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                                                                   EXHIBIT (10f)




                    1997 NON-EMPLOYEE DIRECTORS' STOCK GRANT,

                   STOCK OPTION AND DEFERRED COMPENSATION PLAN













                                      IV-7



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                               RUSSELL CORPORATION
             1997 NON-EMPLOYEE DIRECTORS' STOCK GRANT, STOCK OPTION
                         AND DEFERRED COMPENSATION PLAN
                        [COMPOSITE AS OF MARCH 30, 1999]



                                    ARTICLE I
                                   DEFINITIONS

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

                  (a) "Beneficial Owner" shall have the meaning ascribed to such
term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

                  (b) "Board" shall mean the Board of Directors of Russell
Corporation, an Alabama corporation.

                  (c) "Committee" shall mean the committee of the Board
appointed pursuant to Article III.

                  (d) "Change in Control" of the Company shall be deemed to have
occurred as of the first day that any one or more of the following conditions
shall have been satisfied:

                      (i)      Any Person (other than those Persons in control
                               of the Company as of the Effective Date, or other
                               than a trustee or other fiduciary holding
                               securities under an employee benefit plan of the
                               Company, or a corporation owned directly or
                               indirectly by the shareholders of the Company in
                               substantially the same proportions as their
                               ownership of stock of the Company) becomes the
                               Beneficial Owner, directly or indirectly, of
                               securities of the Company representing thirty
                               percent (30%) or more of the combined voting
                               power of the Company's then outstanding
                               securities; or

                      (ii)     During any period of two (2) consecutive years
                               (not including any period prior to the Effective
                               Date), individuals who at the beginning of such
                               period constitute the Board (and any new
                               Director, whose election by the Company's
                               shareholders was approved by a vote of at least
                               two-thirds (2/3) of the Directors then still in
                               office who either were Directors at the beginning
                               of the period or whose election or nomination for
                               election was so approved (a "continuing
                               Director")), cease for any reason to constitute a
                               majority thereof; or



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                      (iii)    The shareholders of the Company approve: (A) a
                               plan of complete liquidation of the Company; or
                               (B) an agreement for the sale or disposition of
                               all or substantially all the Company's assets; or
                               (C) a merger, consolidation, or reorganization of
                               the Company with or involving any other
                               corporation, other than a merger, consolidation,
                               or reorganization that would result in the voting
                               securities of the Company outstanding immediately
                               prior thereto continuing to represent (either by
                               remaining outstanding or by being converted into
                               voting securities of the surviving entity), at
                               least fifty percent (50%) of the combined voting
                               power of the voting securities of the Company (or
                               such surviving entity) outstanding immediately
                               after such merger, consolidation, or
                               reorganization.

                               However, in no event shall a "Change in Control"
                               be deemed to have occurred, with respect to an
                               Eligible Director, if the Eligible Director is
                               part of a purchasing group which consummates the
                               Change-in-Control transaction. An Eligible
                               Director shall be deemed "part of a purchasing
                               group" for purposes of the preceding sentence if
                               the Eligible Director is an equity participant in
                               the purchasing company or group (except for: (i)
                               passive ownership of less than three percent (3%)
                               of the stock of the purchasing company; or (ii)
                               ownership of equity participation in the
                               purchasing company or group which is otherwise
                               not significant, as determined prior to the
                               Change in Control by a majority of the
                               nonemployee continuing Directors).

                  (e) "Company" shall mean Russell Corporation, an Alabama
corporation, and any successor in interest thereto.

                  (f) "Eligible Director" shall mean any person who is serving
as a director of the Company who is not an officer of the Company or a
subsidiary of the Company or otherwise employed by the Company or a subsidiary
of the Company.

                  (g) "Fair Market Value" shall mean the average of the highest
and lowest quoted selling prices for a share of Stock on the relevant date, or
(if there were no sales on such date) the weighted average of the means between
the highest and lowest quoted selling prices on the nearest day before and the
nearest day after the relevant date, as determined by the Board or the
Committee.

                  (h) "Fee Deferral Account" shall mean the account maintained
for an Eligible Director pursuant to Section 5.2(a) hereof.

                  (i) "Fees" shall mean the cash retainer and meeting fees
payable to an Eligible Director for service on the Board of the Company and any
committees thereof, as set by the Board from time to time.


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                  (j) "Internal Revenue Code" shall mean the Internal Revenue
Code of 1986, as amended.

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

                  (l) "Optionee" shall mean a person to whom an Option has been
granted hereunder.

                  (m) "Person" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d).

                  (n) "Plan" shall mean the Russell Corporation 1997
Non-Employee Directors' Stock Grant, Stock Option and Deferred Compensation
Plan, the terms of which are set forth herein.

                  (o) "Retainer" shall mean the retainer payable to an Eligible
Director for service on the Board of the Company and any committees thereof.

                  (p) "Stock," with respect to each share to which that term
refers, shall mean the Common Stock, par value $0.01 per share, of the Company
now authorized; any other shares of the Stock of the Company hereafter
authorized; and securities of the Company which, under any conditions, will be
converted into or exchanged for any such Stock.

                  (q) "Stock Deferral Account" shall mean the account maintained
for an Eligible Director pursuant to Section 5.2 (b) or (c), or both, hereof.

                  (r) "Stock Grant" shall mean that portion of the Retainer
payable to the Eligible Director in Stock, the amount of such compensation being
set from time to time by the Board.

                  (s) "Stock Option Agreement" shall mean the agreement between
the Company and the Optionee under which the Optionee may purchase Stock
hereunder.

                  (t) "1934 Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.


                                   ARTICLE II
                                    THE PLAN

SECTION 2.1 NAME

         This Plan shall be known as the "Russell Corporation 1997 Non-Employee
Directors' Stock Grant, Stock Option and Deferred Compensation Plan."


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SECTION 2.2 PURPOSE

         The purpose of the Plan is to advance the interests of the Company and
its shareholders by affording to Eligible Directors an opportunity to acquire or
increase their proprietary interest in the Company by the grant to such
directors of Stock Grants and Options and, thereby, to align the interests of
the Eligible Directors with the interests of the shareholders of the Company.
The purpose of the Plan is also to enhance the Company's long-term growth and
financial performance by increasing the Company's ability to continue to attract
and retain the services of experienced and knowledgeable directors.


SECTION 2.3 EFFECTIVE DATE

         The Plan was adopted by the Board on July 23, 1997, to be effective as
of April 23, 1997. The Plan and all Options granted hereunder are subject to the
receipt by the Company of any consents or approvals required to adopt the Plan
and/or grant Options under applicable law and under any permit, agreement or
instrument to which the Company is a party or by which any of its properties or
assets are bound. Any Option granted prior to such consent and approval of the
Plan as herein provided shall be subject to such approval and shall have no
legal effect and shall convey no rights to the holder thereof in the event said
other consent and approval of the Plan is not obtained. The Plan shall continue
until the earlier of (i) the issuance of all shares of stock authorized by the
Plan or (ii) the termination of the Plan by the Board; provided, however, that
upon termination of the Plan, the applicable provisions of the Plan shall
continue to apply to all Options which are outstanding and to all Fees and Stock
Grants which have been and remain deferred pursuant to the Plan on the date the
Plan is terminated.


                                   ARTICLE III
                          ADMINISTRATION AND OPERATION

SECTION 3.1 ADMINISTRATION

         The Plan shall be administered by the Board of the Company; provided,
however, that the Board may delegate its authority to a Committee appointed by
the Board consisting of at least two (2) members who shall not be Eligible
Directors. Subject to the express provisions of the Plan and the concurrence of
the Board, the Committee shall have complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, and to make
all other determinations necessary or advisable in the administration of the
Plan.

         Any action of the Committee may be taken without a meeting if a
majority of the members of the Committee sign written consents setting forth the
action taken or to be taken at any time before or after the intended effective
date of such action. Any member of the Committee may participate in a meeting of
the Committee by means of a conference telephone or similar communications
equipment enabling all persons participating in the meeting to hear each other.


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The Committee may authorize any member thereof to execute all instruments
required in the administration of the Plan, and such instruments may be executed
by facsimile signature.

         The Committee may delegate to any member or members of the Committee or
to any employee or employees of the Company the authority to perform any
ministerial act in connection with the administration of the Plan.


SECTION 3.2 MAJORITY RULE

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


SECTION 3.3 COMPANY ASSISTANCE

         The Company shall supply full and timely information to the Committee
on all matters relating to Eligible Directors and such pertinent facts related
thereto as the Committee may require. The Company shall furnish the Committee
with such clerical and other assistance as is necessary in the performance of
its duties.


SECTION 3.4 PLAN OPERATION IN COMPLIANCE WITH RULE 16B-3 OF THE 1934 ACT.

         The Plan shall be interpreted and administered to comply with Rule
16b-3 promulgated under the 1934 Act, as then applicable to the Company's
employee benefit plans.


                                   ARTICLE IV
                         SHARES OF STOCK SUBJECT TO PLAN

SECTION 4.1 LIMITATIONS

         The number of shares of Stock which may be issued and sold hereunder
shall not exceed 200,000 shares of Stock, subject to adjustment pursuant to the
provisions of Section 4.3 hereof. Such shares shall be shares previously issued
and listed on the registered national securities exchanges on which the Stock is
listed and thereafter acquired by the Company, and such amount of shares shall
be and is hereby reserved for issuance pursuant to this Plan. Any of such shares
which may remain unissued or unsold and which are not subject to outstanding
Options at the termination of the Plan shall cease to be reserved for the
purpose of the Plan, but until the termination of the Plan (and for so long
thereafter as any Options issued pursuant to the Plan remain outstanding), the
Company shall at all times reserve a sufficient number of shares to meet the
requirements of the Plan.


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SECTION 4.2 OPTIONS GRANTED UNDER PLAN

         Shares of Stock with respect to which an Option granted hereunder shall
have been exercised shall not again be available for grant hereunder. If Options
granted hereunder shall expire, terminate, or be canceled for any reason without
being wholly exercised, new Options may be granted hereunder covering the number
of shares to which such Option expiration, termination or cancellation relates.


SECTION 4.3 ANTIDILUTION; CHANGE IN CONTROL

         In the event that the outstanding shares of Stock hereafter are
increased, decreased or changed into or exchanged for a different number or kind
of shares or other securities of the Company by reason of merger, consolidation,
reorganization, recapitalization, reclassification, combination of shares, stock
split, or stock dividend after the effective date of the Plan,

                  (a) the aggregate number and kind of shares subject to Options
which may be granted hereunder shall be adjusted appropriately; and

                  (b) rights under outstanding Options granted hereunder, both
as to the number of subject shares and the Option price, shall be adjusted
appropriately.

         In the event of a dissolution or liquidation of the Company, the
Options granted hereunder shall terminate; provided, however, that the Optionees
shall have the right for a period of thirty (30) days prior to such dissolution
or liquidation to exercise outstanding Options in full without regard to any
installment exercise provisions and whether the Option by its terms is at such
time immediately exercisable in full, to the extent it shall not have been
exercised. In the event of a Change in Control, the Optionee shall have the
right, immediately prior to such Change in Control, to exercise outstanding
Options in full, without regard to any installment exercise provisions and
whether the Option by its terms is at such time immediately exercisable in full,
to the extent that it shall not have been exercised.

         The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Board or the Committee, and any
such adjustment shall provide for the elimination of fractional share interests.


                                    ARTICLE V
                                    DEFERRALS

SECTION 5.1 ELECTION TO DEFER

         (a) Each Eligible Director may elect to defer all or any portion of any
of his Fees in accordance with the terms of this Article V. Such election shall
be made by executing and


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delivering to the Board or Committee a deferred compensation agreement in such
form as the Board or Committee may prescribe or approve. Such an election shall
be effective with respect to Fees paid for services rendered in calendar years
beginning after the executed deferred compensation agreement is delivered to the
Board or Committee and shall continue in effect until terminated. An Eligible
Director may terminate his election to defer Fees by executing and delivering to
the Board or Committee a written instrument in form as the Board or the
Committee may prescribe or approve, and such termination shall be effective with
respect to Fees for services rendered after the end of the calendar year in
which such written instrument is delivered to the Board or Committee. An
Eligible Director who has terminated a prior election to defer Fees may make a
new election to defer Fees in the same manner in which his prior election to
defer Fees was made, and such election shall become effective with respect to
Fees for services provided after the end of the calendar year in which such new
election is made and shall continue in effect until terminated in the manner
above provided. Except as provided herein, an election to defer Fees may not be
modified or terminated.

         (b) Each Eligible Director may also elect to defer all or any portion
of any Stock covered by a Stock Grant made to him pursuant to Section 6.1(a)
hereof in accordance with the terms of this Article V. Such election shall be
made by executing and delivering to the Board or Committee a deferred
compensation agreement (which may be a deferred compensation agreement delivered
pursuant to paragraph (a) above) in such form as the Board or Committee may
prescribe or approve. Such an election shall be effective with respect to Stock
covered by Stock Grants made for services rendered in calendar years beginning
after the executed deferred compensation agreement is delivered to the Board or
Committee and shall continue in effect until terminated. An Eligible Director
may terminate his election to defer the issuance of Stock by executing and
delivering to the Board or Committee a written instrument in such form as the
Board or Committee may prescribe or approve, and such termination shall be
effective with respect to Stock covered by Stock Grants made for services
rendered after the end of the calendar year in which such written instrument is
delivered to the Board or Committee. An Eligible Director terminating a prior
election to defer the issuance of Stock may make a new election to defer the
issuance of Stock in the same manner in which his prior election to defer the
issuance of Stock was made, and such election shall become effective with
respect to Stock covered by Stock Grants made for services provided after end of
the calendar year in which such new election is made and shall continue in
effect until terminated in the manner above provided. Except as provided herein,
an election to defer the issuance of Stock may not be modified or terminated.


SECTION 5.2 ACCOUNTS

                  (a) Unless an Eligible Director who has elected to defer Fees
makes the election described in paragraph (b) of this Section 5.2, the Company
shall establish a Fee Deferral Account for such Eligible Director and shall
adjust the Fee Deferral Account as follows:

                  (i) At the end of each quarter in which Fees deferred would
         otherwise be payable, the Fee Deferral Account shall be credited with
         the amount deferred for such quarter; and


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                  (ii) As of the last day of each quarter prior to the
         distribution to the Eligible Director or his beneficiary of the balance
         of the Fee Deferral Account, the Fee Deferral Account shall be credited
         with interest on the balance as of the first day of the quarter at the
         rate paid on five-year U.S. Treasury notes on the first day of the
         quarter for which the interest is to be credited, or at such other rate
         as is prescribed by the Board or the Committee in the Eligible
         Director's deferred compensation agreement.

                  (iii) The Fee Deferral Account shall be charged with the
         amount distributed to the Eligible Director or his beneficiary as of
         the date such distribution is made.

                  (iv) If Fees are deferred by an Eligible Director pursuant to
two or more deferred compensation agreements and different benefit payment dates
or designated beneficiaries are specified in such deferred compensation
agreements, a separate Deferral Account shall be maintained with respect to Fees
deferred pursuant to each deferred compensation agreement.

                  (b) In his deferred compensation agreement, an Eligible
Director who has elected to defer Fees may elect to have the provisions of this
paragraph (b) apply in lieu of paragraph (a) above. If such an election is made,
the Company shall establish a Stock Deferral Account for the Eligible Director
and shall adjust the Stock Deferral Account as follows:

                           (i) As of the date Fees deferred pursuant to such
         Deferred Compensation Agreement would otherwise be paid, the Stock
         Deferral Account shall be credited with the number of units determined
         by dividing the amount of such deferred Fees by the closing price of a
         share of Stock on the New York Stock Exchange on such date, or if the
         New York Stock Exchange is closed on such date, on the first day
         preceding such date on which the New York Stock Exchange was open.

                           (ii) On each date that payment of a dividend is made
         to holders of shares of Stock, the Stock Deferral Account shall be
         credited with a number of units determined by dividing the product of
         the dividend per share of Stock multiplied by the number of units
         credited to the Stock Deferral Account on the record date for payment
         of such dividend by the closing price of a share of Stock on the New
         York Stock Exchange on the dividend payment date.

                           (iii) The Stock Deferral Account shall be charged
         with a number of units equal to the number of shares of Stock
         distributed to the Eligible Director or his Beneficiary on the date
         such distribution is made (plus the number, if any, of shares of Stock,
         including any fractional share, with respect to which cash was
         distributed to the Eligible Director or his beneficiary).

                           (iv) In the event of any change in corporate
         capitalization, such as a stock split, or a corporate transaction such
         as a merger, consolidation, separation, including a spin-off, or other
         distribution of stock or property of the Company, any reorganization,
         whether or not such reorganization comes within the definition of such
         term in Section 368


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         of the Internal Revenue Code, or any partial or complete liquidation of
         the Company, the Board or the Committee shall make such adjustments in
         the number of units credited to such Stock Deferral Account as the
         Board or Committee, in its sole discretion, deems appropriate to
         prevent dilution or enlargement of the rights of the Eligible Director.

                  (c) The Company shall establish a Stock Deferral Account for
each Eligible Director who has elected to defer the issuance of all or any
portion of any Stock covered by a Stock Grant pursuant to Section 5.1(b) herein
and shall adjust the Stock Deferral Account as follows:

                      (i) As of the effective date of a Stock Grant to which the
         Eligible Director's election applies, the Stock Deferral Account shall
         be credited with a number of units equal to the number of shares of
         Stock covered by such Stock Grant.

                      (ii) On each date that payment of a dividend is made to
         holders of shares of Stock, the Stock Deferral Account shall be
         credited with a number of units determined by dividing the product of
         the dividend per share of Stock multiplied by the number of units
         accredited to the Stock Deferral Account on the record date for payment
         of such dividend by the closing price of a share of Stock on the New
         York Stock Exchange on the dividend payment date.

                      (iii) The Stock Deferral Account shall be charged with a
         number of units equal to the number of shares of Stock distributed to
         the Eligible Director or his Beneficiary on the date such distribution
         is made (plus the number, if any, of shares of Stock, including any
         fractional share, with respect to which cash was distributed to the
         Eligible Director or his beneficiary).

                      (iv) In the event of any change in corporate
         capitalization, such as a stock split, or a corporate transaction such
         as a merger, consolidation, separation, including a spin-off, or other
         distribution of stock or property of the Company, any reorganization,
         whether or not such reorganization comes within the definition of such
         term in Section 368 of the Internal Revenue Code or any partial or
         complete liquidation of the Company, the Board or the Committee shall
         make such adjustments in the number of units credited to such Stock
         Deferral Account as the Board or Committee in its sole discretion,
         deems appropriate to prevent dilution or enlargement of the rights of
         the Eligible Director.

Only one Stock Deferral Account (including any such account maintained pursuant
to Section 5.2(b)) shall be maintained for an Eligible Director unless the
issuance of Stock is , pursuant to separate deferred compensation agreements, to
be deferred to more than one date or is to be made to different beneficiaries in
the event of the Eligible Director's death, in which case separate Stock
Deferral Accounts shall be maintained with respect to each deferred compensation
agreement providing for a different issuance date or beneficiary.

                  (d) Either the Board or the Committee shall provide each
Eligible Director who has made an election under this Article V with an account
statement at least annually.



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SECTION 5.3 PAYMENT

                  (a) The amount which shall have been credited to the Fee
Deferral Account of an Eligible Director pursuant to Section 5.2, together with
a number of shares of Stock equal to the number of units credited to his Stock
Deferral Account, shall be distributed to him in a lump sum; provided, however,
that if a fractional unit is credited to the Stock Deferral Account of the
Eligible Director, such fractional unit shall be distributed in the form of cash
in the amount equal to the product of the closing price of a share of Stock on
the New York Stock Exchange on the date preceding distribution multiplied by the
fraction of a unit; and provided, further, that if the Company has insufficient
treasury shares to make such distribution in shares of Stock, the number of
units in excess in the number of shares of treasury Stock available for
distribution shall be paid in cash, in an amount determined by multiplying the
number of such units by the closing price of a share of Stock on the New York
Stock Exchange on the date preceding such distribution. Distribution pursuant to
the Section 5.3(a) shall be made within thirty (30) days after such date or
event as the Director may specify in the appropriate deferred compensation
agreement.

                  (b) Except as provided in Section 5.4 below, the amount
credited to the Fee Deferral Account of an Eligible Director, together with a
number of shares of Stock equal to the number of units credited to his Stock
Deferral Account, at the time of his death shall be paid to his designated
beneficiary in a lump sum within thirty (30) days after the Company is notified
of the Eligible Director's death; provided, however, that if a fractional unit
is credited to the Stock Deferral Account, such fractional unit shall be
distributed in the form of cash in the amount equal to the product of the
closing price of a share of Stock on the New York Stock Exchange on the date
preceding distribution multiplied by the fraction of a unit; and provided,
further, that if the Company has insufficient treasury shares to make such
distribution in shares of Stock, the number of units in excess in the number of
shares of treasury Stock available for distribution shall be paid in cash, in an
amount determined by multiplying the number of such units by the closing price
of a share of Stock on the New York Stock Exchange on the date preceding such
distribution.

SECTION 5.4 HARDSHIP

                  In the event an Eligible Director or beneficiary of a deceased
Eligible Director suffers a severe financial hardship resulting from a sudden
and unexpected illness or accident of the Eligible Director or beneficiary (or a
dependent, as defined in Section 152(a) of the Internal Revenue Code, of such
Eligible Director or beneficiary), loss of property of the Eligible Director or
beneficiary due to casualty, or other similar or extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Eligible
Director or beneficiary, the Board or the Committee may, in its discretion,
accelerate payment of the amounts credited to the Eligible Directors Fee
Deferral Account or Stock Deferral Account, or both, to the extent reasonably
necessary to eliminate such hardship. The circumstances that will justify such
an acceleration will depend upon the facts of each case, but, in any case,
acceleration may not occur to the extent that such hardship is or may be
relieved

                  (a) through reimbursement or compensation by insurance or
otherwise, or



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                  (b) by liquidation of the assets of the Eligible Director or
beneficiary, to the extent the liquidation of such assets would not itself cause
severe financial hardship.

SECTION 5.5 MISCELLANEOUS

                  (a) An Eligible Director shall have the status of a general,
unsecured creditor of the Company with respect to benefits payable pursuant to
this Article V. The provisions of this Article V constitute a mere promise by
the Company to make benefit payments in the future.

                  (b) The rights of an Eligible Director to benefit payments
under this Article V are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors of the Eligible Director or his beneficiary.


                                   ARTICLE VI
                              STOCK GRANTS; OPTIONS

SECTION 6.1 ANNUAL STOCK AND OPTION GRANTS

                  (a) On July 23, 1997, and thereafter on the date of the Annual
Meeting of Shareholders in each subsequent year (the "Annual Meeting of
Shareholders"), beginning with the date of the Annual Meeting of Shareholders
held in 1998, each director elected to the Board by the shareholders of the
Company at the annual meeting of shareholders in said year and who is an
Eligible Director, and, in addition to the newly elected Eligible Directors,
each Eligible Director then in office on such date shall automatically be
granted on and effective as of such date (i) a Stock Grant for the number of
shares of Stock (rounded up to the next whole number) determined by dividing
$5,000 by the Fair Market Value of the Stock on the date of grant and (ii) an
Option to purchase the number of shares of Stock (rounded up to the next whole
number) determined by dividing $5,000 by the economic value of an option to buy
one share of stock on the terms and conditions as contained in the Option. In
the case of an Option, the economic value shall be calculated using a valuation
methodology approved by the Board or the Committee at the time of the grant. An
Eligible Director who is not initially elected at an annual meeting of the
shareholders shall receive a pro rata portion of the Stock Grants and Options
granted to an Eligible Director on the date of the immediate past shareholders
meeting or, in the case of the year 1997 only, on the date of July 23 (the
exercise price of such Options, however, to be the Fair Market Value on the date
of grant) within 10 business days of his or her election based on the number of
months remaining from the date of election until the next annual meeting of
shareholders divided by twelve. Any fractional shares or Options resulting from
such calculation shall be rounded up to the nearest whole number.

                  (b) Each Option granted under this Section 6.1 shall be
evidenced by a Stock Option Agreement dated as of the date of grant and executed
by the Company and the Optionee, which Agreement shall set forth such terms and
conditions as may be determined by the Board or the Committee consistent with
the Plan.



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                  (c) The per share price of the Stock subject to each Option
granted under this Section 6.1 shall be one hundred percent (100%) of the Fair
Market Value of the Stock on the date the Option is granted.


SECTION 6.2 OPTION PERIOD

         The period for the exercise of each Option shall be ten years. Options
granted hereunder shall not be exercisable within the first twenty-four months
after the date of grant; provided, however, that said Options may become
exercisable earlier in accordance with the provisions of this Plan concerning
the termination of an Optionee's directorship on account of mandatory
retirement, total and permanent disability or death (Section 6.4) and change of
control of the Company (Section 4.3). The Board or the Committee, in its
discretion, may accelerate the times when Options are exercisable after the
initial grant thereof.


SECTION 6.3 OPTION EXERCISE

                  (a) Options may be exercised with respect to whole shares only
and within the period permitted by the exercise thereof as determined by the
Board or the Committee, and shall be exercised by written notice of intent to
exercise the Option with respect to a specified number of shares delivered to
the Company at its principal office, and payment in full to the Company at said
office of the amount of the Option price for the number of shares of Stock with
respect to which the Option is then being exercised.

                  (b) The Option price upon exercise of any Option shall be
payable to the Company in full either (i) in cash or its equivalent, (ii) by
tendering shares of previously acquired Stock which has been held by the
Optionee for a minimum of six months prior to such exercise, and having a Fair
Market Value as of the business day immediately preceding the date of exercise
equal to the total Option price, or (iii) by a combination of (i) and (ii).


SECTION 6.4 EFFECT OF DEATH OR OTHER TERMINATION OF DIRECTORSHIP

                  (a) In the event that the directorship of an Optionee to whom
an Option shall have been granted hereunder shall be terminated for any reason
(including voluntary resignation, early retirement or failure to be re-elected)
other than for cause (as defined below), mandatory retirement according to the
policy of the Board, death or disability, such Option may be exercised (to the
extent that the Optionee shall have been entitled to do so at the date of his
termination) by such Optionee at any time prior to the expiration date of the
Option or within six months after the date of such directorship termination,
whichever is earlier.

                  (b) If the directorship of an Optionee to whom an Option shall
have been granted hereunder is terminated "for cause," as defined below
(including resignation by the Optionee in connection with a finding by the Board
of "for cause"), all outstanding Options held by the


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Optionee immediately shall be forfeited to the Company and no additional
exercise period shall be allowed, regardless of the vested status of the
Options. For purposes of this Section 6.4, the term "for cause" shall be defined
as a good faith express determination by the Board that the Optionee has been
guilty of willful misconduct or dishonesty or a good faith express determination
by the Board that the Optionee has been grossly derelict in or has grossly
neglected the Optionee's duty to the Company.

                  (c) In the event that the directorship of an Optionee to whom
an Option shall have been granted hereunder shall be terminated by reason of
mandatory retirement according to the policy of the Board, such Option may be
exercised by such Optionee at any time prior to the expiration date of the
Option.

                  (d) In the event that the directorship of an Optionee to whom
an Option shall have been granted hereunder shall be terminated by the death or
total and permanent disability (as defined in Section 72(m)(7) of the Internal
Revenue Code of 1986, as amended (the "Code"), or as determined by the Board or
the Committee in its discretion) of such Optionee, such Option may be exercised
by such Optionee, his personal representatives, the executor or administrator of
the estate of the Optionee, or the person or persons to whom an Option granted
hereunder shall have been validly transferred pursuant to a will or the laws of
descent and distribution, at any time prior to the expiration date of the
Option.


SECTION 6.5 NONTRANSFERABILITY OF OPTIONS

         No Option granted hereunder may be sold, transferred, pledged, assigned
or otherwise alienated or hypothecated, other than by will or the laws of
descent and distribution. No transfer of an Option by the Optionee by will or by
the laws of descent and distribution shall be effective to bind the Company
unless the Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Board or the
Committee may deem necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and conditions of such
Option. Further, during the lifetime of an Optionee, the Option shall be
exercisable only by him.

SECTION 6.6 RIGHTS AS SHAREHOLDER

         An Optionee or a transferee of an Option shall have no rights as a
shareholder with respect to any shares subject to such Option prior to the
purchase of such shares by exercise of such Option as provided herein.




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                                   ARTICLE VII
                               STOCK CERTIFICATES

SECTION 7.1 STOCK CERTIFICATES

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

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

                  (b) the obtaining of any approval or other clearance from any
federal or state governmental agency which the Board or the Committee shall, in
its discretion, determine to be necessary or advisable;

                  (c) the lapse of such reasonable period of time following the
exercise of the Option as the Board or the Committee from time to time may
establish for reasons of administrative convenience;

                  (d) the compliance with any and all applicable federal, state
or local laws; and

                  (e) such other terms and conditions as may be set forth in the
Plan.

The Company shall further be entitled to place whatever legends on such
certificate as it shall deem reasonably necessary or appropriate.


                                  ARTICLE VIII
              TERMINATION, AMENDMENT, AND MODIFICATION OF THE PLAN


         The Board may at any time terminate, and may at any time and from time
to time and in any respect amend or modify, the Plan; provided that no
termination, amendment, or modification of the Plan shall in any manner affect
any Stock Option Agreement theretofore entered into pursuant to the Plan without
the consent of the Optionee or valid transferee of the Option.

         Upon termination of this Plan, there shall be no further deferrals
hereunder, and the Fee Deferral Accounts and Stock Deferral Accounts of Eligible
Directors shall, at the option of the Board:

         (a)      be paid out in lump sums to the Eligible Directors as promptly
                  as practicable after termination, or


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         (b)      continue to be adjusted in accordance with the provisions of
                  Section 5.2(b) until paid out in accordance with the
                  respective elections of the Eligible Directors.


                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1 OTHER COMPENSATION PLANS

         The adoption of the Plan shall not affect any other stock option or
incentive or other compensation plans in effect for the Company or any of its
subsidiaries, nor shall the Plan preclude the Company from establishing any
other forms of incentive or other compensation for employees of the Company or
any of its subsidiaries.

SECTION 9.2 PLAN BINDING ON SUCCESSORS

         The Plan shall be binding upon the successors and assigns of the
Company.

SECTION 9.3 SINGULAR, PLURAL; GENDER

         Whenever used herein, nouns in the singular shall include the plural,
and the masculine pronoun shall include the feminine gender.

SECTION 9.4 HEADINGS, ETC., NO PART OF PLAN

         Headings of Articles and Sections hereof are inserted for convenience
and references; they constitute no part of the Plan.

SECTION 9.5 INVESTMENT REPRESENTATION

         Each Stock Option Agreement may contain an agreement that, upon demand
by the Board or the Committee for such a representation, the Optionee shall
deliver to the Board at the time of any exercise of an Option a written
representation that the shares of Stock to be acquired upon such exercise are to
be acquired for investment and not for resale or with a view to the distribution
thereof. Upon such demand, delivery of such representation prior to the delivery
of any shares issued upon exercise of an Option and prior to the expiration of
the Option period shall be a condition precedent to the right of the Optionee or
such other persons to purchase any such shares.

SECTION 9.6 COMPLIANCE WITH OTHER LAWS AND REGULATIONS

         The Plan, the grant and exercise of Options hereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable federal and state laws, rules and regulations and
to such approvals by any governmental or regulatory agency or national
securities exchange as may be required. The Company shall not be required to
issue or deliver any certificates for shares of Stock prior to the completion of
any registration or


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qualification of such shares under any federal or state law, or any ruling or
regulation of any governmental body or national securities exchange which the
Company shall, in its sole discretion, determine to be necessary or advisable.

SECTION 9.7 WITHHOLDING BY THE COMPANY

         A Stock Option Agreement executed pursuant to this Plan may contain a
provision to the effect that the Optionee will consent to any withholding
actions that the Company deems reasonably necessary to enable the Company to
obtain the benefit of an income tax deduction under the Code, and any related
state or local income tax laws.



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