Exhibit 10(xii)




MOOG INC.

1998 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

 

	Option No. 	Agreement Date: 
	 	 
	Optionor: Moog Inc. 	Date of Grant: 
	 	 
	Optionee:	Expiration Date: 
	 	(or sooner as provided in the Plan)
	Number of Shares Optioned: _____ 	 
	Shares of Class A Common Stock, 	Option Price Per Share: $_____
	$1.00 Par Value	 


 

        AGREEMENT, made and entered into
between Optionor and Optionee evidencing the grant of an Option under the Moog
Inc. 1998 Stock Option Plan approved by the Shareholders on February 11, 1998
(the "Plan"), for the number of shares, at the price and for the period of time
indicated above.

        THIS AGREEMENT IS SUBJECT TO THE
MOOG INC. 1998 STOCK OPTION PLAN, INCORPORATED HEREIN BY REFERENCE, WITH THE
SAME FORCE AND EFFECT AS IF HEREIN SET FORTH IN FULL.

        IN WITNESS WHEREOF, Optionor has
caused this Agreement to be executed by its duly authorized officers and
Optionee has hereunto set his hand as of the Agreement date.

 

	MOOG INC.	 	 
	 	 	 
	OPTIONOR	 	 
	 	 	 
	By:	 	 	 	(L.S.)
	 	 	OPTIONEE 
	
    (Directors)





 

MOOG INC.

1998 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

 


        AGREEMENT, made and entered into
as of the Agreement Date by and between Optionor and Optionee;


DEFINED TERMS


        The capitalized terms used in this
Agreement will have the meaning indicated on the cover sheet or in the following
text.


RECITALS


        A.    
On February 11, 1998, at the annual meeting of Optionor, the shareholders
approved the 1998 Stock Option Plan ("Plan") and authorized a Stock Option
Committee of the Board of Directors ("Committee") to grant to certain directors,
officers and key employees of Optionor options to purchase shares of the $1.00
par value Common Stock of the Optionor ("Shares"), in such amounts, at such
prices, exercisable at such times and under such form of agreement as the
Committee shall determine.

        B.    
The Committee, acting pursuant to the authority given to it, has approved this
form of Stock Option Agreement ("Agreement") and has determined that an option
to purchase certain Shares shall be granted to Optionee.

(Directors)

-2-



        NOW,
THEREFORE, for good and valuable consideration and in consideration of the
mutual promises and representations herein contained, it is agreed by and
between the parties as follows:

        Section
1.     Grant and Option Price. Optionor hereby grants
to Optionee an option ("Option") to purchase the Shares optioned at the Option
Price shown on the cover page of this Agreement. 

        Section
2.     Payment of Option Price. The Option Price
shall be paid in full by Optionee (or by any other person entitled, pursuant to
the terms of the Plan, to exercise the Option) to Optionor at the time of and to
the extent of the exercise of this Option and before delivery of the Shares
purchased.

        Section
3.     Investment Intent. Absent advice from legal
counsel to the Optionor that the Shares are the subject of an effective
registration statement filed with the Securities and Exchange Commission,
Optionee shall exercise this Option and acquire the Shares for his own account
for investment and not with a view of the resale or distribution thereof, and
shall make such representations and undertakings to that effect as legal counsel
for Optionor may then advise as necessary or desirable. The certification for
the Shares issued pursuant to an exercise of this Option, if required by legal
counsel to the Optionor, shall bear an appropriate legend regarding this intent.

        Section
4.     Exercise. Subject to the other provisions of
this Agreement and the Plan, the Option may be exercised only in full Share lots
of the Shares Optioned, in accordance with the following provisions:

           
(a)     Date Exercisable. No Option shall be
exercisable (i) before one(1) year after the 

-3-



Date of Grant, or (ii) after the Expiration Date ("Exercise Period"); provided,
however, that in no event shall the Option be exercisable after the
expiration of ten (10) years from the Date of Grant. 

           
(b)     Retirement, Death, Disability, Change in Control.
Notwithstanding the Exercise Period provided in Section 4(a), Options shall
become fully exercisable upon the day before the date of Optionee's retirement,
death or disability or upon a Change in Control (as defined in the Plan).
Optionee shall thereupon have twelve (12) months from the effective date of any
such event to exercise the Option.

           
(c)     Number of Options Exercised. Each
installment, once accrued, shall be exercisable in whole at any time, or in part
from time to time (in blocks of 25 shares or any multiple thereof) during the
Exercise Period.

           
(d)     Method of Exercise. This Option shall be
exercised only upon receipt by the corporate Treasurer of Optionor of written
notification from Optionee of his exercise of the same.

        Section
5.     Regulatory Requirements. As a condition
precedent to the exercise of this Option, either in whole or in part, Optionee
shall comply with all regulations and requirements of any regulatory authority
having control or supervision of the issuance of the common stock of Optionor
and, in connection therewith, shall execute any documents Optionor, in its sole
discretion, shall deem necessary or advisable.

        Section
6.     Right of Optionor. The grant of an option
pursuant to the Plan shall not affect in any way the right or power of Optionor
to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure, or to merge or to consolidate, or to dissolve,

-4-



 liquidate or sell, or transfer all or any
part of its business or assets. The Board of Directors may make such
adjustments, not only with regard to the Shares Optioned, but also with regard
to the Option Price, and any such change, when so made by
the Board of Directors, shall be automatically deemed incorporated in the
provisions of this Agreement.



        Section
7.     Not Employment Agreement. The granting to
Optionee of this Option to purchase Shares shall not constitute or be evidence
of any agreement or understanding, express or implied, on the part of Optionor
to employ Optionee for any specified period.

        Section
8.     Listing of Shares. This Option shall be
subject to the requirement that if at any time the Board of Directors of
Optionor shall determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with the granting of
this Option or the purchase of Shares hereunder, this Option may not be
exercised in whole or in part unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors.

        Section
9.     Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the respective heirs, legal
representatives, successors and assigns of the parties hereto.

        Section
10.     Plan Controlling. This Agreement is entered
into and delivered pursuant to the terms of the Plan, and shall be in all
respects interpreted in accordance therewith. A copy of the Plan has been
furnished Optionee, receipt of which is acknowledged by the signing of this
Agreement. The Plan is, by reference, incorporated in and made a part hereof,
and if any inconsistency between this Agreement and the Plan exists, the Plan
shall govern and control.

-5-





        Section 11.    
Pronouns. All pronouns and any
variations thereof used herein shall be deemed to refer to the masculine,
feminine, neuter, singular and plural, as the identity of the person or persons
may required.


-6-





MOOG INC.

1998 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

 

	Option No. 	Agreement Date: 
	 	 
	Optionor: Moog Inc. 	Date of Grant: 
	 	 
	Optionee:	Expiration Date: 
	 	(or sooner as provided in the Plan)
	Number of Shares Optioned: _____ 	 
	Shares of Class A Common Stock, 	Option Price Per Share: $_____
	$1.00 Par Value	 


               
AGREEMENT, made and entered into between Optionor and Optionee evidencing the
grant of an Option under the Moog Inc. 1998 Stock Option Plan approved by the
Shareholders on February 11, 1998 (the "Plan"), for the number of shares, at the
price and for the period of time indicated above.

               
THIS AGREEMENT IS SUBJECT TO THE MOOG INC. 1998 STOCK OPTION PLAN, INCORPORATED
HEREIN BY REFERENCE, WITH THE SAME FORCE AND EFFECT AS IF HEREIN SET FORTH IN
FULL.

               
IN WITNESS WHEREOF, Optionor has caused this Agreement to be executed by its
duly authorized officers and Optionee has hereunto set his hand as of the
Agreement date.

 

	MOOG INC.	 	 
	 	 	 
	OPTIONOR	 	 
	 	 	 
	By:	 	 	 	(L.S.)
	 	 	OPTIONEE 
	


    (Officers)





 

 

MOOG INC.

1998 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

 


       
AGREEMENT, made and entered into as of the Agreement Date by and between
Optionor and Optionee;


DEFINED TERMS


        The
capitalized terms used in this Agreement will have the meaning indicated on the
cover sheet or in the following text.


RECITALS


        A.    
On February 11, 1998, at the annual meeting of Optionor, the shareholders
approved the 1998 Stock Option Plan ("Plan") and authorized a Stock Option
Committee of the Board of Directors ("Committee") to grant to certain officers
and key employees of Optionor options to purchase shares of the $1.00 par value
Common Stock of the Optionor ("Shares"), in such amounts, at such prices,
exercisable at such times and under such form of agreement as the Committee
shall determine.

        B.    
The Committee, acting pursuant to the authority given to it, has approved this
form of Incentive Stock Option Agreement ("Agreement") and has determined that
an option to purchase certain Shares shall be granted to Optionee.

(Officers)

-2-



        NOW,
THEREFORE, for good and valuable consideration and in consideration of the
mutual promises and representations herein contained, it is agreed by and
between the parties as follows:

        Section
1.     Grant and Option Price. Optionor hereby grants
to Optionee an option ("Option") to purchase the Shares optioned at the Option
Price shown on the cover page of this Agreement. 

        Section
2.     Payment of Option Price. The Option Price
shall be paid in full by Optionee (or by any other person entitled, pursuant to
the terms of the Plan, to exercise the Option) to Optionor at the time of and to
the extent of the exercise of this Option and before delivery of the Shares
purchased.

        Section
3.     Investment Intent. Absent advice from legal
counsel to the Optionor that the Shares are the subject of an effective
registration statement filed with the Securities and Exchange Commission,
Optionee shall exercise this Option and acquire the Shares for his own account
for investment and not with a view of the resale or distribution thereof, and
shall make such representations and undertakings to that effect as legal counsel
for Optionor may then advise as necessary or desirable. The certification for
the Shares issued pursuant to an exercise of this Option, if required by legal
counsel to the Optionor, shall bear an appropriate legend regarding this intent.

        Section
4.     Exercise. Subject to the other provisions of
this Agreement and the Plan, the Option may be exercised only in full Share lots
of the Shares Optioned, in accordance with the following provisions:



           
(a)     Annual Installments. No Option shall be
exercisable (i) before the dates hereinafter  


-3-





indicated, or (ii) after the Expiration Date
("Exercise Period"); provided, however, that in no event shall
the Option be exercisable after the expiration of ten (10) years from the Date
of Grant. Within the Exercise Period, unless the Committee establishes
otherwise, the Option will become exercisable by Optionee in annual installments
on the anniversaries of the Date of Grant in accordance with the following
schedule:





	Date First 

    Exercisable 	 	Number of

    Shares Exercisable
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





           
(b)     Retirement, Death, Disability, Involuntary
Termination, Change in Control. Notwithstanding the schedule of vesting
provided in Section 4(a), Options shall become fully exercisable upon the day
before the date of the termination of Optionee's employment with Optionor by
reason of Optionee's retirement, death, disability or involuntary termination of
employment (other than a termination for cause), or upon a Change in Control (as
defined in the Plan). Optionee shall thereupon have twelve (12) months from the
effective date of any such event to exercise the Option.

           
(c)     Number of Options Exercised. Each
installment, once accrued, shall be exercisable in whole at any time, or in part
from time to time (in blocks of 25 shares or any multiple thereof) during the
Exercise Period.

-4-



        Section
5.     Regulatory Requirements. As a condition
precedent to the exercise of this Option, either in whole or in part, Optionee
shall comply with all regulations and requirements of any regulatory authority
having control or supervision of the issuance of the common stock of Optionor
and, in connection therewith, shall execute any documents Optionor, in its sole
discretion, shall deem necessary or advisable.

        Section
6.     Right of Optionor. The grant of an option
pursuant to the Plan shall not affect in any way the right or power of Optionor
to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure, or to merge or to consolidate, or to dissolve,
liquidate or sell, or transfer all or any part of its business or assets. The
Board of Directors may make such adjustments, not only with regard to the Shares
Optioned, but also with regard to the Option Price, and any such change, when so
made by the Board of Directors, shall be automatically deemed incorporated in
the provisions of this Agreement.

        Section
7.     Not Employment Agreement. The granting to
Optionee of this Option to purchase Shares shall not constitute or be evidence
of any agreement or understanding, express or implied, on the part of Optionor
to employ Optionee for any specified period.

        Section
8.     Listing of Shares. This Option shall be
subject to the requirement that if at any time the Board of Directors of
Optionor shall determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with the granting of
this Option or the purchase of Shares hereunder, this Option may not be
exercised in whole or in part unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors.

-5-



        Section
9.     Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the respective heirs, legal
representatives, successors and assigns of the parties hereto.

         Section
10.     Incentive Stock Option. It is intended that
this Agreement meet the applicable requirements of and qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as amended,
and this Agreement shall in all respects be so interpreted and construed as to
be consistent with such intention. If the exercisability of the Option is
accelerated by reason of the events described in Section 4(a) hereof, the Option
shall continue to be treated as an incentive stock option to the maximum extent
permissible in accordance with Section 422, and the balance of the Option shall
be treated as a non-qualified stock option under the Plan.

        Section
11.     Plan Controlling. This Agreement is entered
into and delivered pursuant to the terms of the Plan, and shall be in all
respects interpreted in accordance therewith. A copy of the Plan has been
furnished Optionee, receipt of which is acknowledged by the signing of this
Agreement. The Plan is, by reference, incorporated in and made a part hereof,
and if any inconsistency between this Agreement and the Plan exists, the Plan
shall govern and control.

        Section
12.     Pronouns. All pronouns and any variations
thereof used herein shall be deemed to refer to the masculine, feminine, neuter,
singular and plural, as the identity of the person or persons may required.



-6-

 

MOOG INC.



2003 STOCK OPTION PLAN



STOCK OPTION AGREEMENT

 

	Option No. 	Agreement Date: 
	 	 
	Optionor: Moog Inc. 	Date of Grant: 
	 	 
	Optionee:	Expiration Date: 
	 	(or sooner as provided in the Plan)
	Number of Shares Optioned: _____ 	 
	Shares of Class A Common Stock, 	Option Price Per Share: $_____
	$1.00 Par Value	 


 

        AGREEMENT, made and entered into
between Optionor and Optionee evidencing the grant of an Option under the Moog
Inc. 2003 Stock Option Plan approved by the Shareholders on February 5, 2003
(the "Plan"), for the number of shares, at the price and for the period of time
indicated above.

        THIS AGREEMENT IS SUBJECT TO THE
MOOG INC. 2003 STOCK OPTION PLAN, INCORPORATED HEREIN BY REFERENCE, WITH THE
SAME FORCE AND EFFECT AS IF HEREIN SET FORTH IN FULL.

        IN WITNESS WHEREOF, Optionor has
caused this Agreement to be executed by its duly authorized officers and
Optionee has hereunto set his hand as of the Agreement date.

 

	MOOG INC.	 	 
	 	 	 
	OPTIONOR	 	 
	 	 	 
	By:	 	 	 	(L.S.)
	 	 	OPTIONEE 
	
    (Directors)





 

MOOG INC.

2003 STOCK OPTION PLAN

STOCK OPTION AGREEMENT


       
AGREEMENT, made and entered into as of the Agreement Date by and between
Optionor and Optionee;


DEFINED TERMS


        The
capitalized terms used in this Agreement will have the meaning indicated on the
cover sheet or in the following text.


        A.    
On February 5, 2003, at the annual meeting of Optionor, the shareholders
approved the 2003 Stock Option Plan ("Plan") and authorized a Stock Option
Committee of the Board of Directors ("Committee") to grant to certain directors,
officers and key employees of Optionor options to purchase shares of the $1.00
par value Common Stock of the Optionor ("Shares"), in such amounts, at such
prices, exercisable at such times and under such form of agreement as the
Committee shall determine.


        B.    
The Committee, acting pursuant to the authority given to it, has approved
this form of Stock Option Agreement ("Agreement") and has determined that an
option to purchase certain Shares shall be granted to Optionee.

(Directors)

-2-





        NOW,
THEREFORE, for good and valuable consideration and in consideration of the
mutual promises and representations herein contained, it is agreed by and
between the parties as follows:


        Section
1. Grant and Option Price. Optionor hereby grants to Optionee an
option ("Option") to purchase the Shares optioned at the Option Price shown on
the cover page of this Agreement.


        Section
2. Payment of Option Price. The Option Price shall be paid in full
by Optionee (or by any other person entitled, pursuant to the terms of the Plan,
to exercise the Option) to Optionor at the time of and to the extent of the
exercise of this Option and before delivery of the Shares purchased.


        Section
3. Investment Intent. Absent advice from legal counsel to the
Optionor that the Shares are the subject of an effective registration statement
filed with the Securities and Exchange Commission, Optionee shall exercise this
Option and acquire the Shares for his own account for investment and not with a
view of the resale or distribution thereof, and shall make such representations
and undertakings to that effect as legal counsel for Optionor may then advise as
necessary or desirable. The certification for the Shares issued pursuant to an
exercise of this Option, if required by legal counsel to the Optionor, shall
bear an appropriate legend regarding this intent.


        Section
4. Exercise. Subject to the other provisions of this Agreement and
the Plan, the Option may be exercised only in full Share lots of the Shares
Optioned, in accordance with the following provisions:


               
(a)     Date Exercisable. No Option shall be
exercisable (i) before one(1) year after the Date of Grant, or (ii) after the
Expiration Date ("Exercise Period"); provided, however, that in no 

-3-



event shall the Option be exercisable after the
expiration of ten (10) years from the Date of Grant. 


               
(b)     Retirement, Death, Disability, Change in
Control. Notwithstanding the Exercise Period provided in Section 4(a),
Options shall become fully exercisable upon the day before the date of
Optionee's retirement, death or disability or upon a Change in Control (as
defined in the Plan). Optionee shall thereupon have twelve (12) months from the
effective date of any such event to exercise the Option.


               
(c)     Number of Options Exercised. Each
installment, once accrued, shall be exercisable in whole at any time, or in part
from time to time (in blocks of 25 shares or any multiple thereof) during the
Exercise Period.


               
(d)     Method of Exercise. This Option shall
be exercised only upon receipt by the corporate Treasurer of Optionor of written
notification from Optionee of his exercise of the same.


        Section
5.     Regulatory Requirements. As a condition
precedent to the exercise of this Option, either in whole or in part, Optionee
shall comply with all regulations and requirements of any regulatory authority
having control or supervision of the issuance of the common stock of Optionor
and, in connection therewith, shall execute any documents Optionor, in its sole
discretion, shall deem necessary or advisable.


        Section
6.     Right of Optionor. The grant of an
option pursuant to the Plan shall not affect in any way the right or power of
Optionor to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, or to merge or to consolidate, or to
dissolve, liquidate or sell, or transfer all or any part of its business or
assets. The Board of Directors may 

-4-



make such adjustments, not only with regard to the
Shares Optioned, but also with regard to the Option Price, and any such change,
when so made by the Board of Directors, shall be automatically deemed
incorporated in the provisions of this Agreement.


        Section
7.     Not Employment Agreement. The granting
to Optionee of this Option to purchase Shares shall not constitute or be
evidence of any agreement or understanding, express or implied, on the part of
Optionor to employ Optionee for any specified period.


        Section
8.     Listing of Shares. This Option shall be
subject to the requirement that if at any time the Board of Directors of
Optionor shall determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with the granting of
this Option or the purchase of Shares hereunder, this Option may not be
exercised in whole or in part unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors.


        Section
9.     Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the respective heirs, legal
representatives, successors and assigns of the parties hereto.


        Section
10.     Plan Controlling. This Agreement is
entered into and delivered pursuant to the terms of the Plan, and shall be in
all respects interpreted in accordance therewith. A copy of the Plan has been
furnished Optionee, receipt of which is acknowledged by the signing of this
Agreement. The Plan is, by reference, incorporated in and made a part hereof,
and if any inconsistency between this Agreement and the Plan exists, the Plan
shall govern and control.


        Section
11.     Pronouns. All pronouns and any
variations thereof used herein shall be deemed to refer to the masculine,
feminine, neuter, singular and plural, as the identity of the person or persons
may required.


-5-






MOOG INC.

2003 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

 

	Option No. 	Agreement Date: 
	 	 
	Optionor: Moog Inc. 	Date of Grant: 
	 	 
	Optionee:	Expiration Date: 
	 	(or sooner as provided in the Plan)
	Number of Shares Optioned: _____ 	 
	Shares of Class A Common Stock, 	Option Price Per Share: $_____
	$1.00 Par Value	 


        AGREEMENT, made and entered into
between Optionor and Optionee evidencing the grant of an Option under the Moog
Inc. 2003 Stock Option Plan approved by the Shareholders on February 5, 2003
(the "Plan"), for the number of shares, at the price and for the period of time
indicated above.

        THIS AGREEMENT IS SUBJECT TO THE
MOOG INC. 2003 STOCK OPTION PLAN, INCORPORATED HEREIN BY REFERENCE, WITH THE
SAME FORCE AND EFFECT AS IF HEREIN SET FORTH IN FULL.

        IN WITNESS WHEREOF, Optionor has
caused this Agreement to be executed by its duly authorized officers and
Optionee has hereunto set his hand as of the Agreement date.

 

	MOOG INC.	 	 
	 	 	 
	OPTIONOR	 	 
	 	 	 
	By:	 	 	 	(L.S.)
	 	 	OPTIONEE 
	


    (Officer)








 

MOOG INC.

2003 STOCK OPTION PLAN

STOCK OPTION AGREEMENT


       
AGREEMENT, made and entered into as of the Agreement Date by and between
Optionor and Optionee;


DEFINED TERMS


        The
capitalized terms used in this Agreement will have the meaning indicated on the
cover sheet or in the following text.


RECITALS


        A.    
On February 5, 2003, at the annual meeting of Optionor, the shareholders
approved the 2003 Stock Option Plan ("Plan") and authorized a Stock Option
Committee of the Board of Directors ("Committee") to grant to certain officers
and key employees of Optionor options to purchase shares of the $1.00 par value
Common Stock of the Optionor ("Shares"), in such amounts, at such prices,
exercisable at such times and under such form of agreement as the Committee
shall determine.


        B.    
The Committee, acting pursuant to the authority given to it, has approved
this form of Incentive Stock Option Agreement ("Agreement") and has determined
that an option to purchase certain Shares shall be granted to Optionee.



(Officers)



        NOW,
THEREFORE, for good and valuable consideration and in consideration of the
mutual promises and representations herein contained, it is agreed by and
between the parties as follows:


        Section
1.     Grant and Option Price. Optionor hereby
grants to Optionee an option ("Option") to purchase the Shares optioned at the
Option Price shown on the cover page of this Agreement. 


        Section
2.     Payment of Option Price. The Option
Price shall be paid in full by Optionee (or by any other person entitled,
pursuant to the terms of the Plan, to exercise the Option) to Optionor at the
time of and to the extent of the exercise of this Option and before delivery of
the Shares purchased.


        Section
3.     Investment Intent. Absent advice from
legal counsel to the Optionor that the Shares are the subject of an effective
registration statement filed with the Securities and Exchange Commission,
Optionee shall exercise this Option and acquire the Shares for his own account
for investment and not with a view of the resale or distribution thereof, and
shall make such representations and undertakings to that effect as legal counsel
for Optionor may then advise as necessary or desirable. The certification for
the Shares issued pursuant to an exercise of this Option, if required by legal
counsel to the Optionor, shall bear an appropriate legend regarding this intent.


        Section
4.     Exercise. Subject to the other
provisions of this Agreement and the Plan, the Option may be exercised only in
full Share lots of the Shares Optioned, in accordance with the following
provisions:

-2-




           
(a)     Annual Installments. No Option shall
be exercisable (i) before the dates hereinafter indicated, or (ii) after the
Expiration Date ("Exercise Period"); provided, however, that in no event shall
the Option be exercisable after the expiration of ten (10) years from the Date
of Grant. Within the Exercise Period, unless the Committee establishes
otherwise, the Option will become exercisable by Optionee in annual installments
on the anniversaries of the Date of Grant in accordance with the following
schedule:



	Date First

    Exercisable	 	Number of

    Shares Exercisable
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





        (b)    
Retirement, Death, Disability, Involuntary Termination, Change in
Control. Notwithstanding the schedule of vesting provided in Section 4(a),
Options shall become fully exercisable upon the day before the date of the
termination of Optionee's employment with Optionor by reason of Optionee's
retirement, death, disability or involuntary termination of employment (other
than a termination for cause), or upon a Change in Control (as defined in the
Plan). Optionee shall thereupon have twelve (12) months from the effective date
of any such event to exercise the Option.


        (c)    
Number of Options Exercised. Each installment, once accrued, shall
be exercisable in whole at any time, or in part from time to time (in blocks of
25 shares or any multiple thereof) during the Exercise Period.


        (d)    
Method of Exercise. This Option shall be exercised only upon
receipt by the corporate Treasurer of Optionor of written notification from
Optionee of his exercise of the same.

-3-




        Section
5.     Regulatory Requirements. As a condition
precedent to the exercise of this Option, either in whole or in part, Optionee
shall comply with all regulations and requirements of any regulatory authority
having control or supervision of the issuance of the common stock of Optionor
and, in connection therewith, shall execute any documents Optionor, in its sole
discretion, shall deem necessary or advisable.


        Section
6.     Right of Optionor. The grant of an
option pursuant to the Plan shall not affect in any way the right or power of
Optionor to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, or to merge or to consolidate, or to
dissolve, liquidate or sell, or transfer all or any part of its business or
assets. The Board of Directors may make such adjustments, not only with regard
to the Shares Optioned, but also with regard to the Option Price, and any such
change, when so made by the Board of Directors, shall be automatically deemed
incorporated in the provisions of this Agreement.


        Section
7.     Not Employment Agreement. The granting
to Optionee of this Option to purchase Shares shall not constitute or be
evidence of any agreement or understanding, express or implied, on the part of
Optionor to employ Optionee for any specified period.


        Section
8.     Listing of Shares. This Option shall be
subject to the requirement that if at any time the Board of Directors of
Optionor shall determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with the granting of
this Option or the purchase of Shares hereunder, this Option may not be
exercised in whole or in part unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors.


        Section
9.     Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the respective heirs, legal
representatives, successors and assigns of the parties hereto.

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        Section
10.     Incentive Stock
Option. It is intended that this Agreement meet the applicable requirements
of and qualify as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended, and this Agreement shall in all respects be so
interpreted and construed as to be consistent with such intention. If the
exercisability of the Option is accelerated by reason of the events described in
Section 4(a) hereof, the Option shall continue to be treated as an incentive
stock option to the maximum extent permissible in accordance with Section 422,
and the balance of the Option shall be treated as a non-qualified stock option
under the Plan.


        Section
11.     Plan Controlling. This Agreement is
entered into and delivered pursuant to the terms of the Plan, and shall be in
all respects interpreted in accordance therewith. A copy of the Plan has been
furnished Optionee, receipt of which is acknowledged by the signing of this
Agreement. The Plan is, by reference, incorporated in and made a part hereof,
and if any inconsistency between this Agreement and the Plan exists, the Plan
shall govern and control.


        Section
12.     Pronouns. All pronouns and any
variations thereof used herein shall be deemed to refer to the masculine,
feminine, neuter, singular and plural, as the identity of the person or persons
may required.


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