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                             Amended and Restated



                           PENSKE MOTORSPORTS, INC.
                          1996 STOCK INCENTIVE PLAN


         1.       DEFINITIONS:  As used herein, the following definitions shall
apply:

                  (a)  "Board of Directors" shall mean the Board of Directors of
         the Corporation.

                  (b)  "Committee" shall mean the Compensation Committee
                       designated by the Board of Directors of the Corporation,
                       or such other committee as shall be specified by the
                       Board of Directors to perform the functions and duties of
                       the Committee under the Plan; provided, however, that the
                       Committee shall comply with the requirements of (i) Rule
                       16b-3 of the Rules and Regulations under the Securities
                       Exchange Act of 1934, as amended (the "Exchange Act"),
                       and (ii) Section 162(m) of the Internal Revenue Code of
                       1986, as amended (the "Code"), and the regulations
                       thereunder.

                  (c)  "Corporation" shall mean Penske Motorsports, Inc., a
                       Delaware corporation, or any successor thereof.

                  (d)  "Discretion" shall mean in the sole discretion of the
                       Committee, with no requirement whatsoever that the
                       Committee follow past practices, act in a manner
                       consistent with past practices, or treat a key employee,
                       consultant or advisor in a manner consistent with the
                       treatment afforded other key employees, consultants or
                       advisors with respect to the Plan.

                  (e)  "Incentive Option" shall mean an option to purchase
                       Common Stock of the Corporation which meets the
                       requirements set forth in the Plan and also meets the
                       definition of an incentive stock option within the
                       meaning of Section 422 of the Code; provided, however,
                       that Incentive Options may only be granted to persons who
                       are employees of the Corporation or of a subsidiary
                       corporation in which the Corporation owns, directly or
                       indirectly, 50% or more of the combined voting power of
                       all classes of stock of the subsidiary



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                       corporation. The stock option agreement for an Incentive
                       Option shall state that the option is intended to be an
                       Incentive Option.

                  (f)  "Nonqualified Option" shall mean an option to purchase
                       Common Stock of the Corporation which meets the
                       requirements set forth in the Plan but does not meet the
                       definition of an incentive stock option within the
                       meaning of Section 422 of the Code. The stock option
                       agreement for a Nonqualified Option shall state that the
                       option is intended to be a Nonqualified Option.

                  (g)  "Participant" shall mean any individual designated by the
                       Committee under Paragraph 6 for participation in the
                       Plan.

                  (h)  "Plan" shall mean this Amended and Restated Penske 
                       Motorsports, Inc. 1996 Stock Incentive Plan.

                  (i)  "Restricted stock award" shall mean a grant of Common
                       Stock of the Corporation which is subject to forfeiture,
                       restrictions against transfer, and such other terms and
                       conditions determined by the Committee, as provided in
                       Paragraph 18.

                  (j)  "Stock appreciation right" shall mean a right to receive
                       the appreciation in value, or a portion of the
                       appreciation in value, of a specified number of shares of
                       the Common Stock of the Corporation, as provided in
                       Paragraph 12.

                  (k)  "Subsidiary" shall mean any corporation or similar entity
                       in which the Corporation owns, directly or indirectly,
                       stock or other equity interest ("Stock") possessing more
                       than 25% of the combined voting power of all classes of
                       Stock; provided, however, that an Incentive Option may be
                       granted to an employee of a Subsidiary only if the
                       Subsidiary is a corporation and the Corporation owns,
                       directly or indirectly, 50% or more of the total combined
                       voting power of all classes of Stock of the Subsidiary.

         2.       PURPOSE OF PLAN: The purpose of the Plan is to provide key
                  employees (including officers and directors who are also key
                  employees), consultants and advisors of the Corporation and
                  its Subsidiaries with an increased incentive to make
                  significant and extraordinary contributions to the long-term
                  performance and growth of the Corporation and its
                  Subsidiaries, to join the interests of key employees,
                  consultants and advisors with the interests of the
                  shareholders of the Corporation, and to facilitate attracting
                  and retaining key employees, consultants and advisors of
                  exceptional ability.


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         3.       ADMINISTRATION: The Plan shall be administered by the
                  Committee. Subject to the provisions of the Plan, the
                  Committee shall determine, from those eligible to be
                  Participants under the Plan, the persons to be granted stock
                  options, stock appreciation rights and restricted stock, the
                  amount of stock or rights to be optioned or granted to each
                  such person, and the terms and conditions of any stock
                  options, stock appreciation rights and restricted stock.
                  Subject to the provisions of the Plan, the Committee is
                  authorized to interpret the Plan, to make, amend and rescind
                  rules and regulations relating to the Plan and to make all
                  other determinations necessary or advisable for the Plan's
                  administration. Interpretation and construction of any
                  provision of the Plan by the Committee shall, unless otherwise
                  determined by the Board of Directors of the Corporation, be
                  final and conclusive. A majority of the Committee shall
                  constitute a quorum, and the acts approved by a majority of
                  the members present at any meeting at which a quorum is
                  present, or acts approved in writing by a majority of the
                  Committee, shall be the acts of the Committee.

         4.       INDEMNIFICATION OF COMMITTEE MEMBERS: In addition to such
                  other rights of indemnification as they may have, the members
                  of the Committee shall be indemnified by the Corporation in
                  connection with any claim, action, suit or proceeding relating
                  to any action taken or failure to act under or in connection
                  with the Plan or any option, stock appreciation right or
                  restricted stock granted hereunder to the full extent provided
                  for under the Corporation's Bylaws with respect to
                  indemnification of directors of the Corporation.

         5.       MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN: The maximum number
                  of shares with respect to which stock options or stock
                  appreciation rights may be granted or which may be awarded as
                  restricted stock under the Plan shall be 720,000 shares in the
                  aggregate of Common Stock of the Corporation. The number of
                  shares with respect to which a stock appreciation right is
                  granted, but not the number of shares which the Corporation
                  delivers or could deliver to a Participant upon exercise of a
                  stock appreciation right, shall be charged against the
                  aggregate number of shares remaining available under the Plan;
                  provided, however, that in the case of a stock appreciation
                  right granted in conjunction with a stock option under
                  circumstances in which the exercise of the stock appreciation
                  right results in termination of the stock option and vice
                  versa, only the number of shares subject to the stock option
                  shall be charged

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                  against the aggregate number of shares remaining available
                  under the Plan. If a stock option or stock appreciation right
                  expires or terminates for any reason (other than termination
                  as a result of the exercise of a related right) without having
                  been fully exercised, or if shares of restricted stock are
                  forfeited, the number of shares with respect to which the
                  stock option or stock appreciation right was not exercised at
                  the time of its expiration or termination, and the number of
                  forfeited shares of restricted stock, shall again become
                  available for the grant of stock options or stock appreciation
                  rights, or the award of restricted stock, under the Plan,
                  unless the Plan shall have been terminated.

                  Notwithstanding any other provision in this Plan, no employee,
                  consultant or advisor of the Corporation or a Subsidiary may
                  receive options, stock appreciation rights, restricted stock
                  or any combination thereof for more than 200,000 shares of
                  Common Stock of the Corporation over the term of the Plan, as
                  provided in Paragraph 23. For purposes of this 200,000 share
                  per-person limitation, there shall be taken into account all
                  shares covered by stock options and stock appreciation rights
                  granted, and all restricted shares awarded, to an employee
                  regardless of whether such stock options or stock appreciation
                  rights expire or terminate without being fully exercised or
                  whether such restricted shares are forfeited back to the
                  Corporation. The number of shares subject to each outstanding
                  stock option, stock appreciation right or restricted stock
                  award, the option price with respect to outstanding stock
                  options, the grant value with respect to outstanding stock
                  appreciation rights, the aggregate number of shares remaining
                  available under the Plan and the 200,000 share per-person
                  limitation shall be subject to such adjustment as the
                  Committee, in its Discretion, deems appropriate to reflect
                  such events as stock dividends, stock splits,
                  recapitalizations, mergers, consolidations or reorganizations
                  of or by the Corporation; provided, however, that no
                  fractional shares shall be issued pursuant to the Plan, no
                  rights may be granted under the Plan with respect to
                  fractional shares, and any fractional shares resulting from
                  such adjustments shall be eliminated from any outstanding
                  stock option, stock appreciation right, or restricted stock
                  award.

         6.       PARTICIPANTS: The Committee shall determine and designate from
                  time to time, in its Discretion, those key employees,
                  consultants or advisors of the Corporation or any Subsidiary
                  to receive stock options,

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                  stock appreciation rights, or restricted stock who, in the
                  judgment of the Committee, are or will become responsible for
                  the direction and financial success of the Corporation or any
                  Subsidiary; provided, however, that Incentive Options may be
                  granted only to persons who are key employees of the
                  Corporation or a Subsidiary, and in the case of a Subsidiary
                  only if (i) the Corporation owns, directly or indirectly, 50%
                  or more of the total combined voting power of all classes of
                  Stock of the Subsidiary and (ii) the Subsidiary is a
                  corporation. For the purposes of the Plan, key employees shall
                  include officers and directors who are also key employees of
                  the Corporation or any Subsidiary.

         7.       WRITTEN AGREEMENT: Each stock option, stock appreciation right
                  and restricted stock award shall be evidenced by a written
                  agreement (each a "Corporation-Participant Agreement")
                  containing such provisions as may be approved by the
                  Committee. Each such Corporation-Participant Agreement shall
                  constitute a binding contract between the Corporation and the
                  Participant and every Participant, upon acceptance of such
                  Agreement, shall be bound by the terms and restrictions of the
                  Plan and of such Agreement. The terms of each such
                  Corporation-Participant Agreement shall be in accordance with
                  the Plan, but each Agreement may include such additional
                  provisions and restrictions determined by the Committee, in
                  its Discretion, provided that such additional provisions and
                  restrictions are not inconsistent with the terms of the Plan.

         8.       ALLOTMENT OF SHARES: The Committee shall determine and fix, in
                  its Discretion, the number of shares of Common Stock with
                  respect to which a Participant may be granted stock options
                  and stock appreciation rights and the number of shares of
                  restricted stock which a Participant may be awarded; provided,
                  however, that no Incentive Option may be granted under the
                  Plan to any one Participant which would result in the
                  aggregate fair market value, determined as of the date the
                  option is granted, of underlying stock with respect to which
                  incentive stock options are exercisable for the first time by
                  such Participant during any calendar year under any plan
                  maintained by the Corporation (or any parent or subsidiary
                  corporation of the Corporation) exceeding $100,000.

         9.       STOCK OPTIONS: Subject to the terms of the Plan, the
                  Committee, in its Discretion, may grant to Participants either
                  Incentive Options or Nonqualified Options or any combination
                  thereof. Each option granted under the

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<PAGE>   6



                  Plan shall designate the number of shares covered thereby, if
                  any, with respect to which the option is an Incentive Option,
                  and the number of shares covered thereby, if any, with respect
                  to which the option is a Nonqualified Option.

         10.      STOCK OPTION PRICE: Subject to the rules set forth in this
                  Paragraph 10, at the time any stock option is granted, the
                  Committee, in its Discretion, shall establish the price per
                  share for which the shares covered by the option may be
                  purchased. With respect to an Incentive Option, such option
                  price shall not be less than 100% of the fair market value of
                  the stock on the date on which such option is granted;
                  provided, however, that with respect to an Incentive Option
                  granted to an employee who at the time of the grant owns
                  (after applying the attribution rules of Section 424(d) of the
                  Code) more than 10% of the total combined voting stock of the
                  Corporation or of any parent or subsidiary, the option price
                  shall not be less than 110% of the fair market value of the
                  stock on the date such option is granted. With respect to a
                  Nonqualified Option, the option price shall not be less than
                  50% of the fair market value of the stock on the date upon
                  which such option is granted. Fair market value of a share
                  shall be determined by the Committee and may be determined by
                  taking the mean between the highest and lowest quoted selling
                  prices of the Corporation's Common Stock on any exchange or
                  other market on which the shares of Common Stock of the
                  Corporation shall be traded on such date, or if there are no
                  sales on such date, on the next following day on which there
                  are sales. The option price shall be subject to adjustment in
                  accordance with the provisions of paragraph 5 of the Plan.

         11.      PAYMENT OF STOCK OPTION PRICE: To exercise in whole or in part
                  any stock option granted hereunder, payment of the option
                  price in full in cash or, with the consent of the Committee,
                  in Common Stock of the Corporation or by a promissory note
                  payable to the order of the Corporation in a form acceptable
                  to the Committee, shall be made by the Participant for all
                  shares so purchased. Such payment may, with the consent of the
                  Committee, also consist of a cash down payment and delivery of
                  such promissory note in the amount of the unpaid exercise
                  price. In the Discretion of and subject to such conditions as
                  may be established by the Committee, payment of the option
                  price may also be made by the Corporation retaining from the
                  shares to be delivered upon exercise of the stock option that
                  number of shares having a fair market value on the date of
                  exercise equal to the option price of the number of

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<PAGE>   7



                  shares with respect to which the Participant exercises the
                  stock option. Such payment may also be made in such other
                  manner as the Committee determines is appropriate, in its
                  Discretion. No Participant shall have any of the rights of a
                  shareholder of the Corporation under any stock option until
                  the actual issuance of shares to said Participant, and prior
                  to such issuance no adjustment shall be made for dividends,
                  distributions or other rights in respect of such shares,
                  except as provided in Paragraph 5.

         12.      STOCK APPRECIATION RIGHTS: Subject to the terms of the Plan,
                  the Committee may grant stock appreciation rights to
                  Participants either in conjunction with, or independently of,
                  any stock options granted under the Plan. A stock appreciation
                  right granted in conjunction with a stock option may be an
                  alternative right wherein the exercise of the stock option
                  terminates the stock appreciation right to the extent of the
                  number of shares purchased upon exercise of the stock option
                  and, correspondingly, the exercise of the stock appreciation
                  right terminates the stock option to the extent of the number
                  of shares with respect to which the stock appreciation right
                  is exercised. Alternatively, a stock appreciation right
                  granted in conjunction with a stock option may be an
                  additional right wherein both the stock appreciation right and
                  the stock option may be exercised. A stock appreciation right
                  may not be granted in conjunction with an Incentive Option
                  under circumstances in which the exercise of the stock
                  appreciation right affects the right to exercise the Incentive
                  Option or vice versa, unless the stock appreciation right, by
                  its terms, meets all of the following requirements:

                  (a)  the stock appreciation right will expire no later than 
                       the Incentive Option;

                  (b)  the stock appreciation right may be for no more than the
                       difference between the option price of the Incentive
                       Option and the fair market value of the shares subject to
                       the Incentive Option at the time the stock appreciation
                       right is exercised;

                  (c)  the stock appreciation right is transferable only when
                       the Incentive Option is transferable, and under the same
                       conditions;

                  (d)  the stock appreciation right may be exercised only when
                       the Incentive Option is eligible to be exercised; and

                  (e)  the stock appreciation right may be exercised only

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                       when the fair market value of the shares subject to the
                       Incentive Option exceeds the option price of the
                       Incentive Option.

                  Upon exercise of a stock appreciation right, a Participant
                  shall be entitled to receive, without payment to the
                  Corporation (except for applicable withholding taxes), an
                  amount equal to the excess of or, in the Discretion of the
                  Committee if provided in the Corporation-Participant
                  Agreement, a portion of the excess of (i) the then aggregate
                  fair market value of the number of shares with respect to
                  which the Participant exercises the stock appreciation right,
                  over (ii) the aggregate fair market value of such number of
                  shares at the time the stock appreciation right was granted.
                  This amount shall be payable by the Corporation, in the
                  Discretion of the Committee, in cash or in shares of Common
                  Stock of the Corporation or any combination thereof.

         13.      GRANTING AND EXERCISING OF STOCK OPTIONS AND STOCK
                  APPRECIATION RIGHTS: Subject to the provisions of this
                  Paragraph 13, each stock option and stock appreciation right
                  granted hereunder shall be exercisable at any such time or
                  times or in any such installments as may be determined by the
                  Committee at the time of the grant; provided, however, no
                  stock option or stock appreciation right may be exercisable
                  prior to the expiration of six months from the date of grant
                  unless the Participant dies or becomes disabled prior thereto.
                  Moreover, if a Participant who is granted a stock appreciation
                  right is a person who is regularly required to report his or
                  her ownership and changes in ownership of Common Stock of the
                  Corporation to the Securities and Exchange Commission and is
                  subject to short-swing profit liability under the provisions
                  of Section 16(b) of the Exchange Act, then any election to
                  exercise as well as any actual exercise of such Participant's
                  stock appreciation right shall be made only during the period
                  beginning on the third business day and ending on the twelfth
                  business day following the release for publication by the
                  Corporation of quarterly or annual summary statements of sales
                  and earnings. Notwithstanding anything contained in the Plan
                  to the contrary, stock appreciation rights shall always be
                  granted and exercised in such a manner as to conform to the
                  provisions of Rule 16b-3(e), or any replacement rule, adopted
                  pursuant to the provisions of the Exchange Act. In addition,
                  the aggregate fair market value (determined at the time the
                  option is granted) of the Common Stock with respect to which
                  Incentive Options are exercisable for the first time by a
                  Participant during any calendar year shall not exceed
                  $100,000.
                        
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                  A Participant may exercise a stock option or stock
                  appreciation right, if then exercisable, in whole or in part
                  by delivery to the Corporation of written notice of the
                  exercise, in such form as the Committee may prescribe,
                  accompanied, in the case of a stock option, by (i) payment for
                  the shares with respect to which the stock option is exercised
                  in accordance with Paragraph 11, or (ii) in the Discretion of
                  the Committee, irrevocable instructions to a stock broker to
                  promptly deliver to the Corporation full payment for the
                  shares with respect to which the stock option is exercised
                  from the proceeds of the stock broker's sale of or loan
                  against the shares. Except as provided in Paragraph 17, stock
                  options and stock appreciation rights granted to a Participant
                  may be exercised only while the Participant is an employee of
                  the Corporation or a Subsidiary.

                  Successive stock options and stock appreciation rights may be
                  granted to the same Participant, whether or not the stock
                  option(s) and stock appreciation right(s) previously granted
                  to such Participant remain unexercised. A Participant may
                  exercise a stock option or a stock appreciation right, if then
                  exercisable, notwithstanding that stock options and stock
                  appreciation rights previously granted to such Participant
                  remain unexercised.

         14.      NON-TRANSFERABILITY OF STOCK OPTIONS AND STOCK APPRECIATION
                  RIGHTS: No stock option or stock appreciation right granted
                  under the Plan to a Participant shall be transferable by such
                  Participant otherwise than by will or by the laws of descent
                  and distribution, and stock options and stock appreciation
                  rights shall be exercisable, during the lifetime of the
                  Participant, only by the Participant.

         15.      TERM OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS: If not
                  sooner terminated, each stock option and stock appreciation
                  right granted hereunder shall expire not more than 10 years
                  from the date of the granting thereof; provided, however, that
                  with respect to an Incentive Option or a related stock
                  appreciation right granted to a Participant who, at the time
                  of the grant, owns (after applying the attribution rules of
                  Section 424(d) of the Code) more than 10% of the total
                  combined voting stock of all classes of stock of the
                  Corporation or of any parent or subsidiary, such option and
                  stock appreciation right shall expire not more than five (5)
                  years after the date of granting thereof.

         16.      CONTINUATION OF EMPLOYMENT: The Committee may require, 



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<PAGE>   10

                  in its Discretion, that any Participant under the Plan to whom
                  a stock option or stock appreciation right shall be granted
                  shall agree in writing as a condition of the granting of such
                  stock option or stock appreciation right to remain in the
                  employ of the Corporation or a Subsidiary as an employee,
                  consultant or advisor for a designed minimum period from the
                  date of the granting of such stock option or stock
                  appreciation right as shall be fixed by the Committee.

         17.      TERMINATION OF EMPLOYMENT: If the employment or consultancy of
                  a Participant by the Corporation or a Subsidiary shall
                  terminate, the Committee may, in its Discretion, permit the
                  exercise of stock options and stock appreciation rights
                  granted to such Participant (i) for a period not to exceed
                  three months following termination of employment with respect
                  to Incentive Options or related stock appreciation rights if
                  termination of employment is not due to death or permanent
                  disability of the Participant, (ii) for a period not to exceed
                  one year following termination of employment with respect to
                  Incentive Options or related stock appreciation rights if
                  termination of employment is due to the death or permanent
                  disability of the Participant, and (iii) for a period not to
                  extend beyond the expiration date with respect to Nonqualified
                  Options or related or independently granted stock appreciation
                  rights. In no event, however, shall a stock option or stock
                  appreciation right be exercisable subsequent to its expiration
                  date and, furthermore, unless the Committee in its Discretion
                  determine otherwise, a stock option or stock appreciation
                  right may only be exercised after termination of a
                  Participant's employment or consultancy to the extent
                  exercisable on the date of such termination or to the extent
                  exercisable as a result of the reason for such termination.
                  The period of time, if any, a Participant shall have to
                  exercise stock options or stock appreciation rights upon
                  termination of employment or consultancy shall be set forth in
                  the Corporation-Participant Agreement, subject to extension of
                  such time period by the Committee in its Discretion.

         18.      RESTRICTED STOCK AWARDS: Subject to the terms of the Plan, the
                  Committee may award shares of restricted stock to
                  Participants. All shares of restricted stock granted to
                  Participants under the Plan shall be subject to the following
                  terms and conditions (and to such other terms and conditions
                  prescribed by the Committee):

                  (a)  At the time of each award of restricted shares, there
                       shall be established for the shares a

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<PAGE>   11



                       restricted period, which shall be no less than six months
                       and no greater than five years. Such restricted period
                       may differ among Participants and may have different
                       expiration dates with respect to portions of shares
                       covered by the same award.

                  (b)  Shares of restricted stock awarded to Participants may
                       not be sold, assigned, transferred, pledged, hypothecated
                       or otherwise encumbered during the restricted period
                       applicable to such shares. Except for such restrictions
                       on transfer, a Participant shall have all of the rights
                       of a shareholder in respect of restricted shares awarded
                       to him or her including, but not limited to, the right to
                       receive any dividends on, and the right to vote, the
                       shares.

                  (c)  If the employment of a Participant as an employee,
                       consultant or advisor of the Corporation or a Subsidiary
                       terminates for any reason (voluntary or involuntary, and
                       with or without cause) other than death or permanent
                       disability, all shares theretofore awarded to the
                       Participant which are still subject to the restrictions
                       imposed by Paragraph 18(b) shall upon such termination of
                       employment be forfeited and transferred back to the
                       Corporation, without payment of any consideration by the
                       Corporation. In the event such employment is terminated
                       by action of the Corporation or a Subsidiary without
                       cause or by agreement between the Corporation or a
                       Subsidiary and the Participant, however, the Committee
                       may, in its Discretion, release some or all of the shares
                       from the restrictions.

                  (d)  If the employment of a Participant as an employee,
                       consultant or advisor of the Corporation or a Subsidiary
                       terminates by reason of death or permanent disability,
                       the restrictions imposed by Paragraph 18(b) shall lapse
                       with respect to shares then subject to such restrictions,
                       unless otherwise determined by the Committee.

                  (e)  Stock certificates shall be issued in respect of shares
                       of restricted stock awarded hereunder and shall be
                       registered in the name of the Participant. Such
                       certificates shall be deposited with the Corporation or
                       its designee, together with a stock power endorsed in
                       blank, and, in the Discretion of the Committee, a legend
                       shall be placed upon such certificates reflecting that
                       the shares represented thereby are subject to




                                      -11-
<PAGE>   12



                       restrictions against transfer and forfeiture.

                  (f)  At the expiration of the restricted period applicable to
                       the shares, the Corporation shall deliver to the
                       Participant or the legal representative of the
                       Participant's estate the stock certificates deposited
                       with it or its designee and as to which the restricted
                       period has expired. If a legend has been placed on such
                       certificates, the Corporation shall cause such
                       certificates to be reissued without the legend.

                  In the case of events such as stock dividends, stock splits,
                  recapitalizations, mergers, consolidations or reorganizations
                  of or by the Corporation, any stock, securities or other
                  property which a Participant receives or is entitled to
                  receive by reason of his or her ownership of restricted shares
                  shall, unless otherwise determined by the Committee, be
                  subject to the same restrictions applicable to the restricted
                  shares and shall be deposited with the Corporation or its
                  designee.

         19.      INVESTMENT PURPOSE: If the Committee in its Discretion
                  determines that as a matter of law such procedure is or may be
                  desirable, it may require a Participant, upon any acquisition
                  of Common Stock hereunder (whether by reason of the exercise
                  of stock options or stock appreciation rights or the award of
                  restricted stock) and as a condition to the Corporation's
                  obligation to issue or deliver certificates representing such
                  shares, to execute and deliver to the Corporation a written
                  statement, in form satisfactory to the Committee, representing
                  and warranting that the Participant's acquisition of shares of
                  stock shall be for such person's own account, for investment
                  and not with a view to the resale or distribution thereof and
                  that any subsequent offer for sale or sale of any such shares
                  shall be made either pursuant to (a) a registration statement
                  on an appropriate form under the Securities Act of 1933, as
                  amended (the "Securities Act"), which registration statement
                  has become effective and is current with respect to the shares
                  being offered and sold, or (b) a specific exemption from the
                  registration requirements of the Securities Act, but in
                  claiming such exemption the Participant shall, prior to any
                  offer for sale or sale of such shares, obtain a favorable
                  written opinion from counsel for or approved by the
                  Corporation as to the availability of such exemption. The
                  Corporation may endorse an appropriate legend referring to the
                  foregoing restriction upon the certificate or certificates
                  representing any shares issued or transferred to a Participant
                  under the Plan.




                                      -12-
<PAGE>   13



         20.      RIGHTS TO CONTINUED EMPLOYMENT: Nothing contained in the Plan
                  or in any stock option, stock appreciation right or restricted
                  stock granted or awarded pursuant to the Plan, nor any action
                  taken by the Committee hereunder, shall confer upon any
                  Participant any right with respect to continuation of
                  employment as an employee, consultant or advisor of the
                  Corporation or a Subsidiary nor interfere in any way with the
                  right of the Corporation or a Subsidiary to terminate such
                  person's employment at any time. 

         21.      WITHHOLDING PAYMENTS: If upon the exercise of a Nonqualified
                  Option or stock appreciation right, or upon the award of
                  restricted stock or the expiration of restrictions applicable
                  to restricted stock, or upon a disqualifying disposition
                  (within the meaning of Section 422 of the Code) of shares
                  acquired upon exercise of an Incentive Option, there shall be
                  payable by the Corporation or a Subsidiary any amount for
                  income tax withholding, in the Committee's Discretion, either
                  the Corporation shall appropriately reduce the amount of
                  Common Stock or cash to be delivered or paid to the
                  Participant or the Participant shall pay such amount to the
                  Corporation or Subsidiary to reimburse it for such income tax
                  withholding. The Committee may, in its Discretion, permit
                  Participants to satisfy such withholding obligations, in whole
                  or in part, by electing to have the amount of Common Stock
                  delivered or deliverable by the Corporation upon exercise of a
                  stock option or stock appreciation right or upon award of
                  restricted stock appropriately reduced, or by electing to
                  tender Common Stock back to the Corporation subsequent to
                  exercise of a stock option or stock appreciation right or
                  award of restricted stock, to reimburse the Corporation or a
                  Subsidiary for such income tax withholding (any such election
                  being irrevocable), subject to such rules and regulations as
                  the Committee may adopt, including such rules as it determines
                  appropriate with respect to Participants subject to the
                  reporting requirements of Section 16(a) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act"), to
                  effect such tax withholding in compliance with the Rules
                  established by the Securities and Exchange Commission (the
                  "Commission") under Section 16 to the Exchange Act and the
                  positions of the staff of the Commission thereunder expressed
                  in no-action letters exempting such tax withholding from
                  liability under Section 16(b) of the Exchange Act. The
                  Committee may make such other arrangements with respect to
                  income tax withholding as it shall determine.

         22.      EFFECTIVENESS OF PLAN: The Plan shall be effective on the date
                  the Board of Directors of the Corporation

                                      -13-
<PAGE>   14



                  adopts the Plan, provided that the shareholders of the
                  Corporation approve the Plan within 12 months of its adoption
                  by the Board of Directors. Stock options, stock appreciation
                  rights and restricted stock may be granted or awarded prior to
                  shareholder approval of the Plan, but each such stock option,
                  stock appreciation right or restricted stock grant or award
                  shall be subject to shareholder approval of the Plan. No stock
                  option or stock appreciation right may be exercised prior to
                  shareholder approval, and any restricted stock awarded is
                  subject to forfeiture if such shareholder approval is not
                  obtained.

         23.      TERMINATION, DURATION AND AMENDMENTS OF PLAN: The Plan may be
                  abandoned or terminated at any time by the Board of Directors
                  of the Corporation. Unless sooner terminated, the Plan shall
                  terminate on the date ten years after its adoption by the
                  Board of Directors, and no stock options, stock appreciation
                  rights or restricted stock may be granted or awarded
                  thereafter. The termination of the Plan shall not affect the
                  validity of any stock option, stock appreciation right or
                  restricted stock outstanding on the date of termination.

                  For the purpose of conforming to any changes in applicable law
                  or governmental regulations, or for any other lawful purpose,
                  the Board of Directors shall have the right, with or without
                  approval of the shareholders of the Corporation, to amend or
                  revise the terms of the Plan at any time; provided, however,
                  that no such amendment or revision shall (i) without approval
                  or ratification of the shareholders of the Corporation (A)
                  increase the maximum number of shares in the aggregate which
                  are subject to the Plan (subject, however, to the provisions
                  of Paragraph 5), (B) increase the maximum number of shares for
                  which any Participant may be granted stock options, stock
                  appreciation rights or awarded restricted stock under the Plan
                  (except as contemplated by Paragraph 5), (C) change the class
                  of persons eligible to be Participants under the Plan, or (D)
                  materially increase the benefits accruing to Participants
                  under the Plan, or (ii) without the consent of the holder
                  thereof, change the stock option price (except as contemplated
                  by Paragraph 5) or alter or impair any stock option, stock
                  appreciation right or restricted stock which shall have been
                  previously granted or awarded under the Plan.

                  As adopted by the Board of Directors on March 21, 1996.
                  As amended by the Board of Directors on February 2, 1998.