<PAGE>
                                                                     EXHIBIT 4.1


                           RANGE RESOURCES CORPORATION

                   AMENDED AND RESTATED 1999 STOCK OPTION PLAN
       (EFFECTIVE WITH AMENDMENT APPROVED BY SHAREHOLDERS ON MAY 23, 2002)

                                   I. PURPOSE

         The purpose of the RANGE RESOURCES CORPORATION AMENDED AND RESTATED
1999 STOCK OPTION PLAN (the "PLAN") is to provide a means through which RANGE
RESOURCES CORPORATION, a Delaware corporation (the "COMPANY"), and its
affiliates may attract able persons to serve as directors or to enter the employ
of the Company and its affiliates and to provide a means whereby those
individuals upon whom the responsibilities of the successful administration and
management of the Company rest, and whose present and potential contributions to
the welfare of the Company and its affiliates are of importance, can acquire and
maintain stock ownership, thereby strengthening their concern for the welfare of
the Company and its affiliates. A further purpose of the Plan is to provide such
individuals with additional incentive and reward opportunities designed to
enhance the profitable growth of the Company and its affiliates. Accordingly,
the Plan provides for granting Incentive Stock Options (subject to the
provisions of Paragraph VII(c)), options which do not constitute Incentive Stock
Options, Stock Appreciation Rights or any combination of the foregoing, as is
best suited to the circumstances of the particular employee, consultant or
director as provided herein.

                                 II. DEFINITIONS

         The following definitions shall be applicable throughout the Plan
unless specifically modified by any paragraph:

(a)      "AFFILIATE" means any corporation, partnership, limited liability
         company or partnership, association, trust or other organization in
         which the Company owns, directly or indirectly, a 50% or more
         beneficial ownership interest.

(b)      "AWARD" means, individually or collectively, any Option or Stock
         Appreciation Right.

(c)      "AWARD AGREEMENT" means any Option Agreement or Stock Appreciation
         Rights Agreement.

(d)      "BOARD" means the Board of Directors of the Company.

(e)      "CHANGE OF CONTROL" means the occurrence of any of the following
         events: (i) the Company shall not be the surviving entity in any
         merger, consolidation or other reorganization (or survives only as a
         subsidiary of an entity other than a previously wholly-owned subsidiary
         of the Company), (ii) the Company sells, leases or exchanges all or
         substantially all of its assets to any other person or entity (other
         than a wholly-owned subsidiary of the Company), (iii) the Company is to
         be dissolved and liquidated, (iv) any person or entity, including a
         "GROUP" as contemplated by Section 13(d)(3) of the 1934 Act, acquires
         or gains ownership or control (including, without limitation, power to
         vote) of more than 50% of the outstanding shares of the Company's
         voting stock (based upon voting power), or (v) as a result of or in
         connection with a contested election of directors, the persons who were
         directors of the Company before such election shall cease to constitute
         a majority of the Board.

(f)      "CHANGE OF CONTROL VALUE" shall mean (i) the per share price offered to
         Stockholders of the Company in any merger, consolidation,
         reorganization, sale of assets or dissolution transaction, (ii) the
         price per share offered to Stockholders of the Company in any tender
         offer or exchange offer whereby a Change of Control takes place, or
         (iii) if the Change of Control occurs other than pursuant to a tender
         or


                                       7
<PAGE>


         exchange offer, the Fair Market Value per share of the shares into
         which Awards are exercisable, as determined by the Committee. In the
         event that the consideration offered to Stockholders of the Company in
         a Change of Control consists of anything other than cash, the Committee
         shall determine the fair cash equivalent of the portion of the
         consideration offered which is other than cash.

(g)      "CODE" means the Internal Revenue Code of 1986, as amended. Reference
         in the Plan to any section of the Code shall be deemed to include any
         amendments or successor provisions to such section and any regulations
         under such section.

(h)      "COMMITTEE" means the Compensation Committee of the Board which shall
         be (i) constituted so as to permit the Plan to comply with Rule 16b-3
         and (ii) comprised solely of two or more "outside directors," within
         the meaning of section 162(m) of the Code and applicable interpretive
         authority thereunder.

(i)      "COMPANY" means Range Resources Corporation, a Delaware corporation.

(j)      "CONSULTANT" means any person who is not an employee and who is
         providing advisory or consulting services to the Company or any
         Affiliate.

(k)      "DIRECTOR" means an individual elected to the Board by the Stockholders
         of the Company or by the Board under applicable corporate law who is
         serving on the Board on the date the Plan is adopted by the Board or is
         elected to the Board after such date.

(l)      An "EMPLOYEE" means any person (including an officer or a Director) in
         an employment relationship with the Company or any Affiliate.

(m)      "FAIR MARKET VALUE" means, as of any specified date, the mean of the
         high and low sales prices of the Stock reported on the New York Stock
         Exchange Composite Tape on that date, or if no prices are reported on
         that date, on the last preceding date on which such prices of the Stock
         are so reported. In the event Stock is not publicly traded at the time
         a determination of its value is required to be made hereunder, the
         determination of its fair market value shall be made by the Committee
         in such manner as it deems appropriate.

(n)      "HOLDER" means an employee, Consultant or Director who has been granted
         an Award.

(o)      "INCENTIVE STOCK OPTION" means an incentive stock option within the
         meaning of section 422 of the Code.

(p)      "1934 ACT" means the Securities Exchange Act of 1934, as amended.

(q)      "OPTION" means an Award granted under Paragraph VII of the Plan and
         includes both Incentive Stock Options to purchase Stock and Options
         that do not constitute Incentive Stock Options to purchase Stock.

(r)      "OPTION AGREEMENT" means a written agreement between the Company and a
         Holder with respect to an Option.

(s)      "PLAN" means the Range Resources Corporation 1999 Stock Incentive Plan,
         as amended from time to time.

(t)      "RULE 16b-3" means SEC Rule 16b-3 promulgated under the 1934 Act, as
         such may be amended from time to time, and any successor rule,
         regulation or statute fulfilling the same or a similar function.


                                       8
<PAGE>


(u)      "SPREAD" means, in the case of a Stock Appreciation Right, an amount
         equal to the excess, if any, of the Fair Market Value of a share of
         Stock on the date such right is exercised over the exercise price of
         such Stock Appreciation Right.

(v)      "STOCK" means the common stock, par value $0.01 per share, of the
         Company.

(w)      "STOCKHOLDER" means a holder of Stock or other security of the Company,
         and with respect to any matter requiring Stockholder approval, the term
         "Stockholder" shall mean a holder of Stock or other Company security
         entitled to vote on such matter.

(x)      "STOCK APPRECIATION RIGHT" means an Award granted under Paragraph VIII
         of the Plan.

(y)      "STOCK APPRECIATION RIGHTS AGREEMENT" means a written agreement between
         the Company and a Holder with respect to a Stock Appreciation Right.

                  III. EFFECTIVE DATE AND DURATION OF THE PLAN

         The Plan shall be effective upon the date of its adoption by the Board,
provided the Plan is approved by the Stockholders of the Company within twelve
months thereafter. Notwithstanding any provision in the Plan or in any Award
Agreement, no Option or Stock Appreciation Right granted on or after the
effective date of the Plan shall be exercisable prior to such Stockholder
approval. No further Awards may be granted under the Plan after the expiration
of ten years from the date of its adoption by the Board. The Plan shall remain
in effect until all Awards granted under the Plan have been satisfied or
expired.

                               IV. ADMINISTRATION

         (a) COMMITTEE. The Plan shall be administered by the Committee.

         (b) POWERS. Subject to the express provisions of the Plan, the
Committee shall have sole authority, in its discretion, to determine which
employees, Consultants or Directors shall receive an Award, the time or times
when such Award shall be made, the type of Award, and the number of shares of
Stock which may be issued under each Option or Stock Appreciation Right. In
making such determinations the Committee may take into account the nature of the
services rendered by the respective employees, Consultants or Directors, their
present and potential contribution to the success of the Company and its
Affiliates and such other factors as the Committee in its discretion shall deem
relevant.

         (c) ADDITIONAL POWERS. The Committee shall have such additional powers
as are delegated to it by the other provisions of the Plan. Subject to the
express provisions of the Plan, the Committee is authorized to construe the Plan
and the respective Award Agreements executed thereunder, to prescribe such rules
and regulations relating to the Plan as it may deem advisable to carry out the
Plan, and to determine the terms, restrictions and provisions of each Award,
including such terms, restrictions and provisions as shall be requisite in the
judgment of the Committee to cause designated Options to qualify as Incentive
Stock Options, and to make all other determinations necessary or advisable for
administering the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Award Agreement in
the manner and to the extent it shall deem expedient to carry it into effect.
The determinations of the Committee on the matters referred to in this Paragraph
IV shall be conclusive.


                                       9
<PAGE>


                               V. GRANT OF AWARDS;
                           SHARES SUBJECT TO THE PLAN

         (a) STOCK GRANT AND AWARD LIMITS. The Committee may from time to time
grant Awards to one or more employees, Consultants or Directors determined by it
to be eligible for participation in the Plan in accordance with the provisions
of Paragraph VI. Subject to adjustment in the same manner as provided in
Paragraph IX with respect to shares of Stock subject to Awards then outstanding,
the aggregate number of shares of Stock that may be issued under the Plan shall
not exceed 6,000,000 shares. Shares shall be deemed to have been issued under
the Plan only (i) to the extent actually issued and delivered pursuant to an
Award, or (ii) to the extent an Award is settled in cash. To the extent that an
Award lapses or the rights of its Holder terminate, any shares of Stock subject
to such Award shall again be available for the grant of an Award. For the sole
purpose of complying with compensation deduction limitations set forth in
section 162(m) of the Code, no single individual may, in any given calendar
year, receive Awards which relate to in excess of 500,000 shares of Stock
(subject to adjustment in the same manner as provided in Paragraph IX with
respect to shares of Stock subject to Awards then outstanding). The limitation
set forth in the preceding sentence shall be applied in a manner which will
permit compensation generated under the Plan to constitute "performance-based"
compensation for purposes of section 162(m) of the Code, including, without
limitation, counting against such maximum number of shares, to the extent
required under section 162(m) of the Code and applicable interpretive authority
thereunder, any shares subject to Awards that are canceled or repriced.

         (b) STOCK OFFERED. The Stock to be offered pursuant to the grant of an
Award may, at the discretion of the Committee, be authorized but unissued Stock
or Stock previously issued and outstanding and reacquired by the Company.

                                 VI. ELIGIBILITY

         Awards may be granted only to persons who, at the time of grant, are
employees (including officers and Directors who are also employees) Consultants
or Directors. An Award may be granted on more than one occasion to the same
person, and, subject to the limitations set forth in the Plan, such Award may
include an Incentive Stock Option or an Option that is not an Incentive Stock
Option, a Stock Appreciation Right or any combination thereof.

                               VII. STOCK OPTIONS

         (a) OPTION PERIOD. The term of each Option shall be as specified by the
Committee at the date of grant.

         (b) LIMITATIONS ON EXERCISE OF OPTION. An Option shall be exercisable
in whole or in such installments and at such times as determined by the
Committee.

         (c) SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS. An Incentive Stock
Option may be granted only to an individual who is an employee of the Company or
any parent or subsidiary corporation (as defined in section 424 of the Code) at
the time the Option is granted. To the extent that the aggregate Fair Market
Value (determined at the time the respective Incentive Stock Option is granted)
of Stock with respect to which Incentive Stock Options granted after 1986 are
exercisable for the first time by an individual during any calendar year under
all incentive stock option plans of the Company and its parent and subsidiary
corporations exceeds $100,000, such Incentive Stock Options shall be treated as
Options which do not constitute Incentive Stock Options. The Committee shall
determine, in accordance with applicable provisions of the Code, Treasury
Regulations and other administrative pronouncements, which of a Holder's
Incentive Stock Options will not constitute Incentive Stock Options because of
such limitation and shall notify the Holder of such determination as soon as
practicable after such determination. No Incentive Stock Option shall be granted
to


                                       10
<PAGE>


an individual if, at the time the Option is granted, such individual owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or of its parent or subsidiary corporation, within the
meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is
granted the option price is at least 110% of the Fair Market Value of the Stock
subject to the Option and (ii) such Option by its terms is not exercisable after
the expiration of five years from the date of grant. An Incentive Stock Option
shall not be transferable otherwise than by will or the laws of descent and
distribution, and shall be exercisable during the Holder's lifetime only by such
Holder or the Holder's guardian or legal representative. Notwithstanding any
provision in the Plan or in any Option Agreement, (1) no Incentive Stock Option
shall be granted after the expiration of 12 months from the date of the adoption
of the Plan by the Board unless the Plan has been approved by the Stockholders
of the Company within such 12-month period in a manner that satisfies the
requirements of section 422 of the Code and (2) any Option granted prior to the
expiration of such 12-month period that was intended to constitute an Incentive
Stock Option shall constitute an Option that is not an Incentive Stock Option if
the Plan has not been approved by the Stockholders of the Company within such
12-month period in a manner that satisfies the requirements of section 422 of
the Code.

         (d) OPTION AGREEMENT. Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under section 422 of the Code. Each Option Agreement shall specify the effect of
termination of employment or membership on the Board, as applicable, on the
exercisability of the Option. An Option Agreement may provide for the payment of
the option price, in whole or in part, (i) in cash or (ii) by the delivery of a
number of shares of Stock (plus cash if necessary) having a Fair Market Value
equal to such option price. Moreover, an Option Agreement may provide for a
"cashless exercise" of the Option pursuant to procedures established by the
Committee (as the same may be amended from time to time). Such Option Agreement
may also include, without limitation, provisions relating to (1) subject to the
provisions hereof accelerating such vesting on a Change of Control, vesting of
Options, (2) tax matters (including provisions (A) permitting the delivery of
additional shares of Stock or the withholding of shares of Stock from those
acquired upon exercise to satisfy federal, state or local income tax withholding
requirements and (B) dealing with any other applicable employee wage withholding
requirements), and (3) any other matters not inconsistent with the terms and
provisions of this Plan that the Committee shall in its sole discretion
determine. The terms and conditions of the respective Option Agreements need not
be identical.

         (e) OPTION PRICE AND PAYMENT. The price at which a share of Stock may
be purchased upon exercise of an Option shall be determined by the Committee,
but, subject to adjustment as provided in Paragraph IX, such purchase price
shall not be less than the Fair Market Value of a share of Stock on the date
such Option is granted. The Option or portion thereof may be exercised by
delivery of an irrevocable notice of exercise to the Company in a manner
specified by the Committee. The purchase price of the Option or portion thereof
shall be paid in full in the manner prescribed by the Committee. Separate stock
certificates shall be issued by the Company for those shares acquired pursuant
to the exercise of an Incentive Stock Option and for those shares acquired
pursuant to the exercise of any Option that does not constitute an Incentive
Stock Option.

         (f) STOCKHOLDER RIGHTS AND PRIVILEGES. The Holder shall be entitled to
all the privileges and rights of a Stockholder only with respect to such shares
of Stock as have been purchased under the Option and for which certificates of
stock have been registered in the Holder's name.

         (g) OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY
OTHER CORPORATIONS. Options and Stock Appreciation Rights may be granted under
the Plan from time to time in substitution for stock options held by individuals
employed by corporations who become employees as a result of a merger or
consolidation of the employing corporation with the Company or any Affiliate, or
the acquisition by the Company or an Affiliate of the assets of the employing
corporation, or the acquisition by the Company or an Affiliate of stock of the
employing corporation with the result that such employing corporation becomes an
Affiliate.


                                       11
<PAGE>


                         VIII. STOCK APPRECIATION RIGHTS

         (a) STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is the right
to receive an amount equal to the Spread with respect to a share of Stock upon
the exercise of such Stock Appreciation Right. Stock Appreciation Rights may be
granted in connection with the grant of an Option, in which case the Option
Agreement will provide that exercise of Stock Appreciation Rights will result in
the surrender of the right to purchase the shares of Stock under the Option as
to which the Stock Appreciation Rights were exercised. Alternatively, Stock
Appreciation Rights may be granted independently of Options in which case each
Award of Stock Appreciation Rights shall be evidenced by a Stock Appreciation
Rights Agreement which shall contain such terms and conditions as may be
approved by the Committee. The terms and conditions of the respective Stock
Appreciation Rights Agreements need not be identical. The Spread with respect to
a Stock Appreciation Right may be payable either in cash, shares of Stock with a
Fair Market Value equal to the Spread or in a combination of cash and shares of
Stock. Each Stock Appreciation Rights Agreement shall specify the effect of
termination of employment or membership on the Board, as applicable, on the
exercisability of the Stock Appreciation Rights.

         (b) EXERCISE PRICE. The exercise price of each Stock Appreciation Right
shall be determined by the Committee, but such exercise price (i) shall not be
less than the Fair Market Value of a share of Stock on the date the Stock
Appreciation Right is granted (or such greater exercise price as may be required
if such Stock Appreciation Right is granted in connection with an Incentive
Stock Option that must have an exercise price equal to 110% of the Fair Market
Value of the Stock on the date of grant pursuant to Paragraph VII(c)), and (ii)
shall be subject to adjustment as provided in Paragraph IX.

         (c) EXERCISE PERIOD. The term of each Stock Appreciation Right shall be
as specified by the Committee at the date of grant.

         (d) LIMITATIONS ON EXERCISE OF STOCK APPRECIATION RIGHT. A Stock
Appreciation Right shall be exercisable in whole or in such installments and at
such times as determined by the Committee. In the case of any Stock Appreciation
Right that is granted in connection with an Incentive Stock Option, such right
shall be exercisable only when the Fair Market Value of the Common Stock exceeds
the price specified therefor in the Option or the portion thereof to be
surrendered.

                     IX. RECAPITALIZATION OR REORGANIZATION

         (a) The shares with respect to which Awards may be granted are shares
of Stock as presently constituted, but if, and whenever, prior to the expiration
of an Award theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Stock or the payment of a stock dividend on Stock
without receipt of consideration by the Company, the number of shares of Stock
with respect to which such Award may thereafter be exercised or satisfied, as
applicable, (i) in the event of an increase in the number of outstanding shares
shall be proportionately increased, and the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price per
share shall be proportionately increased. Any fractional share resulting from
such adjustment shall be rounded up to the next whole share.

         (b) If the Company recapitalizes, reclassifies its capital stock, or
otherwise changes its capital structure (a "recapitalization"), the number and
class of shares of Stock covered by an Award theretofore granted shall be
adjusted so that such Award shall thereafter cover the number and class of
shares of Stock and other securities to which the Holder would have been
entitled pursuant to the terms of the recapitalization if, immediately prior to
such recapitalization, the Holder had been the holder of record of the number of
shares of Stock then covered by such Award.


                                       12
<PAGE>


         (c) In the event of a Change of Control, and except as provided in any
Award Agreement, outstanding Awards shall immediately vest and become
exercisable or satisfiable, as applicable, and any Awards that are Options shall
continue to be exercisable for the remainder of the applicable Option term.
Notwithstanding the foregoing, the Committee, in its discretion, may determine
that upon the occurrence of a Change of Control, each Award outstanding
hereunder shall terminate within a specified number of days after notice to the
Holder, and such Holder shall receive, with respect to each share of Stock
subject to such Award, cash in an amount equal to the excess, if any, of the
Change of Control Value over the exercise price, if applicable, under such Award
for such share. The provisions contained in this paragraph shall not terminate
any rights of the Holder to further payments pursuant to any other agreement
with the Company following a Change of Control.

         (d) In the event of changes in the outstanding Stock by reason of
recapitalization, reorganizations, mergers, consolidations, combinations,
split-ups, split-offs, spin-offs, exchanges, a Change of Control or other
relevant changes in capitalization or distributions to the holders of Stock
occurring after the date of the grant of any Award and not otherwise provided
for by this Paragraph IX, any outstanding Awards and any Award Agreements shall
be subject to adjustment by the Committee at its discretion as to the number and
price of shares of Stock or other consideration subject to such Awards. In the
event of any such change in the outstanding Stock or distribution to the holders
of Stock, the aggregate number of shares available under the Plan (and the
aggregate number of shares that may be granted to any one individual) may be
appropriately adjusted by the Committee, whose determination shall be
conclusive.

         (e) The existence of the Plan and the Awards granted hereunder shall
not affect in any way the right or power of the Board or the Stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's or any Affiliate's capital structure or its
business, any merger or consolidation of the Company or any Affiliate, any issue
of debt or equity securities ahead of or affecting Stock or the rights thereof,
the dissolution or liquidation of the Company or any Affiliate or any sale,
lease, exchange or other disposition of all or any part of its assets or
business or any other corporate act or proceeding.

         (f) Any adjustment provided for in the above Subparagraphs shall be
subject to any required Stockholder action.

         (g) Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares of
stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Stock subject to Awards theretofore granted or the purchase
price per share, if applicable.

                    X. AMENDMENT AND TERMINATION OF THE PLAN

         The Board in its discretion may terminate the Plan at any time with
respect to any shares of Stock for which Awards have not theretofore been
granted. The Board shall have the right to alter or amend the Plan or any part
thereof from time to time; provided that no change in any Award theretofore
granted may be made that would materially impair the rights of the Holder
without the consent of the Holder and provided, further, that the Board may not,
without approval of the Stockholders holding a majority of the votes cast at a
duly called meeting of Stockholders, amend the Plan (a) to increase the maximum
aggregate number of shares of Stock that may be issued under the Plan, (b) to
change the class of individuals eligible to receive Awards under the Plan or (c)
amend the provisions of this Paragraph X.


                                       13
<PAGE>


                               XII. MISCELLANEOUS

         (a) NO RIGHT TO AN AWARD. Neither the adoption of the Plan by the
Company nor any action of the Board or the Committee shall be deemed to give an
employee or Director any right to be granted an Award or any other rights
hereunder except as may be evidenced by an Option Agreement or Stock
Appreciation Rights Agreement duly executed on behalf of the Company, and then
only to the extent and on the terms and conditions expressly set forth therein.
The Plan shall be unfunded. The Company shall not be required to establish any
special or separate fund or to make any other segregation of funds or assets to
assure the payment of any Award.

         (b) NO EMPLOYMENT RIGHTS CONFERRED. Nothing contained in the Plan shall
(i) confer upon any employee any right with respect to continuation of
employment with the Company or any Affiliate or (ii) interfere in any way with
the right of the Company or any Affiliate to terminate his or her employment at
any time. Nothing contained in the Plan shall confer on any Director any right
with respect to continuation of membership on the Board.

         (c) OTHER LAWS; WITHHOLDING. The Company shall not be obligated to
issue any Stock pursuant to any Award granted under the Plan at any time when
the shares covered by such Award have not been registered under the Securities
Act of 1933 and such other state and federal laws, rules or regulations as the
Company or the Committee deems applicable and, in the opinion of legal counsel
for the Company, there is no exemption from the registration requirements of
such laws, rules or regulations available for the issuance and sale of such
shares. No fractional shares of Stock shall be delivered. The Company shall have
the right to deduct in connection with all Awards any taxes required by law to
be withheld and to require any payments required to enable it to satisfy its
withholding obligations.

         (d) NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan
shall be construed to prevent the Company or any Affiliate from taking any
corporate action which is deemed by the Company or such Affiliate to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan or any Award made under the Plan. No employee,
Director, beneficiary or other person shall have any claim against the Company
or any Affiliate as a result of any such action.

         (e) RESTRICTIONS ON TRANSFER. An Award (other than an Incentive Stock
Option, which shall be subject to the transfer restrictions set forth in
Paragraph VII(c)) shall not be transferable otherwise than (i) by will or the
laws of descent and distribution, (ii) pursuant to a "qualified domestic
relations order" as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder, or (iii) with
the written consent of the Committee, which may be granted in the discretion of
the Committee in accordance with any applicable transfer restrictions under the
Securities Act of 1933.

         (f) RULE 16b-3. It is intended that the Plan and any grant of an Award
made to a person subject to Section 16 of the 1934 Act meet the requirements of
Rule 16b-3 so that any transaction under the Plan involving a grant, award, or
other acquisition from the Company or disposition to the Company is exempt from
Section 16(b) of the 1934 Act. If any provision of the Plan or any such Award
would result in any such transaction not being exempt from Section 16(b) of the
1934 Act, such provision or Award shall be construed or deemed amended so that
such transaction will be exempt from Section 16(b) of the 1934 Act.

         (g) FACSIMILE SIGNATURE. Any Award Agreement or related document may be
executed by facsimile signature. If any officer who shall have signed or whose
facsimile signature shall have been placed upon any such Award Agreement or
related document shall have ceased to be such officer before the related Award
is granted by the Company, such Award may nevertheless be issued by the Company
with the same effect as if such person were such officer at the date of grant.

         (h) GOVERNING LAW. This Plan shall be construed in accordance with the
laws of the State of Delaware.


                                       14