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                               KH FUNDING COMPANY
                          1998 STOCK AND INCENTIVE PLAN

Section 1. Purpose

          The purpose of the KH Funding Company 1998 Stock and Incentive Plan
(the "Plan") is to attract and retain outstanding individuals as Key Employees
of KH Funding Company (the "Company") and its Affiliates, as hereinafter
defined, and to motivate such individuals to achieve the long-term performance
goals of the Company by providing incentives to such individuals in the form of
stock ownership or monetary payments based on the value of the capital stock of
the Company or its financial performance, or both, on the terms and conditions
set forth herein.

Section 2. Definitions

          As used in the Plan and unless the context clearly indicates
otherwise, the following terms shall have the respective meanings set forth
below:

          (a) "Affiliate" shall mean any entity that, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with, the Company.

          (b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit or Performance Award granted under the
Plan.

          (c) "Award Agreement" shall mean any written agreement, contract or
other instrument or document evidencing any Award granted under the Plan.

          (d) "Beneficiary" shall mean the person designated by the Participant,
on a form provided by the Company, to exercise the Participant's rights in
accordance with Section 7(f) of the Plan in the event of death, or, if no such
person is designated, the estate or personal representatives of such
Participant.

          (e) "Board of Directors" shall mean the Board of Directors of the
Company.

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

          (g) "Commission" shall mean the United States Securities and Exchange
Commission or any successor agency.

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          (h) "Committee" shall mean the Compensation Committee of the Board of
Directors. The Committee shall be composed of two or more directors, all of whom
shall be "non-employee directors" within the meaning of Rule 16b-3 and "outside
directors" within the meaning of Section 162(m)(4)(C) of the Code and any
regulations issued thereunder.

          (i) "Disability" shall mean a total and permanent disability within
the meaning of the Company's long-term disability plan, as amended from time to
time.

          (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          (k) "Fair Market Value" shall mean the average of the highest and
lowest selling prices of the Shares as reported on the NASDAQ National Market or
such national securities exchange as may be designated by the Committee or, in
the event that the Shares are not listed for trading on a national securities
exchange or the NASDAQ National Market, the average of the highest and lowest
quoted bid prices of the Shares as reported by the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") or, if not listed on
NASDAQ, the fair market value of the Shares as determined in good faith by the
Board of Directors or the Committee, in any such case as of the valuation date.

          (l) "Incentive Stock Option" shall mean a stock option granted under
Section 7(a) of the Plan that is intended to meet the requirements of Section
422 of the Code or any successor provision thereto.

          (m) "Key Employee" shall mean any officer or other employee of the
Company or any Affiliate who is described in Section 6 of the Plan.

          (n) "Non-Qualified Stock Option" shall mean a stock option granted
under Section 7(a) of the Plan that is not intended to be an Incentive Stock
Option.

          (o) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.

          (p) "Participant" shall mean a Key Employee who is designated to be
granted or has received an Award under the Plan.

          (q) "Performance Award" shall mean any Award granted under Section
7(e) of the Plan.

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          (r) "Person" shall mean any individual, corporation, partnership,
limited liability company, association, joint-stock company, trust,
unincorporated organization or government or political subdivision thereof.

          (s) "Released Securities" shall mean Restricted Stock with respect to
which all applicable restrictions have expired, lapsed or been waived.

          (t) "Restricted Stock" shall mean any Shares granted and issued under
Section 7(c) of the Plan.

          (u) "Restricted Stock Unit" shall mean any Award granted under Section
7(c) of the Plan that is denominated in Shares.

          (v) "Restriction Period" shall mean, with respect to Restricted Stock
or Restricted Stock Units, that period of time determined by the Committee
pursuant to Section 7(c) of the Plan.

          (w) "Retirement" shall mean termination of a Participant's employment
with the Company or any Affiliate at his or her "normal retirement date" as
defined in the Company's section 401(k) plan or any successor plan.

          (x) "Termination" shall mean any resignation or discharge from
employment with the Company or any Affiliate except in the event of Disability,
Retirement or death.

          (y) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Commission
under the Exchange Act or any successor rule or regulation thereto.

          (z) "Shares" shall mean shares of the Class B common stock of the
Company and such other securities or property as may become the subject of
Awards pursuant to an adjustment made under Section 8 of the Plan.

          (aa) "Stock Appreciation Right" shall mean any Award granted under
Section 7(b) of the Plan.

Section 3. Effective Date; Stockholder Approval; Termination

          (a) Effective Date and Stockholder Approval. Subject to the approval
of the Plan by the stockholders of the Company in accordance with the provisions
of Rule 16b-3, the Plan shall be effective as of January 1, 1998.

          (b) Termination. No Award shall be granted under the Plan after
January 1, 2008; provided, however, that any Award granted on or before
January 1,

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2008 may extend beyond such date unless expressly provided otherwise herein or
in the applicable Award Agreement; provided further, to the extent set forth in
Section 8 hereof, the authority of the Committee to amend, alter, adjust,
suspend, discontinue or terminate any Award or to waive any conditions or
restrictions with respect to any Award, and the authority of the Board of
Directors to amend the Plan, shall extend beyond such date.

Section 4. Administration

          (a) The Plan shall be administered by the Committee; provided,
however, that if at any time the Committee shall not be in existence, the
functions of the Committee as specified in the Plan shall be exercised by those
members of the Board of Directors who qualify as "non-employee directors" under
Rule 16b-3 and as "outside directors" under Section 162(m)(4)(C) of the Code and
any regulations issued thereunder.

          Subject to the terms of the Plan and applicable law, the Committee
shall have full power and authority with respect to the Plan, including, without
limitation, the power to:

               (i) designate Participants;

               (ii) determine the types of Awards to be granted to each
Participant under the Plan;

               (iii) determine the number of Shares to be covered by (or with
respect to which payments, rights or other matters are to be calculated in
connection with) Awards;

               (iv) determine the terms and conditions of any Award;

               (v) determine whether, to what extent, under what circumstances
and the method by which Awards may be settled or exercised in cash, Shares,
other securities, other Awards or other property, or canceled, forfeited or
suspended;

               (vi) determine whether, to what extent and under what
circumstances cash, Shares, other securities, other Awards, other property and
other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee;

               (vii) interpret and administer the Plan and any instrument or
agreement relating to, and any Award made under, the Plan (including, without
limitation, any Award Agreement);

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               (viii) establish, amend, suspend and waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and

               (ix) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the Plan.

          Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan, or any Award, shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon all Persons,
including the Company, any Affiliate, any Participant, any holder or Beneficiary
of any Award, any stockholder and any employee of the Company or any Affiliate.

          (b) No member of the Committee shall be liable for any action or
determination made in good faith, and the members of the Committee shall be
entitled to indemnification and reimbursement in the manner provided in the
Company's Charter and Bylaws, as amended from time to time.

          (c) The Committee may designate persons other than its members to
carry out its responsibilities under such conditions or limitations as it may
set, except that the Committee may not delegate: (i) its authority with regard
to Awards (including decisions concerning the timing, pricing and amount of
Awards) granted to Key Employees who are officers or directors for purposes of
Section 16(b) of the Exchange Act; or (ii) its authority pursuant to Section 8
to amend the Plan.

Section 5. Grants of Awards; Shares Available for Award

          (a) The Committee may, from time to time, grant Awards to one or more
Key Employees; provided, however, that:

               (i) subject to any adjustment pursuant to Section 8, the
aggregate number of Shares available with respect to which Awards may be granted
under the Plan shall be 100,000;

               (ii) to the extent that any Shares covered by an Award granted
under the Plan, or to which any Award relates, are forfeited, or if an Award
otherwise terminates, expires or is canceled prior to the delivery of all of the
Shares or of other consideration issuable or payable pursuant to such Award,
then the number of Shares counted against the number of Shares available under
the Plan in connection with the grant of such Award, to the extent of any such
forfeiture, termination, expiration or cancellation, shall be available for
granting of Awards under the Plan;

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               (iii) Shares which have been issued, or any other shares of the
capital stock of the Company which a Participant tenders to the Company in
satisfaction of income and payroll tax withholding obligations or in
satisfaction of the exercise price of any Award shall be available for granting
of Awards under the Plan;

               (iv) notwithstanding anything herein to the contrary, the
Committee may limit the application of Sections 5(ii) and 5(iii) in any manner
that it considers necessary or appropriate to ensure that the Plan complies with
the requirements of Rule 16b-3 under the Exchange Act or any successor
provision; and

               (v) notwithstanding anything herein to the contrary, any Shares
ceasing to be subject to an Award due to the exercise of an Award or expiration
of a Restriction Period shall no longer be available for granting of Awards
under the Plan.

          (b) For purpose of this Section 5:

               (i) if an Award is denominated in Shares, the number of Shares
covered by such Award, or to which such Award relates, shall be counted on the
date of grant of such Award against the number of Shares available for granting
of Awards under the Plan; and

               (ii) if an Award is not denominated in Shares, the number of
Shares shall be counted on the date of grant of such Award against the number of
Shares available for granting Awards under the Plan equal to the quotient of the
Fair Market Value (calculated as of the date of grant) of the maximum amount of
cash or other consideration payable pursuant to such Award, divided by the Fair
Market Value of one Share on the date of grant.

          (c) Any Shares delivered by the Company pursuant to an Award may
consist, in whole or in part, of authorized and unissued Shares or of treasury
Shares. In determining the size of any Award, the Committee may take into
account a Participant's responsibility level, performance, potential, cash
compensation level, the Fair Market Value of the Shares at the time of the Award
and such other considerations as it deems appropriate.

Section 6. Eligibility

          Any Key Employee, including any executive officer or employee-director
of the Company or any Affiliate, who is not a member of the Committee and who,
in the opinion of the Committee, contributes to the continued growth,
development and financial success of the Company or an Affiliate shall be
eligible to be designated as a Participant.

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Section 7. Awards

          (a) Options. The Committee is hereby authorized to grant Options to
Participants in the form of either Non-Qualified Stock Options or Incentive
Stock Options with the terms and conditions set forth in this Section 7 and with
such additional terms and conditions, in either case not inconsistent with the
provisions of the Plan, as the Committee shall determine.

               (i) Limitations on Incentive Stock Options.

               (A)  In the event the Committee grants Incentive Stock Options,
                    the aggregate Fair Market Value (determined at the time the
                    Incentive Stock Options are granted) of the Shares
                    underlying any such Incentive Stock Options, together with
                    the shares underlying any incentive stock options (as
                    defined in Section 422 of the Code) under any other plans of
                    the Company or any Affiliate, which shall be first
                    exercisable by any one Participant shall not, during any
                    calendar year, exceed $100,000, or such other limitation as
                    may be provided in the Code.

               (B)  The grant of Incentive Stock Options hereunder shall be
                    subject to guidelines adopted by the Committee with respect
                    to the timing and size of Incentive Stock Options.

               (C)  The terms of any Incentive Stock Option granted under the
                    Plan shall comply in all respects with the provisions of
                    Section 422 of the Code, or any successor provision thereto,
                    and any regulations promulgated thereunder.

               (ii) Exercise Price. The exercise price per Share purchasable
under an Option shall be determined by the Committee; provided, however, that
such exercise price shall not be less than the Fair Market Value of a Share on
the date of grant of the Option (or, if the Committee so determines, in the case
of any Option granted in tandem with or in substitution for another Award or any
outstanding award granted under any other plan of the Company, on the date of
grant of such other Award or award).

               (iii) Option Term. The term of each Option shall be fixed by the
Committee; provided, however, that in no event shall the term of an Incentive
Stock Option exceed a period of ten years from the date of its grant.

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               (iv) Exercisability and Method of Exercise. Except for such
limitations as may be set forth herein, an Option shall become exercisable in
such manner and within such period or periods and in such installments as shall
be determined by the Committee and set forth in the Award Agreement evidencing
the Option. The Committee also shall determine the method or methods by which,
and the form or forms in which, payment of the exercise price with respect to
any Option may be made or deemed to have been made.

          (b) Stock Appreciation Rights. The Committee is hereby authorized to
grant Stock Appreciation Rights to Participants. Subject to the terms of the
Plan and any applicable Award Agreement, a Stock Appreciation Right granted
under the Plan shall confer on the holder thereof a right to receive, upon
exercise thereof, the difference of (i) the Fair Market Value of one Share on
the date of exercise or, if the Committee shall so determine in the case of any
such right other than one related to any Incentive Stock Option, at any time
during a specified period before or after the date of exercise, less (ii) the
grant price of the right as specified by the Committee, which shall not be less
than the Fair Market Value of one Share on the date of grant of the Stock
Appreciation Right (or, if the Committee so determines, in the case of any Stock
Appreciation Right granted in tandem with or in substitution for another Award
or any outstanding award granted under any other plan of the Company, on the
date of grant of such other Award or award). Subject to the terms of the Plan
and any applicable Award Agreement, the grant price, term, methods of exercise,
methods of settlement and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate, including, without limitation, restricting the
time of exercise of the Stock Appreciation Right to specified periods as may be
necessary to satisfy the requirements of Rule 16b-3.

          (c) Restricted Stock and Restricted Stock Units.

               (i) Issuance. The Committee is hereby authorized to grant Awards
of Restricted Stock and Restricted Stock Units to Participants, such Awards,
including the total number of Shares to which they pertain, to be evidenced by
an Award Agreement.

               (ii) Restrictions. Shares of Restricted Stock and Restricted
Stock Units shall be issued in the name of the Participant without payment of
consideration, and shall be subject to such restrictions as the Committee may
impose (including, without limitation, a Restriction Period, any limitation on
the right to vote a Share of Restricted Stock or the right to receive any
dividend or other right or property), which restrictions may lapse separately or
in combination at such time or times, in such installments or otherwise, as the
Committee may deem appropriate. Different Restricted Stock or

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Restricted Stock Unit Awards may, among other things, have different Restriction
Periods.

               (iii) Registration. Any Restricted Stock granted under the Plan
may be evidenced in such manner as the Committee may deem appropriate,
including, without limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event any stock certificate is issued to
evidence Shares of Restricted Stock granted under the Plan, such certificate
shall be registered in the name of the Participant and shall bear an appropriate
legend (as determined by the Committee) referring to the terms, conditions and
restrictions applicable to such Restricted Stock. Upon completion of the
applicable Restriction Period, the related restriction or restrictions upon the
Award shall expire and new certificates representing the Award shall be issued
without the applicable restrictive legend described herein. Such Shares shall be
delivered in accordance with the terms and conditions of such Participant's
Award Agreement.

          (d) Other Stock or Stock-Based Awards. An Award other than as
described in (a) through (c) above may be granted pursuant to which Shares are,
or in the future may be acquired, or which is valued or determined in whole or
in part by reference to, or otherwise based upon, Shares.

          (e) Code Section 162(m) Requirements. The Committee in its sole
discretion shall determine whether Awards made pursuant to the Plan shall be
designed to meet the requirements of performance-based compensation within the
meaning of Section 162(m) of the Code and any regulations issued thereunder.

          (f) Termination of Employment. The Agreement relating to an Award will
set forth provisions governing the disposition of an Award in the event of the
retirement, disability, death or other termination of a Participant's
employment.

          (g) Election to Recognize Income. If a Participant makes an election
in a timely manner pursuant to Section 83(b) of the Code to recognize income for
tax purposes when an Award is first made, the Participant shall notify the
Company within 10 days of the making of such election.

          (h) General.

               (i) Award Agreements. Each Award granted under the Plan shall be
evidenced by an Award Agreement in such form as shall have been approved by the
Committee.

               (ii) Awards May Be Granted Separately or Together. Awards may be
granted either alone or in addition to, in tandem with, or in substitution for
any other Award or any award granted under any other plan of the Company or any
Affiliate.

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Awards granted in addition to or in tandem with other Awards, or in addition to
or in tandem with awards granted under any other plan of the Company or any
Affiliate, may be granted either at the same time as or at a different time from
the grant of such other Awards or awards.

               (iii) Forms of Payment Under Awards. Subject to the terms of the
Plan and of any applicable Award Agreement, payments or transfers to be made by
the Company or any Affiliate upon the grant, exercise or payment of an Award may
be made in such form or forms as the Committee shall determine, including,
without limitation, cash, Shares, other securities, other Awards or other
property, or any combination thereof, and may be made in a single payment or
transfer, in installments or on a deferred basis, in each case in accordance
with the rules and procedures established by the Committee. Such rules and
procedures may include, without limitation, provisions for the payment or
crediting of interest in installments or deferred payments.

               (iv) Limits on Transfer of Awards. No Award (other than Released
Securities), except as otherwise provided by the Committee in its discretion,
and no right under any such Award, shall be assignable, alienable, saleable or
transferable by a Participant otherwise than by will or by the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
in the Code or Title I of ERISA (or, in the case of an Award of Restricted
Stock, to the Company); provided, however, that, if so determined by the
Committee, a Participant may, in the manner established by the Committee,
designate a Beneficiary to exercise the rights of the Participant, and to
receive any property distributable with respect to any Award upon the death of
the Participant. Each Award, and each right under any Award, shall be
exercisable, during the Participant's lifetime, only by the Participant or, if
permissible under applicable law, by the Participant's guardian or legal
representative. No Award (other than Released Securities), and no right under
any such Award, may be pledged, alienated, attached or otherwise encumbered, and
any purported pledge, alienation, attachment or encumbrance thereof shall be
void and unenforceable against the Company or any Affiliate.

               (v) Term of Awards. Except as otherwise provided herein, the term
of each Award shall be for such period as may be determined by the Committee.

               (vi) Share Certificates and Representation by Participants. All
certificates for Shares or other securities delivered under the Plan pursuant to
any Award or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations and other requirements of the Commission, any stock exchange
or other market upon which such Shares or other securities are then listed or
traded, and any applicable federal or state securities laws, and the Committee
may cause a legend or legends to be inscribed upon any such certificate(s) to
make appropriate reference to such restrictions. The Committee

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may require each Participant or other Person who acquires Shares or other
securities under the Plan to represent to the Company in writing that such
Participant or other Person is acquiring the Shares or other securities without
a view to the distribution thereof.

Section 8. Amendment and Termination; Adjustments; Corrections

          (a) Amendments to the Plan. The Committee may, at any time or from
time to time, amend, alter, suspend, discontinue or terminate the Plan in whole
or in part; provided, however, that no amendment, alteration, suspension,
discontinuation or termination of the Plan shall in any manner (except as
otherwise provided in this Section 8) adversely affect the rights of any
Participant under any Award granted and then outstanding under the Plan, without
the consent of the respective Participant; provided further, however, that any
amendment which under the requirements of applicable law or stock exchange or
NASDAQ rule or policy must be approved by the stockholders of the Company shall
not be effective unless and until such stockholder approval has been obtained in
compliance with such law. No termination or amendment of the Plan may, without
the consent of the Participant to whom an Award has been granted, adversely
affect the rights of such Participant under such Award.

          (b) Certain Adjustments of Awards.

               (i) In the event the Company or any Affiliate shall assume
outstanding employee awards or the right or obligation to make future such
awards in connection with the acquisition of another business or business
entity, the Committee may make such adjustments in the terms of Awards, not
inconsistent with the terms of the Plan, as it shall deem appropriate in order
to achieve reasonable comparability or other equitable relationship between the
assumed awards and the Awards granted under the Plan, as so adjusted.

               (ii) In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company,
or other similar corporate transaction, change in applicable laws, regulations
or financial accounting principles or other event affects the Shares, such that
an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee may, in such manner as
it may deem equitable, adjust any or all of: (A) the number and type of Shares
(or other securities or property) which thereafter may be made the subject of
Awards under the Plan; (B) the number and type of Shares (or other securities or
property) subject to outstanding

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Awards; and (C) the grant, purchase or exercise price with respect to any Award,
or, if deemed appropriate, make provision for a cash payment to the holder of an
outstanding Award; provided, however, in each case, that with respect to Awards
of Incentive Stock Options, no such adjustment shall be authorized to the extent
that such authority would cause the Plan to violate Section 422(b)(1) of the
Code or any successor provision thereto; provided further, that the number of
Shares subject to any Award denominated in Shares shall always be a whole
number. The foregoing adjustments shall be determined by the Committee in its
sole discretion.

          (c) Correction of Defects, Omissions and Inconsistencies. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in any Award or Award Agreement in the manner and to the extent it
shall deem desirable to carry the Plan into effect.

Section 9. General Provisions

          (a) No Rights to Awards. No Key Employee, Participant or other Person
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Key Employees, Participants or holders
or Beneficiaries of Awards under the Plan. The terms and conditions of Awards
need not be the same with respect to each Participant.

          (b) Withholding. No later than the date as of which an amount first
becomes includable in the gross income of a Participant for federal income tax
purposes with respect to any Award under the Plan, the Participant shall pay to
the Company, or make arrangements satisfactory to the Company regarding the
payment of, any federal, state, local or foreign taxes of any kind required by
law to be withheld with respect to such amount. Unless otherwise determined by
the Committee, withholding obligations arising with respect to Awards under the
Plan may be settled with Shares (other than Restricted Stock), including Shares
that are part of, or are received upon exercise of, the Award that gives rise to
the withholding requirement. The obligations of the Company under the Plan shall
be conditioned on such payment or arrangements, and the Company and any
Affiliate shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the Participant. The Committee may
establish such procedures as it deems appropriate for the settling of
withholding obligations with Shares, including, without limitation, the
establishment of such procedures as may be necessary to satisfy the requirements
of Rule 16b-3.

          (c) Acceleration. Except as otherwise provided hereunder, the
Committee may, in its discretion, accelerate the time at which an outstanding
Award granted hereunder may be exercised. With respect to Restricted Stock, in
the event of a public tender offer for all or any portion of the Shares of the
Company, or in the event that any proposal to merge or consolidate the Company
with another entity is submitted

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to the stockholders of the Company for a vote, the Committee, in its sole
discretion, may shorten or eliminate the Restriction Period consistent with the
best interests of the Company.

          (d) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or any Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.

          (e) Unfunded Status of the Plan. Unless otherwise determined by the
Committee, the Plan shall be unfunded and shall not create (or be construed to
create) a trust or a separate fund or funds. The Plan shall not establish any
fiduciary relationship between the Company and any Participant or other Person.
To the extent any Person holds any right by virtue of the grant of an Award
under the Plan, such right (unless otherwise determined by the Committee) shall
be no greater than the right of an unsecured general creditor of the Company.

          (f) Government and Other Regulations. The obligation of the Company to
make payment of Awards in Shares or otherwise shall be subject to all applicable
laws, rules and regulations, and to such approvals by any government agencies as
may be required. If Shares awarded hereunder may in certain circumstances be
exempt from registration under the Securities Act of 1933, as amended, the
Company may restrict its transfer in such manner as it deems advisable to ensure
such exempt status.

          (g) No Restriction on Right of Company to Effect Corporate Changes.
The Plan shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of stock
or options, warrants or rights to purchase stock or of bonds, debentures,
preferred or prior preference stocks whose rights are superior to or affect the
Shares or the rights thereof or which are convertible into or exchangeable for
the Shares, or dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

          (h) Governing Law. The validity, construction and effect of the Plan,
and any rules and regulations relating to the Plan, shall be determined in
accordance with the laws of the State of Maryland, exclusive of its conflicts of
law provisions, and applicable Federal law.

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

          (j) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan, any Award Agreement or any Award, and the
Committee shall determine whether cash, other securities or other property shall
be paid or transferred in lieu of any fractional Shares, or whether such
fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

          (k) Headings. Headings are given to the sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

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