum, and the decision of a
majority of those present at any meeting at which a quorum is present shall
constitute the decision of the Committee. A. memorandum signed by all of its
members shall constitute the decision of the Committee without necessity, in
such event, for holding an actual. meeting.

3.3 The Committee shall have the exclusive right to interpret, construe and
administer the Plan, to select the persons who are eligible to receive an Award
and to act in all matters pertaining to the granting of an Award and the
contents of the Agreement evidencing the Award, including without limitation,
the determination of the number of Stock Options, Stock Rights, shares of Stock
or Performance Shares subject to an Award and the form, terms, conditions and
duration at each Award, and any amendment thereof consistent with the provisions
of the Plan. All acts, determinations and decisions of the Committee made or
taken pursuant to grants of authority under the Plan or with respect to any
questions arising in connection with the administration and interpretation of
the Plan, including the severability of any and all, of the provisions thereof,
shall be conclusive, final and binding upon all Participants, Eligible
Participants and their beneficiaries.

3.4 The Committee may adapt such rules, regulations and procedures of general
application for the administration of this Plan, as it deems appropriate.

3.5 Without limiting the foregoing Sections 3.1, 3.2, 3.3 and 3.4, and
notwithstanding any other provisions of the Plan, the Committee is authorized to
take such action as it determines to be necessary or advisable, and fair and
equitable to Participants, with respect to an Award in the event of an
Acceleration Event as defined in Article XIII. Such action may include, but
shall not be limited to, establishing, amending or waiving the forms, terms,
conditions and duration of an Award and cite Award Agreement, so as to provide
for earlier, later, extended or additional times for exercise or payments,
differing methods for calculating payments, alternate forms and amounts of
payment, an accelerated release of restrictions or other modifications. The
Committee may take such actions pursuant to this Section 3.5 by adopting rules
and regulations of general applicability to all. Participants or to certain
categories of Participants, by including, amending or waiving texts and
conditions in an Award and the Award Agreement, or by taking action with respect
to individual, Participants.

3.6 The aggregate number of shares of Stock which are subject to an Award under
the Plan shall be 1,000,000 shares, plus six percent of any increase, other than
any increase due to Awards under this Plan or any other similar plan of the
Company and other than an increase resulting from the Company's initial public
offering, in the number of authorized and issued shares of Stock above the
number of authorized and outstanding shares as of the date the Plan was adopted.
Such shares of Stock shall be made available from authorized and unissued shares
of the Company.

(a) If, for any reason, any shares of Stock or Performance Shares awarded or
subject to purchase under the Plan are not delivered or purchased, or are
reacquired by the Company, for reasons including, but not limited to, a
forfeiture of Restricted Stock or termination, expiration or cancellation of a
Stock Option, Stock Right or Performance Share, or any other termination of an
Award without payment being made in the form of Stock, whether or not Restricted
Stock, such shares of Stock or Performance Shares shall not be charged against
the aggregate number of shares of Stock available for Awards under the Plan, and
may again be available for Award under the Plan.

(b) For all purposes under the Plan, each Performance Share awarded shall be
counted as one share of Stock subject to an Award.

(c) To the extent a Stock Right granted in connection with a Stock Option is
exercised without payment being made in the form of Stock, whether or not
Restricted Stock, the shares of Stock which otherwise would have been issued
upon the exercise of such related Stock Option shall not be charged against the
aggregate number of shares of Stock subject to Awards under cite Plan and may
again be available for Award under the Plan.

3.7 Each Award granted under the Plan shall be evidenced by a written Award
Agreement. Each Award Agreement shall be subject to and incorporate, by
reference or otherwise, cite applicable terms and conditions of the Plan, and
any other terms and conditions, not inconsistent with the Plan, required by the
Committee.

3 .8 The Company shall not be required to issue or deliver any certificates for
shares of Stock prior to:

(a) the listing of such shares on any stock exchange on which the Stock may then
be listed; and

(b) the completion of any registration or qualification of such shares of Stock
under any federal or state Law, or any ruling or regulation of any government
body which the Company shall, in Its discretion, determine to be necessary or
advisable.

3.9 All certificates for shares of Stock delivered under the Plan shall also be
subject to such stop-transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed and any applicable federal or state laws, and the Committee may
cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions, in making such determination, the
Committee may rely upon an opinion of counsel for the Company.

3.10 Subject to the restrictions on Restricted Stock, as provided in Article
VIII of the Plan and in the Restricted Stock Award Agreement, each Participant
who receives an Award of Restricted Stock shall have all of the rights at a
shareholder with respect to such shares of Stock, including the right to vote
the shares to the extent, if any, such shares possess voting rights and receive
dividends and other distributions. Except as provided otherwise in the Plan or
in an Award Agreement, no Participant awarded a Stock Option. Stock Right,
Deferred Stock, Stock Award or Performance Share shall have any right as a
shareholder with respect to any snares of Stock covered by his or her Stock
Option, Stock Right, Deferred Stock, Stock Award or Performance Share prior to
the date of issuance to him or her of a certificate or certificates for such
shares of Stock.

3.11 If any reorganization, recapitalization, reclassification stock split-up,
stock dividend, or consolidation of Shares of Stock, merger or consolidation of
the Company or sale or other disposition by the Company of an or a portion of
its assets, any other change in the Company's corporate structure, or any
distribution to shareholders other thin. a cash dividend results in the
outstanding shares of Stock, or any securities exchanged therefor or received in
their place, being exchanged for a different number or class of shares of Stack
or other securities of the Company, or for shares of Stock or other securities
of any other corporation; or new different or additional or additional shares or
other securities of the Company or of any other corporation being received by
the holders of outstanding shares of Stock, then equitable adjustments shall be
made by the Committee in:

(a) the limitation of the aggregate number of shares of Stock that nay be
awarded as set forth in Section 3.6 of the Plan;

(b) the number and class of Stock that may be subject to an Award, and which
have not been issued or transferred under an outstanding Award:

(c) the purchase price to be paid per share of Stock under outstanding Stock
Options and the number of shares of Stock to be transferred in settlement of
outstanding Stock Rights; and

(d) the terms, conditions or restrictions of any Award and Award Agreement,
including the price payable for the acquisition of Stock: provided, however,
that all adjustments made as the result of the foregoing in respect of each
Incentive Stock Option shall be made so that such Stock Option shall continue to
be an Incentive Stock Option, as defined in Section 422 of the Code.

3.12 In. addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against reasonable expenses, including attorney's
fees, actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any Award granted thereunder, and
against all amounts paid by them in settlement thereat, provided such settlement
is approved by independent legal counsel selected by the Company, or paid by
them in satisfaction of a judgment or settlement in any such action, suit or
proceeding, except as to matters as to which the Committee member has been
negligent or engaged in misconduct in the performance of his duties: provided,
that within 60 days after institution of any such action, suit or proceeding, a
Committee member shall in writing offer the Company the opportunity, at its own
expense, to handle and defend the same.

3.13 The Committee may require each person purchasing shares of Stock pursuant
to a Stock Option or other Award under the Plan to represent to and agree with
the Company in writing that he is acquiring the shares at Stock without a view
to distribution thereof. The certificates for such shares of Stock may include
any legend which the Committee deems appropriate to reflect any restrictions on
transfer.

3.14 The Committee shall be authorized to make adjustments in performance based
criteria or in the terms and conditions of other Awards in recognition of
unusual or nonrecurring events affecting the Company or its financial statements
or changes in applicable laws, regulations or accounting principles. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award Agreement in the manner and to the extent
it shall deem desirable to carry it. into effect. In the event the Company shall
assume outstanding employee benefit awards or the right or obligation to make
future such awards in connection with the acquisition of another corporation or
business entity, the Committee may, in its discretion, make such adjustments in
the terms of Awards under the Plan as it shall deem appropriate.

3.15 The Committee shall have full power and authority to determine whether, to
what extent and under what circumstances, any Award shall be canceled or
suspended. In particular, but without limitation, all outstanding Awards to any
Participant may be canceled if (a) the Participant, without the consent of the
Committee while employed by the Company or after termination of such employment,
becomes associated with, employed by, renders services to, or owns any interest
in, other than any insubstantial interest, as determined by the Committee, any
business that is in competition with the Company or with any business in which
the Company has a substantial interest as determined by the Committee; or (b) is
terminated for cause as determined by the Committee.



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                      ARTICLE IV - INCENTIVE STOCK OPTIONS

4.1 Each provision of this Article IV and of each Incentive Stock Option granted
hereunder shall be construed in accordance with. the provisions of Section 422
of the Code, and any provision hereof that cannot be so construed shall be
disregarded.

4.2 Incentive Stock Options shall be granted only to Eligible Participants who
are in the active employment of the Company, each of whom may be granted one or
more such Incentive Stock Options for a reason related to his employment at such
time or times determined by the Committee following the Effective Date until
December 2, 2003, subject to the following conditions:

(a) The Incentive Stock Option price per share of Stock shall be set in the
Award Agreement, but shall not be less than 100% of the Pair Market Value of the
Stock on the Option Grant Date. If the Optionee owns wore titan 10% of the
outstanding Stock (as determined pursuant to Section 424(d) of the Code) on the
Option Grant Date, the Incentive Stock Option price per share shall. not be less
than 110% of the Pair Market Value of the Stack on the Option Grant Date.

(b) The Incentive Stock Option and its related Stock Right, if any, may be
exercised in whole or in part from time to time within ten (10) years from the
Option Grant Date (five (5) years if the Optionee owns mare than 10% of the
Stock on the Option Grant Date), or such shorter period as may be specified by
the Committee in the Award; provided, that in any event, the Incentive Stock
Option and related Stock Right shall lapse and cease to be exercisable upon, or
within such period following, a Termination of Employment as shall have been
determined by the Committee and as specified in he Incentive Stock Option Award
Agreement or its related Stock Right Award Agreement; provided, however, that
such period following a Termination of Employment shall not exceed three months
unless employment shall have terminated:

(i) as a result of death or Disability, in which event, such period shall not
exceed one year after the date of death or Disability; and

(ii) as a result of death, if death shall have occurred following a Termination
of Employment and while the Incentive Stock Option or Stock Right was stilt
exercisable, in which event, such period shall, not exceed one year after the
date of death; provided, further, that such period following a Termination of
Employment shall in no event extend the original exercise period of the
Incentive Stock Option or any related Stock Right.

(c) To the extent the aggregate Fair Market Value, determined as of the Option
Grant Date, of the shares of Stock with respect to which Incentive Stock Options
(determined without regard to this subsection) are first exercisable during any
calendar year by any eligible Participant exceeds $100,000, such options shall
be treated an Nonqualified Stock Options granted under Article V.

(d) The Committee may adopt any other terms and conditions which it determines
should be imposed for the Incentive Stock Option to qualify under Section 422 of
the Code, as well as any other terms and conditions not inconsistent with this
Article IV as determined by the Committee.

4.3 The Committee may at any time offer to buy out for a payment in cash, Stock,
Deferred Stock or Restricted Stock an Incentive Stock Option previously granted,
based on such terms and conditions as the Committee shall establish and
communicate to the Participant at the time that such offer is made.

4.4 If the Incentive Stock Option Award Agreement so provides, the Committee may
require that all or part of the shares of Stock to be issued upon the exercise
of an Incentive Stock Option shall take the form of Deferred or Restricted
Stock, which shall be valued on the date of exercise, as determined by the
Committee, at. the basis of the Fair Market Value of such Deferred stock or
Restricted Stock determined without regard to the deferral limitations and/or
forfeiture restrictions involved.



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                     ARTICLE V - NONQUALIFIED STOCK OPTIONS

5.1 One or more Stock options may be granted as Nonqualified Stock Options to
Eligible Participants to purchase shares of Stock at such time or times
determined by the Committee, following the Effective Date, subject to the terms
and conditions set forth in this Article V.

5.2 The Nonqualified Stock Option price per share of Stock shall be established
in the Award Agreement and may be less than 100% of the Fair Market Value at the
time of the grant, or at such later date as the Committee shall determine.

5.3 The Nonqualified Stock option and its related Stock Right, if any, may be
exercised in full or in part from time to time within such period as may be
specified by the Committee or in the Award Agreement; provided, that, in any
event, the Nonqualified Stock Option and the related Stock Right shall lapse and
cease to be exercisable upon, or within such period following, Termination of
Employment as shall have been determined by the Committee as specified in the
Nonqualified Stock Option Award Agreement or Stock Right Award Agreement;
provided, however, that such period following Termination of Employment shall
not exceed three months unless employment shall have terminated:

(a) as a result of Retirement or Disability, in which event, such period shall
not exceed one year after the date of Retirement or Disability, or within such
longer period as the Commit tee nay specify; and

(b} as a result of death, or if death shall have occurred following a
Termination of Employment and while the Nonqualified Stock Option or Stock Right
was still exercisable, in which event, such period may exceed one year titer the
date of death, as provided by the Committee or in the Award Agreement.

5.4 The Nonqualified Stack Option Award Agreement may include any other terms
and conditions not inconsistent with this Article V or in Article VII, as
determined by the Committee.



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                     ARTICLE VI - STOCK APRRECITATION RIGHTS

6.1 A Stock Appreciation Right may be granted to an Eligible Participant in
connection with an Incentive Stock Option or a Nonqualified Stock Option granted
under Article IV or Article V of this Plan, or may be granted independent of any
related Stock Option.

6.2 A related Stock Appreciation tight shall entitle a holder of a Stock Option,
within the period specified for the exercise of the Stock Option, to surrender
the unexercised Stock Option, or a portion thereof, and to receive in exchange
thereof or a payment in cash or shares of Stock having an aggregate value equal
to the amount by which the Pair Market Value of each share of Stock exceeds the
Stock Option price per share of Stock, times the number of shares of Stock under
the Stock Option, or portion thereof, which is surrendered.

6.3 Each related Stock Appreciation Right granted hereunder shall be subject to
the same terms and conditions as the related Stock option, including limitations
on transferability, and shall be exercisable only to the extent such Stock
Option is exercisable and shall terminate or lapse and cease to be exercisable
when the related Stock Option terminates or lapses. The grant of Stock
Appreciation tights related to Incentive Stock Options must be concurrent with
the grant of the Incentive Stock Options. With respect to Nonqualified Stock
Options, the grant either may be concurrent with the grant of the Nonqualified
Stock Options, or in connection with Nonqualified Stock Options previously
granted under Article V which are unexercised. and have not terminated or
lapsed.

6.4 The Committee shall have sole discretion to determine in each case whether
the payment with respect to the exercise of a Stock Appreciation Right will be
in the form of all cash or all Stock, or any combination thereof. If payment is
to be made in Stock, the number of shares of Stock shall be determined based on
the Fair Market Value of the Stock on. the date of exercise. If the Committee
elects to make full payment in Stock, no fractional shares of Stock shall be
issued and cash payments shall be made in lieu of factional shares.

6.5 The Committee shall have sole discretion as to the timing of any payment
made in cash or Stock, or a combination thereof, upon exercise of Stock
appreciation tights. Payment may be made in a lump sum, in annual installments
or may be otherwise deferred; and the Committee shall have sole discretion to
determine whether any deferred payments may bear amounts equivalent to interest
or cash dividends.

6.6 Upon exercise of a Stock Appreciation Right, the number shares of Stock
subject to exercise wider any related Stock Option shall automatically be
reduced by the number of shares of Stock represented by the Stock Option or
portion thereof which is surrendered.

6.7 Notwithstanding any other provision of the Plan, the exercise of a Stock
Appreciation Right is required to satisfy the applicable requirement under Rule
16b-3 of the Act.

6.8 The Committee, in its sale discretion. may also provide that, in the event
of a Change in Control and/or a Potential Change in Control, as defined in
Article XIII, the amount to be paid upon the exercise of a Stock Appreciation
Right or Limited Stock Appreciation Right shall be based on the Change in
Control Price, as defined in Section 13.9, subject to such terms and conditions
as the Committee may specify.

6.9 In its sole discretion, the Committee may grant Limited Stock Appreciation
Rights under this Article VI. Limited Stock Appreciation Rights become
exercisable only in the event of a Change in Control and/or a Potential Change
in Control, subject to such terms and conditions as the committee, in its sole
discretion, may specify. Such Limited Stock Appreciation Rights shall be settled
solely in cash. A Limited Stock Appreciation Right shall entitle the holder of
the related Stock Option to surrender such Stock Option, or any portion thereof,
to the extent unexercised in respect of the number of shares of Stock as to
which such Limited Stock Appreciation Right is exercised, and to receive a cash
payment equal to the difference between (a) the Stock Appreciation Right Fair
Market Value, at the date of surrender, of a share of Stock for which the
surrendered Stock Option or portion thereof is then exercisable, and (b) the
price at which a Participant could exercise a related Stock Option to purchase
the share of Stock. Such Stock Option shall, to the extent so surrendered,
thereupon cease to be exercisable. A Limited Stock Appreciation Right shall be
subject to such further terms and conditions as the Committee shall, in its sole
discretion, deem appropriate, including any restrictions necessary to comply
with Section 16(b) of the Act.



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            ARTICLE VII - INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS

7.1 Each Stock Option and Stock Right shall be granted subject to such terms and
conditions, if any, not inconsistent with this Plan, as shall be determined by
the Committee including any provisions as cc continued employment as
consideration for the grant or exercise of such Stock option or Stock Right and
any provisions which may be advisable to comply with applicable laws,
regulations or rulings of any governmental authority

7.2 A Stock Option or Stock Right shall not be transferable by the Participant
other than by will or by the laws of descent and distribution, or, to the extent
otherwise allowed by Rule 16b-3 under the Act, or other applicable law, pursuant
to a qualified domestic relations order as defined by the Code or the Employee
Retirement Income Security Act, or the rules thereunder, and shall be
exercisable during the lifetime of the Participant only by him or by his
guardian or legal representative.

7.3 Shares of Stock purchased upon exercise of a Stock Option shall be paid for
in such amounts, at such times and upon such terms as shall be determined by the
Committee, subject to limitations set forth in the Stock Option Award Agreement.
Without limiting the foregoing, the Committee may establish payment terms for
the exercise of Stock options which permit the Participant to deliver shares of
stock, or other evidence of ownership of Stock satisfactory to the Company, with
a Fair Market Value equal to the Stock Option price as payment.

7.4 No cash dividends shall be paid on shares of Stock subject to unexercised
Stock Options. The Committee may provide, however, that a Participant to whom a
Stock Option has been granted which is exercisable in whole or in part at a
future time for shares of Stock shall be entitled to receive an amount per share
equal in value to the casts dividends, if any, paid per share on issued and
outstanding Stock, as of the divided record dates occurring during the period
between the date of the grant and the time each such share of Stock is delivered
pursuant to exercise of such Stock Option or the related Stock Right. Such
amounts (herein called "divided equivalents") may, in the discretion of the
Committee, be:

(a) paid in cash or Stock either from time to time prior to, or at the time of
the delivery of, such Stock, or upon expiration of the Stock Option if it shall
not have been fully exercised; or

(b) converted into contingently credited shares of Stock with respect to which
dividend equivalents may accrue, in such manner, at such value, and deliverable
at such time or times, as may be determined by the Committee.

Such Stock, whether delivered or contingently credited shall be charged against
the limitations set forth in Section 3.6.

7.5 The Committee, in its sole discretion, may authorize payment of interest
equivalents on dividend equivalents which are payable in cash at a future time.

7.6 In the event of Disability or death, the Committee, with the consent of the
Participant or his legal representative, may authorize payment, in cash or in
Stock, or partly in cash and partly in Stock, as the Committee may direct, of an
amount equal to the difference at the time between the Fair Market Value of the
Stock subject to a Stock Option and the option price in consideration of the
surrender of the Stock Option.

7.7 If a Participant is required to pay to the Company an amount with respect to
income and employment tax withholding obligations in connection with exercise of
a Nonqualified Stock Option, and/or with respect to certain dispositions of
Stock acquired upon the exercise of an Incentive Stock Option, the Committee, in
its discretion and subject to such rules as it may adopt, may permit the
Participant to satisfy the obligation, in whole or in part, by making an
irrevocable election that a portion of the total Fair Market Value of the shares
of Stock subject to the Nonqualified Stock Option and/or with respect to certain
dispositions of stock acquired upon the exercise of an Incentive Stock Option,
be paid in the form of cash in lieu of the issuance of Stock and that such cash
payment be applied to the satisfaction of the withholding obligations. The
amount to be withheld shall not exceed the statutory minimum federal and state
income and employment tax liability arising from the Stock option exercise
transaction. Notwithstanding any other provision of the Plan, any election under
this Section 7.7 is required to satisfy the applicable requirements under Rule
16b-3 of the Act.

7.8 The Committee may permit the voluntary surrender of all or a portion of any
Stock Option granted under the Plan to be conditioned upon the granting to the
Participant of a new Stock Option for the same or a different number of shares
of Stock as the Stock Option surrendered, or may require such surrender as a
condition precedent to a grant of a new Stock Option to such Participant.
Subject to the provisions of the Plan, such new Stock Option shall be
exercisable at the same price, during such period and on such other terms and
conditions as are specified by the Committee at the time the new Stock Option is
granted. Upon surrender, the Stock Options surrendered shall be canceled and the
shares of Stock previously subject to them shall be available for the grant of
other Stock options.



<PAGE>


                         ARTICLE VIII - RESTRICTED STOCK

8.1 Restricted Stock Awards may be made to certain Participants as an incentive
for the performance of future services that will contribute materially to the
successful operation of the Company. Awards of Restricted Stock may be made
either alone, in addition to or is tandem with other Awards granted under the
Plan and/or cash payments made outside of the Plan.

8.2  With respect to Awards of Restricted Stock, the Committee shall:

(a) determine the purchase price, if any, to be paid for such. Restricted Stock,
which may be equal to or less than par value and may be zero, subject to such
minimum consideration as may be required by applicable law;

(b)  determine the length of the Restriction Period;

(c) determine any restrictions applicable to the Restricted Stock such as
service or performance, other than those set forth in this Article VIII;

(d) determine if the restrictions shall lapse as to all shares of Restricted
Stock at the end of the Restriction Period or as to a portion of the shares of
Restricted Stock in installments during he Restriction Period; and

(e) determine if dividends and. other distributions on the Restricted Stock are
to be paid currently to the Participant or paid to the Company for the account
of the Participant.

8.3 Awards of Restricted Stock must be accepted within a period of 60 days, or
such shorter period as the Committee may specify, by executing a Restricted
Stock Award Agreement and paying whatever price, if any, is required.

The prospective recipient of a Restricted Stock Award shall not have any rights
with respect to such Award, unless such recipient has executed a Restricted
Stock Award Agreement and has delivered a fully executed copy thereof to the
Committee, and has otherwise complied with the applicable terms and conditions
of such Award.

8.4 Except when the Committee determines otherwise, or as otherwise provided in
the Restricted Stock Award Agreement, if a Participant terminates employment
with cite Company for any reason before the expiration of the Restriction
Period, all, shares of Restricted Stock still subject to restriction shall be
forfeited by the Participant and shall be reacquired by the Company.

8.5 Except as otherwise provided in this Article VIII, no shares of Restricted
Stock received by a Participant shall be sold exchanged, transferred, pledged,
hypothecated or otherwise disposed of during the Restriction Period.

8.6 To the extent not otherwise provided in a Restricted Stock Award Agreement,
in cases of death, Disability or Retirement or in cases of special circumstance,
the committee, if it finds that a waiver would be appropriate, may elect to
waive any or an remaining restrictions with respect to such Participant's
Restricted Stock.

8.7 In the event of hardship or other special circumstances of a Participant
whose employment with the Company is involuntarily terminated, the Committee may
waive in whole or in part any or all remaining restrictions with respect to any
or all. of the Participant's Restricted Stock, based on such factors and
criteria as the Committee may deem appropriate.

8.8  The certificates representing shares of Restricted tock may either:

(a) be held in custody by the Company until the Restriction Period expires or
until restrictions thereon otherwise lapse, and the Participant shall deliver to
the Company a stock power endorsed in blank relating to the Restricted Stock;
and/or

(b) be issued to the Participant and registered in the name of the Participant,
and shall bear an appropriate restrictive legend and shall be subject to
appropriate stop-transfer orders.

8.9 Except as provided in this Article VIII, a Participant receiving a
Restricted Stock Award shall have, with respect to the shares of Restricted
Stock covered by any Award, all of the rights of a shareholder of the Company,
including the right to vote the shares to the extent, if any, such shares
possess voting rights and the right to receive any dividends; provided, however,
the Committee may require that any dividends an such shares of Restricted Stock
shall be automatically deferred and reinvested in additional Restricted Stock
subject to the same restrictions as the underlying Award, or may require that
dividends and other distributions on Restricted Stock shall be paid to the
Company for the account of the Participant. The Committee shall determine
whether interest shall be paid on such amounts, the rate of any such interest,
and the ocher terms applicable to such amounts.

8.10 If and when the Restriction Period expires without a prior forfeiture of
the Restricted Stock subject to such Restriction Period, unrestricted
certificates for such shares shall be delivered to the Participant.

8.11 In order to better ensure that Award payments actually reflect the
performance of the Company and the service of the Participant, the Committee may
provide, in its sole discretion, for a tandem performance-based or other Award
designed to guarantee a minimum value, payable in cash or Stock to the recipient
of a Restricted Stock Award, subject to such performance, future service,
deferral and other terms and conditions as may be specified by the Committee.



<PAGE>


                           ARTICLE IX - DEFERRED STOCK

9.3. Shares of Deferred Stock together with cash dividend equivalents, if so
determined by the Committee, may be issued either alone or in addition to other
Awards granted under the Plan in the discretion of the Committee. The Committee
shall determine the individuals to whom, and the time or times at which, such
Awards will be made, the number of shares to be awarded. The price, if any, to
be paid by the recipient of a Deterred Stock Award, the time or times within
which such Awards say be subject to forfeit, and all other conditions of the
Awards. The Committee may condition Awards of Deferred Stock upon the attainment
of specified performance goals or such other factors or criteria as the
Committee may determine.

9.2 Deferred Stock Awards shall be subject to the following terms and
conditions;

(a) Subject to the provisions of this Plan and the applicable Award Agreement,
Deterred Stock Awards may not be sold, transferred, pledged, assigned or
otherwise encumbered during the period specified by the Committee for purposes
of such Award (the "Deferral Periods"). At the expiration of the Deferral
Period, or the Elective Deferral Period defined in Section 9.3, share
certificates shall be delivered to the Participant, or his legal representative,
in a number equal to the number of shares of Stock covered by the Deferred Stock
Award.

Based on service, performance and/or such other factors or criteria as the
Committee may determine, the Committee, however, at or after grant, may
accelerate the vesting of all, or any part of any Deferred Stock Award and/or
waive the deferral. limitations for all or any part of such Award.

(b) Unless otherwise determined by the Committee, amounts equal to any dividends
that would have been payable during the Deferral Period with respect to the
number of shares of Stock covered by a Deferred Stock Award if such shares of
Stock had been outstanding shall be automatically deferred and deemed to be
reinvested in additional Deferred Stock, subject to the same deferral
limitations as the underlying Award.

(c) Except to the extent otherwise provided in this Plan or in the applicable
Award Agreement, upon Termination of Employment during the Deferral Period for a
given Award, the Deferred Stock covered by such Award shall be forfeited by the
Participant; provided, however, the Committee may provide for accelerated
vesting in the event of Termination of Employment due to death, Disability or
Retirement, or in the event of hardship or other special. circumstances as the
Committee deems appropriate.

(d) The Committee may require that a designated percentage of the total Fair
Market Value of the shares of Deferred Stock held by one or more Participants be
paid in the form of cash in lieu of the issuance of Stock and that such cash
payment be applied to the satisfaction of the federal and state income and
employment tax withholding obligations that arise at the time the Deferred Stock
becomes free of all restrictions. The designated percentage shall be equal. to
the minimum income and employment tax withholding rate in effect at the time
under applicable federal and state laws.

(e) The Committee may provide one or more Participants subject to the mandatory
cash payment with an election to receive an additional percentage of the total
value of the Deferred Stock in the form of a cash payment in lieu of the
issuance of Deferred Stock. The additional percentage shall not exceed the
difference between 50% and the designated percentage cash payment.

(f) The Committee may impose such further terms and conditions on partial cash
payments with respect to Deferred Stock as it deems appropriate, including any
restrictions necessary to comply with Section 16(b) of the Act.

9.3 A Participant may elect to further defer receipt of Deferred Stock for a
specified period or until a specified event (the "Elective Deferral Period"),
subject in each case to the Committee's approval and to such terms as are
determined by the Committee. Subject to any exceptions adopted by the Committee,
such election must generally be made at least 12 months prior to completion of
the Deferral Period for the Deferred Stock Award in question, or for the
applicable installment of such an Award.

9.4 Each Award shall be confirmed by, and subject to the terms of, a Deferred
Stock Award Agreement.

9.5 In order to better ensure that the Award actually reflects the performance
of the Company and the service of the Participant, the Committee my provide, in
its sole discretion, for a tandem performance-based or other Award designed to
guarantee a minimum value, payable in cash or Stock to the recipient of Deferred
Stock Award, subject to such performance, future service, deferral and other
terms and conditions as may be specified by the Committee.



<PAGE>


                             ARTICE X - STOCK AWARDS

10.1 A Stock Award shall be granted only in payment of compensation that has
been earned or as compensation to be earned, including without limitation,
compensation awarded concurrently with or prior to the grant of the Stock Award.

10.2 For the purposes of this Plan, in determining the value of a Stock Award,
all shares of Stock subject to such Stock Award shall be valued at not less than
100% of the fair Market Value of such shares of Stock on the date such Stock
Award is granted, regardless of whether or when such shares of Stock are issued
or transferred to the Participant and whether or not such shares of Stock are
subject to restrictions which affect their value.

10.3 Shares of Stock subject to a Stock Award may be issued or transferred to
the Participant at the time the Stock Award is granted, or at any time
subsequent thereto, or in installment, from time to time, as the Committee shall
determine. If any such issuance or transfer shall not be made to the Participant
at the time the Stock Award is granted, the Committee may provide for payment to
such Participant, either in cash or shares of Stock, from time to time or at the
time or times such shares of Stock shall be issued or transferred to such
Participant, of amounts not exceeding the dividends which would have been
payable to such Participant in respect of such shares of Stock, as adjusted
under Section 3.11, if such shares of Stock had been issued or transferred to
such Participant at the time such Stock Award was granted. Any issuance payable
in shares of Stock under the terms of a Stock Award, at the discretion of the
Committee, may be paid in cash on each date on which delivery of shares of Stock
would otherwise have been made, in an amount equal to the Fair Market Value on
such date of the shares of Stock which would otherwise have been delivered.

10.4 A Stock Award shall be subject to such terms and conditions, including
without limitation, restrictions on the sale or other disposition of the Stock
Award or of the shares of Stock issued or transferred pursuant to such Stock
Award, as the Committee shall determine; provided, however, that upon the
issuance or transfer of shares pursuant to a Stock Award, the Participant, with
respect to such shares of Stock, shall be and become a shareholder of the
Company fully entitled to receive dividends, to vote to the extent, if any, such
shares posses. voting rights and to exercise all other rights of a shareholder
except to the extent otherwise provided in the Stock Award. Each Stock Award
shall be evidenced by a written Award Agreement in such form as the Committee
shall determine.



<PAGE>


                         ARTICLE XI - PERFORMANCE SHARES

31.1 Awards of Performance Shares may be made to certain Participants as an
incentive for the performance of future services that will contribute materially
to the successful operation of the Company. Awards of Performance Shares way be
trade either alone, in addition to or in tandem With other Awards granted under
the Plan and/or cash payments made outside of the Plan.

11.2 With respect to Awards of Performance Shares, which may be issued for no
consideration or such minimum consideration as is required by applicable law,
the Committee shall:

(a) determine and designate from time to time those Participants to whom Awards
of Performance Shares are to be made;

(b) determine the performance period (the "Performance Period") and/or
performance objectives (the "Performance Objectives") applicable to such Awards;

(c)  determine the form of settlement of a Performance Share; and

(d) generally determine the terms and conditions of each such Award. At any
date, each Performance Share shall have a value equal. to the Fair Market Value,
determined as set forth in Section 2.13.

11.3 Performance Periods may overlap, and Participants may participate
simultaneously with respect to Performance Shares for which different
Performance Periods are prescribed.

11.4 The Committee shall determine the Performance objectives of Awards of
Performance Shares Performance Objectives nay vary from Participant to
Participant and between Awards and shall be based upon such performance criteria
or combination of factors as the Committee may deem appropriate, including for
example, but not limited to, minimum earnings per share or return on equity. If
during the course of a Performance Period there shall occur significant events
which the Committee expects to have a substantial effect on the applicable
Performance Objectives during such period, the Committee may revise such
Performance Objectives.

11.5 The Committee shall determine for each Participant the number of
Performance Shares which shall be paid to the Participant if the applicable
Performance objectives are exceeded or met in whole or in part.

11.6 If a Participant terminates service with the Company during a Performance
Period because of death, Disability, Retirement or under other circumstances in
which the Committee in its discretion finds that a waiver would be appropriate,
that Participant, as determined by the Committee, may be entitled to a payment
of Performance Shares at the end of the Performance Period based upon the extent
to which the Performance objectives were satisfied at the end of such period and
pro rated for the portion of the performance Period during which the Participant
was employed by the Company; provided, however, the Committee may provide for an
earlier payment in settlement of such Performance Shares in such amount and
under such terms and conditions as the Committee deems appropriate or desirable.
If a Participant terminates service with the Company during a Performance Period
for any other reason, then such Participant shall not be entitled to any payment
with respect to that Performance Period unless the Committee shall otherwise
determine.

11.7 Each Award at a Performance Share shall be paid in whole shares of Stock,
or cash, or a. combination of Stock and cash as the Committee shall determine,
with payment to be made as soon as practicable after the end of the relevant
Performance Period.

11.8 The Committee shall have the authority to approve requests by Participants
to defer payment of Performance Shares on terms and conditions approved by the
Committee and set. forth in a written Award Agreement between the Participant
and the Company entered into in advance of the time of receipt or constructive
receipt of payment by the Participant.



<PAGE>


                     ARTICLE XII - OTHER STOCK-BASED AWARDS

12.1 Other awards that are valued in whole or in part by reference to, or are
otherwise based on, Stock ("Other Stock-Based Awards"), including without
limitation, convertible preferred stock, convertible debentures, exchangeable
securities, phantom stock and Stock awards or options valued by reference to
book value or performance, may be granted either alone or in addition to or in
tandem with Stock Options, Stock Rights, Restricted Stock, Deferred Stock or
Stock Awards granted under the Plan and/or cash awards made outside of the Plan.

Subject to the provisions of the Plan, the Committee shall have authority to
determine the Eligible Participants to whom and the time or times at which such
Awards shall be made, the number of shares of Stock subject to such Awards, and
all other conditions of the Awards. The Committee also may provide for the grant
of shares of Stock upon the completion at a specified Performance Period.

The provisions of Other Stock-Sated Awards need not be the same with respect to
each recipient.

12.2 Other Stock-Based Awards made pursuant to this Article XII shall be subject
to the following terms and conditions:

(a) Subject to the provisions of this Plan and the Award Agreement, shares of
Stock subject to Awards made under this Article XII may not be sold, assigned,
transferred, pledged or otherwise encumbered prior to the date on which the
shares are issued, or, if later, the date on which any applicable restriction,
performance or deferral period lapses..

(b) Subject to the provisions of this Plan and the Award Agreement and unless
otherwise determined by the Committee at the time of the Award, the recipient of
an Award under this Article XII shall be entitled to receive, currently or on a
deferred basis, interest or dividends or interest or dividend equivalents with
respect to the number of shares covered by the Award, as determined at the time
of the Award by the Committee, in its sole discretion, and the Committee may
provide that such amounts, if any, shall be deemed to have been reinvested in
additional Stock or otherwise reinvested.

(c) Any Award under this Article XII and any Stock covered by any such Award
shall vest or be forfeited to the extent so provided in the Award Agreement, as
determined by the Committee, in its sole discretion.

(d) Upon the Participant's Retirement, Disability or death, or in cases of
special circumstances, the Committee may, in its sole discretion, waive in whole
or in part any or all of the remaining limitations imposed hereunder, if any,
with respect to any or all of an Award under this Article XII.

(e) Each Award under this Article XII shall be confirmed by, and. subject to the
terms of, an Award Agreement,

(f) Stock, including securities convertible into Stock, issued on a bonus basis
under this Article XII may be issued for no cash Consideration.

12.3 Other Stock-Based Awards may include a phantom stock Award which is subject
to the following terms and conditions:

(a) The Committee shall select the Eligible Participants who may receive phantom
stock Awards. The Eligible Participant shall be awarded a phantom stock unit,
which shall be the equivalent to a share of Stock.

(b) Under an Award of phantom stock, payment shall be made on the dates or dates
as specified by the Committee or as stated in the Award Agreement and phantom
stock Awards may be settled in cash, Stock, or some combination thereof.

(c) The Committee shall determine such other terms and conditions of each Award
as it deems necessary in its sole discretion.



<PAGE>


                       ARTICLE XIII - ACCELERATION EVENTS

13.1 For the purposes of the Plan, an Acceleration Event shall occur in the
event of a "Potential Change in Control," or "Change in Control" or a
"Board-Approved Change in Control" as those terms are defined below.

13.2  A "Change in Control' shall be deemed to have occurred if:

(a) Any "Person" as defined in Section 3(a)(9) of the Act, including a "group"
(as that term is used in Section 13(d)(3) and 14(d)(2) of the Act), but
excluding the Company and any employee benefit plan Sponsored or maintained by
the Company, including any trustee of such plan acting as trustee, who:

(i) makes a tender or exchange offer for any shares of the Company's Stock (as
defined below) pursuant to which any shares of the Company's Stock are purchased
(an "Offer"); or

(ii) together with its "affiliates" and "associates" (as those terms are defined
in Rule l2b-2 under the Act) becomes the "Beneficial Owner" (within the meaning
of Rule 13d-3 under the Act) of at least 20% of the Company's Stock (an
"Acquisition");

(b) The shareholders of the Company approve a definitive agreement or plan to
merge or consolidate the company with or into another corporation, to sell or
otherwise dispose of all, or substantially all, of its assets, or to liquidate
the Company (individually, a. "Transaction"); or

(c) When, during any period of 24 consecutive months during the existence of the
Plan, the individuals who, at the beginning of such period, constitute the Board
(the "Incumbent Directors") cease for any reason other than death to constitute
at least a majority thereof; provided, however, that a director who was not a
director at the beginning of such 24 month period shall be deemed to have
satisfied such 24 month requirement, and be an Incumbent Director, if such
director was elected by, or on the recommendation of or with the approval of, at
least two-thirds of the directors who then qualified as Incumbent Directors
either actually, because they were directors at the beginning of such 24 month
period, or by prior operation of this Section 13.2(c).

1.3.3 A "Board-Approved Change in Control" shall be deemed to have occurred if
the Offer, Acquisition or Transaction, as the case may be, is approved by a
majority of the Directors serving as members of the Board at the time of the
Potential Change in control or Change in Control.

13.4 A "Potential Change in Control" means the happening of any one of the
following:

(a) The approval by shareholders of an agreement by the company, the
consummation of which would result in a Change in Control of the Company, as
defined in Section 13.2; or

(b) The acquisition of Beneficial Ownership, directly or indirectly, by any
entity, person or group, other than the Company or any Company employee benefit
plan, including any trustee of such plan acting as such trustee, of securities
of the Company representing five percent or more of the combined voting power of
the Company's outstanding securities and the adoption by the Board of a
resolution to the effect chat a Potential Change in Control of the Company has
occurred, for the purposes of this Plan.

13.5 Upon the occurrence of an Acceleration Event, subject to the approval of
the Committee if the Acceleration Event results from a Board-Approved Change in
Control, all then outstanding Performance Shares with respect to which the
applicable Performance Period has not been completed shall be paid as soon as
practicable as follows:

(a) all Performance Objectives applicable to the Award of Performance Shares
shall be deemed to have been satisfied to the extent necessary to result in
payment of 100% of the Performance Shares covered by the Award; and

(b) the applicable Performance Period shall be deemed to have ended on the date
of the Acceleration Event;

(c) the payment to the Participate shall be the amount determined either by the
Committee, in its sole discretion, or in the manner stated in the Award
Agreement. This amount shall then be multiplied by a fraction, the numerator of
which is the number of full calendar months of the applicable Performance Period
that have elapsed prior to the date of the Acceleration Event, and the
denominator of which is the total number of months in the original Performance
Period; and upon the making of any such payment, the Award Agreement as to which
it relates shall be deemed canceled and of no further force and effect.

Upon the occurrence of an Acceleration Event, subject to the approval of the
Committee if the Acceleration Event results from a Board-Approved Change in
Control, the Committee in its discretion may declare any or all then outstanding
Stock options, and any or all related Stock Rights outstanding for at least six
months, not previously exercisable and vested as immediately exercisable and
fully vested, in whole or in part.

Upon the occurrence of an Acceleration Event, subject to the approval of the
Committee if the Acceleration Event results from a Board-Approved Change in
Control, the Committee in its discretion, may declare the restrictions
applicable to Awards of Restricted Stock, Deferred Stock or Other Stock-Based
awards to have lapsed, in which case the Company shall remove all restrictive
legends and stop-transfer orders applicable to the certificates for such shares
of Stock, and deliver such certificates to the Participants in whose names for
they are registered.

The value of all outstanding Stock Option. Stock Rights, Restricted Stock,
Deferred Stock, Performance Shares, Stock Awards and Other Stock-Based Awards,
in each case to the extent vested, shall, unless otherwise determined by the
Committee in its sole discretion at or after grant but prior to any Change in
Control, be cashed out on the basis of the "Change in Control Price" (as defined
in Section 13.9) as of the date such change in Control or such Potential Change
in Control is determined to have occurred or such other date as the Committee
may determine prior to the Change in Control.

For purposes of Section 13.8, "Change in Control Price" means the highest price
per share of Stock paid in any the transaction reported on the exchange on which
the Stock is then traded, or paid or offered in any bona fide transaction by the
related to a Potential or actual Change in Control of the Company at any time
during the 60-day period immediately preceding the occurrence of the Change in
Control, or, where applicable, the occurrence of the Potential Change in Control
event, in each case as determined by the Committee for except that, in the case
of Incentive Stock Options and Stock Appreciation Rights, or Limited Stock
Appreciation Rights relating to such Incentive Stock Options, such price shall
be based only on transactions reported for the date on which the optionee
exercises such incentive Stock Options, Stock Appreciation Rights, or Limited
Stock Appreciation

                              *** *** *** *** ***

14.3 If an Acceleration Event has occurred, no amendment or termination shall
impair the rights of any person with respect to an outstanding Award as provided
in Article XIII.



<PAGE>


                      ARTICLE XV - MISCELLANEOUS PROVISIONS

15.1 Nothing in the Plan or any Award granted hereunder shall confer upon any
Participant any right to continue in the employ of the Company, or to serve as a
director thereof, or interfere in any way with the right of the Company to
terminate his or her employment at any time. Unless specifically provided
otherwise, no Award granted under the Plan shall be deemed salary or
compensation for the purpose of computing benefits under any employee benefit
plan or other arrangement of the Company for the benefit of its employees unless
the Company shall determine otherwise. No Participant shall have any claim to an
Award until it is actually granted under the Plan. To the extent that any person
acquires a right to receive payments from the Company under the Plan, such right
shall, except as otherwise provided by the Committee, be no greater than the
right of an unsecured general creditor of the Company. All payments to be made
hereunder shall be paid from the general funds of the company, and no special or
separate fund shall be established and no segregation of assets shall be made to
assure payment of such amounts, except as provided in Article VIII with respect
to Restricted Stock and except as otherwise provided by the Committee.

15.2 The Company way make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of any taxes which the Company is
required by any law or regulation of any governmental authority, whether
federal, state or local, domestic or foreign, to withhold in connection with any
Stock option or the exercise thereof, any Stock Right or the exercise thereof,
or in connection with any other type of equity-based compensation provided
hereunder or the exercise thereof, including, but not limited to, the
withholding of payment of all or any portion of such Award or another Award
under this Plan until the Participant reimburses the Company f or the amount the
Company is required to withhold with respect to such taxes, or canceling any
portion of such Award or another Award under this Plan in an amount sufficient
to reimburse itself for the amount it is required to so withhold, or selling any
property contingently credited by the Company for the purpose of paying such
Award or another Award under this Plan, in order to withhold or reimburse itself
for the amount it is required to so withhold.

15.3 The Plan and the grant of Awards shall be subject to all applicable federal
and state laws, rules, and regulations and to such approvals by any United
States government or regulatory agency as may be required. Any provision herein
relating to compliance with Rule 16b-3 under the Act shall not be applicable
with respect to participation in the Plan by Participants who are not subject to
Section 16(b) of the Act.

15.4 The terms of the Plan shall be binding upon the Company, and its successors
and assigns.

15.5 Neither a Stock Option, Stock Right, nor any other type of equity-based
compensation provided for hereunder, shall be transferable, except as provided
for herein. Unless otherwise provided by the Committee or in an Award Agreement,
transfer restrictions shall only apply to Incentive Stock Options as required in
Article IV and to the extent otherwise required by federal or state securities
laws. If any Participant makes such a transfer in violation hereof, any
obligation of the Company shall forthwith terminate.

15.6 This Plan and all actions taken hereunder shall be governed by the laws of
the State of North Carolina, except to the extent preempted by the Employee
Retirement Income Security Act of 1974, as amended.

15.7 The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant by the Company, nothing contained herein shall, give any such
Participant any rights that are greater than those of a general creditor of the
Company. In its sole discretion, the Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver shares of Stock or payments in lieu of or with respect to Awards
hereunder; provided, however, that, unless the Committee otherwise determines
with the consent of the affected Participant, the existence of such trusts or
other arrangements is consistent with the "unfunded" status of the Plan.

15.8 Each Participant exercising an Award hereunder agrees to give the Committee
prior written notice of any election made by such Participant Under Section
83(b) of the Code, or any similar provision thereof.

15.9 If any provision of this Plan or an Award Agreement is or becomes or is
deemed invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Award Agreement under any law deemed applicable by
the Committee, such provision shall be construed or deemed amended to conform to
applicable laws or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Award Agreement, it shall be stricken and the remainder of the Plan or the
Award Agreement shall remain in full force and effect.



INTEGRATED SILICON SYSTEMS, INC.

By:
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Authorized Officer

ATTEST:

(Corporate Seal)

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Secretary