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                                   EXHIBIT 4.7


                EVANS BANCORP, INC. EMPLOYEE STOCK PURCHASE PLAN


1.       PURPOSE

         The purpose of the Evans Bancorp, Inc. Employee Stock Purchase Plan
(the "Plan") is to give eligible employees of Evans Bancorp, Inc., a New York
corporation (the "Corporation"), and its designated Subsidiaries an opportunity
to acquire shares of the common stock of the Corporation (the "Common Stock")
and to continue to promote the Corporation's best interests and enhance its
long-term performance. This purpose will be carried through the granting of
options ("options") to purchase shares of the Corporation's Common Stock through
payroll deductions. The Stock Purchase Plan is intended to comply with the
requirements of Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code"), applicable to employee stock purchase plans. The provisions of the
Stock Purchase Plan shall be construed so as to comply with the requirements of
Section 423 of the Code.

2.       CERTAIN DEFINITIONS

         In addition to terms defined elsewhere in the Stock Purchase Plan, the
following words and phrases shall have the meanings given below unless a
different meaning is required by the context:

         (a) "Board" means the Board of Directors of the Corporation.

         (b) "Code" means the Internal Revenue Code of 1986, as amended.

         (c) "Committee" means the Human Resources Committee of the Board.

         (d) "Common Stock" means shares of the common stock of the Corporation.

         (e) "Corporation" means Evans Bancorp, Inc., a New York corporation.

         (f) "Eligible Employee" means any employee of the Corporation or a
designated Subsidiary who has been employed at least one year prior to the Offer
Date for any Purchase Period except for any employee whose customary employment
is for not more than five months in any calendar year. For purposes of the Stock
Purchase Plan, the employment relationship shall be treated as continuing intact
while the individual is on sick leave or other leave of absence approved by the
Corporation; provided that, where the period of leave exceeds 90 days and the
individual's right to re-employment is not guaranteed either by statute or by
contract, the employment relationship shall be deemed to have terminated on the
91st day of such leave.

         (g) "Fair Market Value" of the Common Stock on a given date (the
"valuation date") shall be established in good faith by the Committee, and
unless otherwise determined by the Committee, shall be determined in accordance
with the following provisions:

             (i) If the shares of Common Stock are listed for trading on the
         New York Stock

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         Exchange or the American Stock Exchange, the Fair Market Value shall be
         the closing sales price of the shares on the New York Stock Exchange or
         the American Stock Exchange (as applicable) on the date immediately
         preceding the valuation date, or, if there is no transaction on such
         date, then on the trading date nearest preceding the valuation date for
         which closing price information is available, and, provided further, if
         the shares are quoted on the Nasdaq National Market or the Nasdaq
         SmallCap Market of the Nasdaq Stock Market but are not listed for
         trading on the New York Stock Exchange or the American Stock Exchange,
         the Fair Market Value shall be the closing sales price for such stock
         as quoted on such system on the date immediately preceding the
         valuation date or, if there is no transaction on such date, then on the
         trading date nearest preceding the valuation date for which closing
         price information is available; or

             (ii) If the shares of Common Stock are not listed or reported in
         any of the foregoing, then Fair Market Value shall be determined by the
         Committee in any other manner consistent with the Code and accompanying
         regulations.

         Notwithstanding any provision of the Stock Purchase Plan to the
contrary, no determination made with respect to the Fair Market Value of Common
Stock subject to an Option shall be inconsistent with Section 423 of the Code or
regulations thereunder.

         (h) "Offer Date" means the date of grant of an Option pursuant to the
Stock Purchase Plan. The Offer Date shall be the first date of each Purchase
Period.

         (i) "Option" means a purchase right, or option, granted hereunder which
will entitle a participant to purchase shares of Common Stock in accordance with
the terms of the Stock Purchase Plan.

         (j) "Option Price" means the price per share of Common Stock subject to
an option, as determined in accordance with Section 8(b).

         (k) "Participant" means an Eligible Employee who is a participant in
the Stock Purchase Plan.

         (l) "Plan" means the Evans Bancorp, Inc. Employee Stock Purchase Plan,
as it may be hereafter amended.

         (m) "Purchase Date" means the date of exercise of an option granted
under the Stock Purchase Plan. The Purchase Date shall be the last day of each
Purchase Period.

         (n) "Purchase Period" means each six-month period during which an
offering to purchase Common Stock is made to Eligible Employees pursuant to the
Stock Purchase Plan. There shall be two Purchase Periods in each fiscal year of
the Corporation, with the first Purchase Period in a fiscal year commencing on
or about January 1 and ending on June 30, and the second Purchase Period in a
fiscal year commencing on or about July 1 and ending on December 31 of that
year. Notwithstanding the foregoing, however, the first Purchase Period after
the effective date of the Stock Purchase Plan shall begin on or as soon as
practicable following July 1, 2003 and end on December 31, 2003, and,
accordingly, may extend for a period of less than six months. The Committee
shall have the power to change the duration of Purchase Periods (including the
commencement date thereof) with respect to future offerings provided such change

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is announced a reasonable period of time prior to the scheduled beginning of the
first Purchase Period to be affected thereafter.

         (o) "Subsidiary" means any present or future corporation which (i) is a
"subsidiary corporation" of the Corporation as that term is defined in Section
424 of the Code and (ii) is at any time designated as a corporation whose
employees may participate in the Stock Purchase Plan.

3.       EFFECTIVE DATE

         The Effective Date of the Stock Purchase Plan shall be April 22, 2003.
The Stock Purchase Plan shall have a term of 10 years unless terminated sooner
in accordance with Section 16 herein.

4.       ADMINISTRATION

         (a) The Stock Purchase Plan shall be administered by the Board or, upon
its delegation, by the Committee. References to the "Committee" shall include
the Committee, the Board if it is acting in its administrative capacity with
respect to the Stock Purchase Plan, and any delegates appointed by the Committee
pursuant to Section 4(b) herein.

         (b) In addition to action by meeting in accordance with applicable law,
any action of the Committee may be taken by a written instrument signed by all
of the members of the Committee and any action so taken by written consent shall
be as fully effective as if it had been taken by a majority of the members at a
meeting duly held and called. Subject to the provisions of the Stock Purchase
Plan, the Committee shall have full and final authority, in its discretion, to
take any action with respect to the Stock Purchase Plan, including, without
limitation, the following: (i) to establish, amend and rescind rules and
regulations for the administration of the Stock Purchase Plan; (ii) to prescribe
the form(s) of any agreements or other written instruments used in connection
with the Stock Purchase Plan; (iii) to determine the terms and provisions of the
Options granted hereunder; and (iv) to construe and interpret the Stock Purchase
Plan, the Options, the rules and regulations, and the agreements or other
written instruments, and to make all other determinations necessary or advisable
for the administration of the Stock Purchase Plan. The determinations of the
Committee on all matters regarding the Stock Purchase Plan shall be conclusive.
Except to the extent prohibited by the Stock Purchase Plan or applicable law or
rule, the Committee may appoint one or more agents to assist in the
administration of the Stock Purchase Plan and may delegate all or any part of
its responsibilities and powers to any such person or persons appointed by it.
No member of the Board or Committee, as applicable, shall be liable while acting
as administrator for any action or determination made in good faith with respect
to the Stock Purchase Plan or any Option granted thereunder.

5.       SHARES SUBJECT TO PLAN

         The aggregate number of shares of Common Stock which may be purchased
under the Stock Purchase Plan shall not exceed one hundred thousand (100,000)
shares, subject to adjustment pursuant to Section 13(a) herein. Shares of Common
Stock distributed pursuant to the Stock Purchase Plan shall be authorized but
unissued shares, treasury shares or shares purchased on the open market or by
private purchase. The Corporation hereby reserves sufficient authorized shares
of Common Stock to provide for the exercise of Options granted hereunder. In the
event that any Option granted under the Stock Purchase Plan expires unexercised
or is terminated, surrendered or canceled without being exercised, in whole or
in part, for any reason, the number of shares of Common Stock subject to such
Option shall again be

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available for grant as an Option and shall not reduce the aggregate number of
shares of Common Stock available for the grant of Options as set forth herein.
If, on a given Purchase Date, the number of shares with respect to which Options
are to be exercised exceeds the number of shares then available under the Stock
Purchase Plan, the Corporation shall make a pro rata allocation of the shares
remaining available for purchase in as uniform a manner as shall be practicable
and as it shall determine to be equitable.

6.       ELIGIBILITY

         (a) Initial Eligibility. Any Eligible Employee who is employed by the
Corporation or a designated Subsidiary on any given Offer Date for a Purchase
Period shall be eligible to be a Participant during such Purchase Period.

         (b) Certain Limitations. Any provisions of the Stock Purchase Plan to
the contrary notwithstanding:

             (i) No Eligible Employee shall be granted an Option under the Stock
         Purchase Plan to the extent that, immediately after the Option was
         granted, the individual would own stock or hold outstanding options to
         purchase stock (or both) possessing 5% or more of the total combined
         voting power or value of all classes of stock of the Corporation or of
         any parent or subsidiary of the Corporation. For purposes of this
         Section 6(b)(i), stock ownership of an individual shall be determined
         under the rules of Section 424(d) of the Code, and stock which the
         employee may purchase under outstanding options shall be treated as
         stock owned by the employee.

             (ii) No Eligible Employee shall be granted an Option under the
         Stock Purchase Plan to the extent that his rights to purchase stock
         under all employee stock purchase plans (as defined in Section 423 of
         the Code) of the Corporation and any parent or subsidiary of the
         Corporation would accrue at a rate which exceeds $25,000 of fair market
         value of such stock (determined at the time of the grant of such
         Option) for each calendar year in which such Option is outstanding at
         any time. Any Option granted under the Stock Purchase Plan shall be
         deemed to be modified to the extent necessary to satisfy this Section
         6(b)(ii).

7.       PARTICIPATION; PAYROLL DEDUCTIONS

         (a) Commencement of Participation. An Eligible Employee shall become a
Participant by completing a subscription agreement authorizing payroll
deductions on the form provided by the Corporation and filing it with the
Corporation or its designee at least five business days prior to the Offer Date
for the applicable Purchase Period. Following the filing of a valid subscription
agreement, payroll deductions for a Participant shall commence on the first
payroll period which occurs on or after the Offer Date for the applicable
Purchase Period and shall continue for successive Purchase Periods during which
the Participant is eligible to participate in the Stock Purchase Plan, unless
contributions are suspended or participation is withdrawn or terminated as
provided in Section 10(a), Section 10(b) and Section 11, respectively, herein.

         (b) Amount of Payroll Deduction; Determination of Compensation. At the
time a Participant files his subscription agreement authorizing payroll
deductions, he shall elect to have payroll deductions made on each payday that
he is a Participant during a Purchase Period at a rate of not less than 1% nor
more than 15% (in whole percentages) (or such other percentage as the Committee
may establish from time to time

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before an Offer Date) of his compensation. For the purposes herein, a
Participant's "compensation" during any Purchase Period means his regular base
pay (including all base straight time pay, gross earnings, commissions and
payments for overtimes or shift premiums, but excluding incentive compensation,
incentive payments, bonuses and other similar compensation) determined as of
each pay day or as of such other date or dates as may be determined by the
Committee; provided, however, that the method of determining compensation shall
be applied uniformly and consistently to all Participants. In the case of an
hourly employee, the Participant's compensation (as defined above) during a pay
period shall be determined by multiplying such employee's regular hourly rate of
pay in effect on the date of such payroll deduction by the number of regularly
scheduled hours actually worked by such employee (excluding overtime) during
such period. Such compensation rates shall be determined by the Committee in a
nondiscriminatory manner consistent with the provisions of Section 423 of the
Code and the regulations thereunder.

         (c) Participant's Account; No Interest. All payroll deductions made for
a Participant shall be credited to his account under the Stock Purchase Plan and
shall be withheld in whole percentages only. In no event shall interest accrue
on any payroll deductions made by a Participant.

         (d) Changes in Payroll Deductions. A Participant may suspend, withdraw
or terminate his participation in the Stock Purchase Plan as provided in Section
10 or Section 11, but no other change may be made during a Purchase Period and,
specifically, a Participant may not otherwise increase or decrease the amount of
his payroll deductions for that Purchase Period.

         (e) Cessation of Payroll Deductions. Notwithstanding the foregoing, to
the extent necessary to comply with Section 423(b)(8) of the Code and Section
6(b) herein, a Participant's payroll deductions may be decreased to zero percent
(0%) at any time during a Purchase Period. Payroll deductions shall recommence
at the rate provided in such Participant's subscription agreement at the
beginning of the first Purchase Period which is scheduled to end in the
following calendar year, unless suspended, withdrawn or terminated by the
Participant pursuant to Section 10 or Section 11 herein.

         (f) Participation During Leave of Absence. Subject to the terms of
Section 2(f) herein, if a Participant goes on a leave of absence, such
Participant shall have the right to elect (i) to withdraw or suspend the balance
in his account pursuant to Section 10 or (ii) to discontinue contributions to
the Stock Purchase Plan but remain a Participant in the Stock Purchase Plan.

8.       GRANT OF OPTIONS

         (a) Number of Shares Subject to Option. On the Offer Date of each
Purchase Period, a Participant shall be granted an Option to purchase on the
Purchase Date of such Purchase Period, at the applicable Option Price, such
number of shares of Common Stock as is determined by dividing the amount of the
Participant's payroll deductions accumulated on the Purchase Date and retained
in the Participant's account as of the Purchase Date by the applicable Option
Price (as determined in accordance with Section 8(b) herein); provided, however,
that no Participant may purchase, during a calendar year, shares of Common Stock
in excess of the limitation set forth in Section 6(b)(ii) herein, and the number
of shares subject to an Option shall be adjusted as necessary to conform to such
limitation. Exercise of the Option shall occur as provided in Section 9 herein,
unless the Participant has withdrawn or suspended contributions pursuant to
Section 10 herein or terminated employment pursuant to Section 11 herein.


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         (b) Option Price. The Option Price per share of Common Stock purchased
with payroll deductions made during such a Purchase Period for a Participant
shall be the lesser of:

             (i) 85% of the Fair Market Value per share of the Common Stock on
         the Offer Date for the Purchase Period; or

             (ii) 85% of the Fair Market Value per share of the Common Stock on
         the Purchase Date for the Purchase Period.

9.       EXERCISE OF OPTIONS

         (a) Automatic Exercise. Unless a Participant gives written notice to
the Corporation of withdrawal or suspension as provided in Section 10 or
terminates employment as provided in Section 11, his Option for the purchase of
Common Stock shall be exercised automatically on the Purchase Date applicable to
such Purchase Period, and the maximum number of whole shares of Common Stock
subject to the Option shall be purchased for the Participant at the applicable
Option Price with the accumulated payroll deductions in his account at that time
(subject to the limitations set forth in Section 6(b) and Section 8(a) herein).

         (b) Termination of Option. An Option granted during any Purchase Period
shall expire at the end of the last day of the Purchase Period, except as
otherwise provided in Sections 10 and 11.

         (c) Fractional Shares. Fractional shares will not be issued under the
Stock Purchase Plan. Any excess payroll deductions in a Participant's account
which are not sufficient to purchase a whole share will automatically be
re-invested in a subsequent Purchase Period unless the Participant withdraws or
suspends his payroll deductions pursuant to Section 10 herein or terminates
employment pursuant to Section 11 herein.

         (d) Delivery of Stock. The shares of Common Stock purchased by each
Participant shall be credited to such Participant's account maintained by the
Corporation, a stock brokerage or other financial services firm designated by
the Corporation (the "Designated Broker") or other designee of the Corporation
on, or as soon as practicable following, the Purchase Date for a Purchase
Period. A Participant will be issued a certificate for his shares when his
participation in the Stock Purchase Plan is terminated, the Stock Purchase Plan
is terminated, or upon request. After the close of each Purchase Period, a
report will be sent to each Participant stating the entries made to such
Participant's account, the number of shares of Common Stock purchased and the
applicable option price.

         (e) Rights as a Shareholder. No Participant or other person shall have
any rights as a shareholder unless and until certificates for shares of Common
Stock have been issued to him or credited to his account.

10.      SUSPENSION; WITHDRAWAL

         (a) Suspension. A Participant may elect to suspend his payroll
contributions at any time during a Purchase Period by giving timely written
notice to the Corporation or its designee. Unless the Committee determines
otherwise, such notice of suspension must be given at least five business days
before the Purchase Date for the Purchase Period. In the event of such
suspension of contributions, any amounts held in the Participant's account on
the applicable Purchase Date will be used to purchase shares of Common Stock in
accordance with Section 9 herein (based on the contributions which have
accumulated during such Purchase

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Period prior to the Participant's election to suspend contributions), unless the
Participant requests that such amounts be returned to him (without interest). A
Participant's election to suspend contributions during any Purchase Period will
not have any effect upon his eligibility to participate in any succeeding
Purchase Period or in any similar plan which may hereafter be adopted by the
Corporation. Notwithstanding the foregoing, however, if a Participant elects to
suspend contributions during a Purchase Period, payroll deductions shall not
resume at the beginning of a succeeding Purchase Period unless the Participant
delivers to the Corporation a new subscription agreement and otherwise complies
with the terms of the Stock Purchase Plan.

         (b) Withdrawal. A Participant may withdraw all but not less than all
payroll deductions and shares credited to his account during a Purchase Period
in accordance with such procedures as may be determined by the Committee. Unless
the Committee determines otherwise, a withdrawal must be made at least five
business days prior to the Purchase Date of such Purchase Period. In the event
of such withdrawal, (i) all of the Participant's payroll deductions credited to
his account will be paid to him promptly (without interest) after receipt of his
notice of withdrawal, (ii) certificates for shares held in the Participant's
account shall be distributed to him, (iii) such Participant's Option for the
Purchase Period shall be automatically terminated, and (iv) no further payroll
deductions will be made during such Purchase Period. The Corporation may, at its
option, treat any attempt to borrow by an employee on the security of his
accumulated payroll deductions as an election to withdraw. A Participant's
withdrawal from any Purchase Period will not have any effect upon his
eligibility to participate in any succeeding Purchase Period or in any similar
plan which may hereafter be adopted by the Corporation. Notwithstanding the
foregoing, however, if a Participant withdraws during a Purchase Period, payroll
deductions shall not resume at the beginning of a succeeding Purchase Period
unless the Participant delivers to the Corporation a new subscription agreement
and otherwise complies with the terms of the Stock Purchase Plan.

11.      TERMINATION OF EMPLOYMENT

         Upon termination of a Participant's employment for any reason
(including death), or in the event that a Participant ceases to be an Eligible
Employee, the Participant's participation in the Stock Purchase Plan shall
terminate. In such event, all payroll deductions credited to his account during
the Purchase Period (without interest) but not yet used to exercise an Option
and a certificate(s) for shares (if shares are held in Participant's account
rather than distributed) shall be delivered to him, or, in the case of his
death, to such person or persons entitled to receive such benefits pursuant to
Section 17 herein. Any unexercised Options granted to a Participant during such
Purchase Period shall be deemed to have expired on the date of the Participant's
termination of employment (unless terminated earlier pursuant to Sections 9(b)
or 10 herein), and no further payroll deductions will be made for the
individual's account.

12.      TRANSFERABILITY

         No Option (or rights attendant to an Option) shall be transferable
(including by assignment, pledge or hypothecation), except as provided by will
or the applicable laws of descent and distribution. No Option shall be subject
to execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of an Option, or levy of attachment
or similar process upon the Option not specifically permitted herein, shall be
null and void and without effect, except that the Corporation may treat such act
as an election to withdraw funds during a Purchase Period in accordance with
Section 10 hereof. During a Participant's lifetime, his Option(s) may be
exercised only by him.

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13.      DILUTION AND OTHER ADJUSTMENTS

         (a) General. If there is any change in the outstanding shares of Common
Stock of the Corporation as a result of a merger, consolidation, reorganization,
stock dividend, stock split distributable in shares, reverse stock split, or
other similar change in the capital stock structure of the Corporation, then the
number of shares of Common Stock reserved for issuance under the Stock Purchase
Plan shall be correspondingly adjusted, and the Committee shall make such
adjustments to Options (including but not limited to the Option Price and the
number of shares of Common Stock covered by each unexercised Option), and to any
provisions of this Plan as the Committee deems equitable to prevent dilution or
enlargement of Options or as may be otherwise advisable.

         (b) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of the Corporation, or the merger of the
Corporation with or into another corporation, each outstanding Option shall be
assumed or an equivalent option substituted (in either case under terms
substantially similar to the terms of the Stock Purchase Plan) by the successor
corporation or a parent or subsidiary of the successor corporation. In the event
that the successor corporation fails to agree to assume or substitute the
Option, the Purchase Period then in progress shall be shortened by setting a new
Purchase Date (the "New Purchase Date") and the Purchase Period then in progress
shall end on the New Purchase Date. The New Purchase Date shall be before the
date of the Corporation's proposed sale or merger. The Corporation shall notify
each Participant in writing, at least ten (10) business days prior to the New
Purchase Date, that the Purchase Date for the Participant's Option has been
changed to the New Purchase Date and that the Participant's Option shall be
exercised automatically on the New Purchase Date, unless prior to such date the
Participant has withdrawn or suspended contributions as provided in Section 10
or terminated employment as provided in Section 11.

14.      SHAREHOLDER APPROVAL OF ADOPTION OF PLAN

         The Stock Purchase Plan is subject to the approval of the Stock
Purchase Plan by the shareholders of the Corporation within 12 months of the
date of adoption of the Stock Purchase Plan by the Board. The Stock Purchase
Plan shall be null and void and of no effect if the foregoing condition is not
fulfilled.

15.      LIMITATIONS ON OPTIONS

         Notwithstanding any other provisions of the Stock Purchase Plan:

         (a) The Corporation intends that Options granted and Common Stock
issued under the Stock Purchase Plan shall be treated for all purposes as
granted and issued under an employee stock purchase plan within the meaning of
Section 423 of the Code and regulations issued thereunder. Any provisions
required to be included in the Stock Purchase Plan under Section 423 and
regulations issued thereunder are hereby included as fully as though set forth
in the Stock Purchase Plan.

         (b) All employees shall have the same rights and privileges under the
Stock Purchase Plan, except that the amount of Common Stock which may be
purchased by any employee pursuant to any Option granted under the Stock
Purchase Plan shall bear a uniform relationship to the compensation of
employees. All rules and determinations of the Committee in the administration
of the Stock Purchase Plan shall be uniformly and consistently applied to all
persons in similar circumstances.

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16.      AMENDMENT AND TERMINATION OF THE STOCK PURCHASE PLAN

         The Board may at any time and from time to time modify, amend, suspend
or terminate the Stock Purchase Plan or any Option granted hereunder, provided
that (i) shareholder approval shall be required of any amendment to the Stock
Purchase Plan to the extent required under Section 423 of the Code or other
applicable law, rule or regulation; and (ii) no amendment to an Option may
materially adversely affect any Option outstanding at the time of the amendment
without the consent of the holder thereof, except to the extent otherwise
provided in the Stock Purchase Plan. Upon termination of the Stock Purchase
Plan, certificate(s) for the full number of whole shares of Common Stock held
for each Participant's benefit, the cash equivalent of any fractional shares
held for each Participant and the cash, if any, credited to such Participant's
account shall be distributed promptly to such Participant.

17.      BENEFICIARY DESIGNATION

         The Committee, in its sole discretion, may authorize a Participant to
designate in writing a person or persons as such Participant's beneficiary,
which beneficiary shall be entitled to the rights, if any, of the Participant in
the event of the Participant's death to which the Participant would otherwise be
entitled. The Committee shall have sole discretion to approve the form or forms
of such beneficiary designations, to determine whether such beneficiary
designations will be accepted, and to interpret such beneficiary designations.
If a deceased Participant fails to designate a beneficiary, or if the designated
beneficiary does not survive the Participant, any rights that would have been
exercisable by the Participant and any benefits distributable to the Participant
shall be exercised by or distributed to the legal representative of the estate
of the Participant.

18.      OTHER RESTRICTIONS ON OPTIONS AND SHARES

         The Corporation may impose such restrictions on any Options and shares
of Common Stock acquired upon exercise of Options as it may deem advisable,
including without limitation restrictions under the federal securities laws, the
requirements of any stock exchange or similar organization and any blue sky or
state securities laws applicable to such shares. Notwithstanding any other Plan
provision to the contrary, the Corporation shall not be obligated to issue,
deliver or transfer shares of Common Stock under the Stock Purchase Plan or make
any other distribution of benefits under the Stock Purchase Plan, or take any
other action, unless such delivery, distribution or action is in compliance with
all applicable laws, rules and regulations (including but not limited to the
requirements of the Securities Act of 1933, as amended). The Corporation may
cause a restrictive legend to be placed on any certificate issued pursuant to an
award hereunder in such form as may be prescribed from time to time by
applicable laws and regulations or as may be advised by legal counsel.

19.      UNFUNDED PLAN; OTHER COMPENSATION AND BENEFIT PLANS

         (a) Neither a Participant nor any other person shall, by reason of the
Stock Purchase Plan, acquire any right in or title to any assets, funds or
property of the Corporation or any Subsidiary, including, without limitation,
any specific funds, assets or other property which the Corporation or any
Subsidiary, in their discretion, may set aside in anticipation of a liability
under the Stock Purchase Plan. A Participant shall have only a contractual right
to the Common Stock or amounts, if any, payable under the Stock Purchase Plan,
unsecured by any assets of the Corporation or any Subsidiary. Nothing contained
in the Stock Purchase Plan shall constitute a guarantee that the assets of such
corporations shall be sufficient to pay any benefits to any person.

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         (b) The amount of any compensation deemed to be received by a
participant pursuant to an award shall not constitute compensation with respect
to which any other employee benefits of such participant are determined,
including, without limitation, benefits under any bonus, pension, profit
sharing, life insurance or salary continuation plan, except as otherwise
specifically provided by the terms of such plan or as may be determined by the
Committee.

         (c) The adoption of the Stock Purchase Plan shall not affect any other
stock incentive or other compensation plans in effect for the Corporation or any
Subsidiary, nor shall the Stock Purchase Plan preclude the Corporation from
establishing any other forms of stock incentive or other compensation for
employees or service providers of the Corporation or any Subsidiary.

20.      NO OBLIGATION TO EXERCISE OPTIONS

         The granting of an Option shall impose no obligation upon a Participant
to exercise such Option.

21.      USE OF FUNDS

         The proceeds received by the Corporation from the sale of Common Stock
pursuant to Options will be used for general corporate purposes, and the
Corporation shall not be obligated to segregate such payroll deductions.

22.      WITHHOLDING TAXES

         Upon the exercise of any Option under the Stock Purchase Plan, in whole
or in part, or at the time of disposition of some or all of the Common Stock
acquired pursuant to exercise of an Option, a Participant must make adequate
provision for the federal, state or other tax withholding obligations, if any,
which arise from the exercise of the option or the disposition of the Common
Stock. The Corporation shall have the right to require the Participant to remit
to the Corporation, or to withhold from the Participant (or both) amounts
sufficient to satisfy all federal, state and local withholding tax requirements
prior to the delivery or transfer of any certificate or certificates for shares
of Common Stock.

23.      NO RIGHT OF CONTINUED EMPLOYMENT

         Nothing in the Stock Purchase Plan or any Option shall confer upon an
employee the right to continue in the employment of the Corporation or any
Subsidiary or interfere in any way with the right of the Corporation or any
Subsidiary to terminate the Participant's employment at any time. Except as
otherwise provided in the Stock Purchase Plan, all rights of a Participant with
respect to Options granted hereunder shall terminate upon the termination of
employment of the Participant.

24.      GENDER AND NUMBER

         Where the context admits, words in any gender shall include any other
gender, words in the singular shall include the plural and the plural shall
include the singular.

25.      SUCCESSORS AND ASSIGNS

         The Stock Purchase Plan shall be binding upon the Corporation, its
successors and assigns, and Participants, their executors, administrators and
permitted transferees and beneficiaries.

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26.      SEVERABILITY

         If any provision of the Stock Purchase Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of the Stock Purchase Plan, and the Stock Purchase Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.

27.      APPLICABLE LAW

         To the extent not inconsistent with Section 423 of the Code and
regulations thereunder, the Stock Purchase Plan shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the principles of conflicts of laws.


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