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EXHIBIT 10.7

                         CITIZENS & NORTHERN CORPORATION
                            1995 STOCK INCENTIVE PLAN

1)   Purpose. The purpose of this Stock Incentive Plan (the "Plan") is to
     advance the development, growth and financial condition of Citizens &
     Northern Corporation (the "Corporation") and each subsidiary thereof as
     defined in Section 424 of the Internal Revenue Code of 1986, as amended
     (the "Code"), by providing incentives through participation in the
     appreciation of capital stock of the Corporation so as to secure, retain
     and motivate personnel who may be responsible for the operation and
     management of the affairs of the Corporation and any such subsidiary now or
     hereafter existing ("Subsidiary").

2)   Term. The Plan shall become effective as of the date it is adopted by the
     Corporation's Board of Directors (the "Board"), so long as the
     Corporation's stockholders duly approve the Plan within twelve (12) months
     either before or after the date of the Board's adoption of the Plan. Any
     and all options and rights awarded under the Plan ("Awards") before it is
     so approved by the Corporation's stockholders shall be conditional upon and
     may not be exercised before timely obtainment of such approval, and shall
     lapse upon the failure thereof. If the Plan is so approved, it shall
     continue in effect until all Awards either have lapsed or been exercised,
     satisfied or cancelled according to their terms under the Plan.

3)   Stock. The shares of stock that may be issued under the Plan shall not
     exceed in the aggregate 60,000 shares of the Corporation's common stock,
     par value $1.00 per share (the "Stock"), as may be adjusted pursuant to
     paragraph 18 hereof. Such shares of Stock may be either authorized and
     unissued shares of Stock, or authorized shares of Stock issued by the
     Corporation and subsequently reacquired by it as treasury stock. Under no
     circumstances shall any fractional shares of Stock be issued or sold under
     the Plan or any Award. Except as may be otherwise provided in the Plan, any
     Stock subject to an Award that for any reason lapses or terminates prior to
     its exercise as to such Stock shall become and again be available under the
     Plan. The Corporation shall reserve and keep available, and shall duly
     apply for any requisite governmental authority to issue or sell the number
     of shares of Stock needed to satisfy the requirements of the Plan while in
     effect. The Corporation's failure to obtain any such governmental authority
     deemed necessary by the Corporation's legal counsel for the lawful issuance
     and sale of Stock under the Plan shall relieve the Corporation of any duty,
     or liability for the failure to issue or sell such Stock as to which such
     authority has not been obtained.

4)   Administration. The Plan shall be administered by a committee (the
     Committee") consisting of not fewer than two (2) directors from the Board
     serving for such terms as determined, selected and appointed by the Board.
     The Board shall fill all vacancies occurring in the Committee's membership,
     and at any time and for any reason may add additional members to the
     Committee or may remove members from the Committee and appoint their
     successors. To serve on the Committee, a person must be a director of the
     Corporation and during the year prior to commencing service on the
     Committee, was not granted or awarded any Awards, allocations or other
     options or rights of or with respect to Stock or any other capital stock of
     the Corporation or its affiliates pursuant to the Plan or any other plan of
     the Corporation or its affiliates which provides for discretionary grants
     or awards. A majority of the Committee's membership shall constitute a
     quorum for the transaction of all business of the Committee, and all
     decisions and actions taken by the Committee shall be determined by a
     majority of the members of the Committee attending a meeting at which a
     quorum of the Committee is present.

     The Committee shall be responsible for the management and operation of the
     Plan and, subject to its provisions, shall have full, absolute and final
     power and authority, exercisable in its sole discretion: to interpret and
     construe the provisions of the Plan, adopt, revise and rescind rules and
     regulations relating to the Plan and its administration, and decide all
     questions of fact arising in the application thereof; to determine what, to
     whom, when and under what facts and circumstances Awards shall be made, and
     the form, number, terms, conditions and duration thereof, including but not
     limited to when exercisable, the number of shares of Stock subject thereto,
     and Stock option purchase prices; to adopt, revise and rescind procedural
     rules for the transaction of the Committee's business, subject to any
     directives of the Board not inconsistent with the provisions or intent of
     the Plan or applicable provisions of law; and to make all other
     determinations and decisions, take all actions and do all things necessary
     or appropriate in and for the administration of the Plan. The Committee's
     determinations, decisions and actions under the Plan, including but not
     limited to those described above, need not be uniform or consistent, but
     may be different and selectively made and applied, even in similar
     circumstances and among similarly situated persons. Unless contrary to the
     provisions of the Plan, all decisions, determinations and actions made or
     taken by the Committee shall be final and binding upon the Corporation and
     all interested persons, and their heirs, personal and legal
     representatives, successors, assigns and beneficiaries. No member of the
     Committee or of the Board shall be liable for any decision, determination
     or action made or taken in good faith by such person under or with respect
     to the Plan or its administration.

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5)   Awards. Awards may be made under the Plan in the form of: (a)"Qualified
     Options" to purchase Stock that are intended to qualify for certain tax
     treatment as incentive stock options under Sections 421 and 422 of the
     Code, (b) "Non-Qualified Options" to purchase Stock that are not intended
     to qualify under Sections 421-424 of the Code, (c) Stock appreciation
     rights ("SARs"), or (d) "Restricted Stock". More than one Award may be
     granted to an eligible person, and the grant of any Award shall not
     prohibit the grant of any other Award, either to the same person or
     otherwise, or impose any obligation upon the person to whom granted to
     exercise the Award. All Awards and the terms and conditions thereof shall
     be set forth in written agreements, in such form and content as approved by
     the Committee from time to time, and shall be subject to the provisions of
     the Plan whether or not contained in such agreements. Multiple Awards for a
     particular person may be set forth in a single written agreement or in
     multiple agreements, as determined by the Committee, but in all cases each
     agreement for one or more Awards shall identify each of the Awards thereby
     represented as a Qualified Option, Non-Qualified Option, SAR, or Restricted
     Stock, as the case may be. Every Award made to a person (a "Recipient")
     shall be exercisable during his or her lifetime only by the Recipient, and
     shall not be salable, transferable or assignable by the Recipient except by
     his or her Will or pursuant to applicable laws of descent and distribution.

6)   Eligibility. Persons eligible to receive Awards shall be those key officers
     and other employees of the Corporation and each Subsidiary as determined by
     the Committee. In no case, however, shall any current member of the
     Committee be eligible to receive any Awards. A person's eligibility to
     receive Awards shall not confer upon him or her any right to receive any
     Awards; rather, the Committee shall have the sole authority, exercisable in
     its discretion consistent with the provisions of the Plan, to select when,
     to whom and under what facts and circumstances Awards will be made. Except
     as otherwise provided, a person's eligibility to receive, or actual receipt
     of Awards under the Plan shall not limit or affect his or her benefits
     under or eligibility to participate in any other incentive or benefit plan
     or program of the Corporation or its affiliates.

7).  Qualified Options. In addition to other applicable provisions of the Plan,
     all Qualified Options and Awards thereof shall be under and subject to the
     following terms and conditions:

     a.)  No Qualified Option shall be awarded more than ten (10) years after
          the date the Plan is adopted by the Board or the date the Plan is
          approved by the Corporation's stockholders, whichever date is earlier:

     b.)  The time period during which any Qualified Option is exercisable, as
          determined by the Committee, shall not commence before the expiration
          of six (6) months or continue beyond the expiration of ten (10) years
          after the date such Option is awarded:

     c.)  If the Recipient of a Qualified Option ceases to be employed by the
          Corporation or any Subsidiary for any reason other than his or her
          death, the Committee may permit the Recipient thereafter to exercise
          such Option during its remaining term for a period of not more than
          three (3) months after such cessation of employment to the extent that
          the Option was then and remains exercisable, unless such employment
          cessation was due to the Recipient's disability as defined in Section
          22(e)(3) of the Code, in which case such three (3) month period shall
          be twelve (12) months; if the Recipient dies while employed by the
          Corporation or a Subsidiary, the Committee may permit the Recipient's
          qualified personal representatives, or any persons who acquire the
          Qualified Option pursuant to his or her Will or laws of descent and
          distribution, thereafter to exercise such Option during its remaining
          term for a period of not more than twelve (12) months after the
          Recipient's death to the extent that the Option was then and remains
          exercisable; the Committee may impose terms and conditions upon and
          for said exercise of such Qualified Option after such cessation of the
          Recipient's employment or his or her death;

     d.)  The purchase price of a share of Stock subject to any Qualified
          Option, as determined by the Committee, shall not be less than the
          Stock's fair market value at the time such Option is awarded as
          determined under paragraph 13 hereof, or less than the Stock's par
          value.

8).  Non-Qualified Options. In addition to other applicable provisions of the
     Plan, all Non-Qualified Options and Awards thereof shall be under and
     subject to the following terms and conditions:

     a)   The time period during which any Non-Qualified Option is exercisable,
          as determined by the Committee, shall not commence before the
          expiration of six (6) months or continue beyond the expiration of ten
          (10) years after the date such Option is awarded;

     b)   If a Recipient of a Non-Qualified Option, before its lapse or full
          exercise, ceases to be eligible under the Plan, the Committee may
          permit the Recipient thereafter to exercise such Option during its
          remaining term, to the extent that the Option was then and remains
          exercisable, for such time period and under such terms and conditions
          as may be prescribed by the Committee;

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     c)   The purchase price of a share of Stock subject to any Non-Qualified
          Option, as determined by the Committee, shall not be less than the
          Stock's par value.

9)   Stock Appreciation Rights. In addition to other applicable provisions of
     the Plan, all SARs and Awards thereof shall be under and subject to the
     following terms and conditions:

     a)   SARs may be granted either alone, or in connection with another
          previously or contemporaneously granted Award (other than another SAR)
          so as to operate in tandem therewith by having the exercise of one
          affect the right to exercise the other, as and when the Committee may
          determine; however, no SAR shall be awarded in connection with a
          Qualified Option more than ten (10) years after the date the Plan is
          adopted by the Board or the date the Plan is approved by the
          Corporation's stockholders, whichever date is earlier;

     b)   Each SAR shall entitle its Recipient to receive upon exercise of the
          SAR all or a portion of the excess of (i) the fair market value at the
          time of such exercise of a specified number of shares of Stock as
          determined by the Committee, over (ii) a specified price as determined
          by the Committee of such number of shares of Stock that, on a per
          share basis, is not less than the Stock's fair market value at the
          time the SAR is awarded;

     c)   Upon exercise of any SAR, the Recipient shall be paid either in cash
          or in Stock, or in any combination thereof, as the Committee shall
          determine; if such payment is to be made in Stock. the number of
          shares thereof to be issued pursuant to the exercise shall be
          determined by dividing the amount payable upon exercise by the Stock's
          fair market value at the time of exercise;

     d)   The time period during which any SAR is exercisable, as determined by
          the Committee, shall not commence before the expiration of six (6)
          months or continue beyond the expiration of ten (10) years after the
          date such SAR is awarded; however, no SAR connected with another Award
          shall be exercisable beyond the last date that such other connected
          Award may be exercised;

     e)   If a Recipient of a SAR, before its lapse or full exercise, ceases to
          be eligible under the Plan, the Committee may permit the Recipient
          thereafter to exercise such SAR during its remaining term, to the
          extent that the SAR was then and remains exercisable, for such time
          period and under such terms and conditions as may be prescribed by the
          Committee;

     f)   No SAR shall be awarded in connection with any Qualified Option unless
          the SAR (i) lapses no later than the expiration date of such connected
          Option, (ii) is for not more than the difference between the Stock
          purchase price under such connected Option and the Stock's fair market
          value at the time the SAR is exercised, (iii) is transferable only
          when and as such connected Option is transferable and under the same
          conditions, (iv) may be exercised only when such connected Option may
          be exercised, and (v) may be exercised only when the Stock's fair
          market value exceeds the Stock purchase price under such connected
          Option.

10)  Restricted Stock. In addition to other applicable provisions of the Plan,
     all Restricted Stock and Awards thereof shall be under and subject to the
     following terms and conditions:

     a)   Restricted Stock shall consist of shares of Stock that may be acquired
          by and issued to a Recipient at such time, for such or no purchase
          price, and under and subject to such transfer, forfeiture and other
          restrictions, conditions or terms as shall be determined by the
          Committee, including but not limited to prohibitions against transfer,
          substantial risks of forfeiture within the meaning of Section 83 of
          the Code, and attainment of performance or other goals, objectives or
          standards, all for or applicable to such time periods as determined by
          the Committee;

     b)   Except as otherwise provided in the Plan or the Restricted Stock
          Award, a Recipient of shares of Restricted Stock shall have all the
          rights as does a holder of Stock, including without limitation the
          right to vote such shares and receive dividends with respect thereto;
          however, during the time period of any restrictions, conditions or
          terms applicable to such Restricted Stock, the shares thereof and the
          right to vote the same and receive dividends thereon shall not be
          sold, assigned, transferred, exchanged, pledged, hypothecated,
          encumbered or otherwise disposed of except as permitted by the Plan or
          the Restricted Stock Award;

     c)   Each certificate issued for shares of Restricted Stock shall be
          deposited with the Secretary of the Corporation, or the office
          thereof, and shall bear a legend in substantially the following form
          and content:

               This Certificate and the shares of Stock hereby represented are
               subject to the provisions of the Corporation's Stock Incentive
               Plan and a certain agreement entered into between the owner and
               the Corporation pursuant to said Plan. The release of this
               Certificate and the shares of Stock hereby

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               represented from such provisions shall occur only as provided by
               said Plan and agreement, a copy of which are on file in the
               office of the Secretary of the Corporation.

               Upon the lapse or satisfaction of the restrictions, conditions
               and terms applicable to such Restricted Stock, a certificate for
               the shares of Stock free thereof without such legend shall be
               issued to the Recipient;

     d)   If a Recipient's employment with the Corporation or a Subsidiary
          ceases for any reason prior to the lapse of the restrictions,
          conditions or terms applicable to his or her Restricted Stock, all of
          the Recipient's Restricted Stock still subject to unexpired
          restrictions, conditions or terms shall be forfeited absolutely by the
          Recipient to the Corporation without payment or delivery of any
          consideration or other thing of value by the Corporation or its
          affiliates, and thereupon and thereafter neither the Recipient nor his
          or her heirs, personal or legal representatives, successors, assigns,
          beneficiaries, or any claimants under the Recipient's Last Will or
          laws of descent and distribution, shall have any rights or claims to
          or interests in the forfeited Restricted Stock or any certificates
          representing shares thereof, or claims against the Corporation or its
          affiliates with respect thereto.

11.  Exercise. Except as otherwise provided in the Plan, Awards may be exercised
     in whole or in part by giving written notice thereof to the Secretary of
     the Corporation, or his or her designee, identifying the Award being
     exercised, the number of shares of Stock with respect thereto, and other
     information pertinent to exercise of the Award. The purchase price of the
     shares of Stock with respect to which an Award is exercised shall be paid
     with the written notice of exercise, either in cash or in Stock at its then
     current fair market value, or in any combination thereof, as the Committee
     shall determine. Funds received by the Corporation from the exercise of any
     Award shall be used for its general corporate purposes.

                    The number of shares of Stock subject to an Award shall be
               reduced by the number of shares of Stock with respect to which
               the Recipient has exercised rights under the Award. If a SAR is
               awarded in connection with another Award, the number of shares of
               Stock that may be acquired by the Recipient under the other
               connected Award shall be reduced by the number of shares of Stock
               with respect to which the Recipient has exercised his or her SAR,
               and the number of shares of Stock subject to the Recipient's SAR
               shall be reduced by the number of shares of Stock acquired by the
               Recipient pursuant to the other connected Award.

                    The Committee may permit an acceleration of previously
               established exercise terms of any Awards as, when, under such
               facts and circumstances, and subject to such other or further
               requirements and conditions as the Committee may deem necessary
               or appropriate. In addition: (a) if the Corporation or its
               stockholders execute an agreement to dispose of all or
               substantially all of the Corporation's assets or capital stock by
               means of sale, merger, consolidation, reorganization, liquidation
               or otherwise, as a result of which the Corporation's stockholders
               as of immediately before such transaction will not own at least
               fifty percent (50%) of the total combined voting power of all
               classes of voting capital stock of the surviving entity (be it
               the Corporation or otherwise) immediately after the consummation
               of such transaction, thereupon any and all Awards immediately
               shall become and remain exercisable with respect to the total
               number of shares of Stock still subject thereto for the remainder
               of their respective terms until the consummation of such
               transaction, or if not consummated, until the agreement therefor
               expires or is terminated, in which case thereafter all Awards
               shall be treated as if said agreement never had been executed;
               (b) if there is an actual, attempted or threatened change in the
               ownership of at least twenty-five percent (25%) of all classes of
               voting capital stock of the Corporation through the acquisition
               of, or an offer to acquire such percentage of the Corporation's
               voting capital stock by any person or entity, or persons or
               entities acting in concert or as a group, and such acquisition or
               offer has not been duly approved by the Board; or (c) if during
               any period of two (2) consecutive years, the individuals who at
               the beginning of such period constituted the Board, cease for any
               reason to constitute at least a majority of the Board, unless the
               election of each director of the Board, who was not a director of
               the Board at the beginning of such period, was approved by a vote
               of at least two-thirds of the directors then still in office who
               were directors at the beginning of such period, thereupon any and
               all Awards immediately shall become and remain exercisable with
               respect to the total number of shares of Stock still subject
               thereto for the remainder of their respective terms, thereupon
               any and all Awards immediately shall become and remain
               exercisable with respect to the total number of shares of Stock
               still subject thereto for the remainder of their respective
               terms.

12). Withholding. Whenever the Corporation is about to issue or transfer Stock
     Pursuant to any Award, the Corporation may require the Recipient to remit
     to the Corporation an amount sufficient to satisfy fully any federal, state
     and other jurisdictions' income and other tax withholding requirements
     prior to the delivery of any certificates for such shares of Stock.
     Whenever payments are to be made in cash to any Recipient pursuant to his
     or her exercise of an Award, such payments shall be made net after
     deduction of all amounts sufficient to satisfy fully any federal, state and
     other jurisdictions' income and other tax withholding requirements.

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13). Value. Where used in the Plan, the "fair market value" of Stock or any
     options or rights with respect thereto, including Awards, shall mean and be
     determined by (a) the average of the highest and lowest reported sales
     prices thereof on the principal established domestic securities exchange on
     which listed, and if not listed, then (b) the average of the dealer "bid"
     and "ask" prices thereof on the New York over-the-counter market as
     reported by the National Association of Securities Dealers, Inc., in either
     case as of the specified or otherwise required or relevant time, or if not
     traded as of such specified, required or relevant time, then based upon
     such reported sales or "bid" and "ask" prices before and/or after such time
     in accordance with pertinent provisions of and principles under the Code
     and the regulations promulgated thereunder.

14.  Amendment. To the extent permitted by applicable law, the Board may amend,
     suspend, or terminate the Plan at any time; provided, however, that: (a) no
     amendment may be adopted that permits an Award to be granted to any member
     of the Committee; (b) with respect to qualified options, except as
     specified in paragraph 18 hereof, no amendment may be adopted that will
     increase the number of shares reserved for Awards under the Plan, change
     the option price, or change the provisions required for compliance with
     Section 422 of the Code and regulations issued thereunder; and (c)
     notwithstanding anything to the contrary herein, no amendment may be
     adopted to increase the number of securities that may be issued under the
     Plan, except as specified in paragraph 18 hereof, materially increase the
     benefits accruing to recipients or materially modify the requirements for
     eligibility to participate in the Plan, without the approval of the
     shareholders of the Corporation, to the extent that shareholder approval is
     required under Section 16 of the Securities Exchange Act of 1934, as
     amended, and the regulations thereunder, as from time to time in effect.
     The amendment or termination of this Plan shall not, without the consent of
     the Recipients, alter or impair any rights or obligations under any Award
     previously granted hereunder.

     In addition and subject to the foregoing, the Committee may prescribe other
     or additional terms, conditions and provisions with respect to the grant or
     exercise of any or all Awards as the Committee may determine necessary or
     appropriate for such Awards and the Stock subject thereto to qualify under
     and comply with all applicable laws, rules and regulations, and changes
     therein, including but not limited to the provisions of Sections 421 and
     422 of the Code, Section 16 of the Securities Exchange Act of 1934, as
     amended, and Rule 16b-3 promulgated by the Securities and Exchange
     Commission. Without limiting the generality of the preceding sentence, each
     Qualified Option, and any SAR awarded in connection therewith, shall be
     subject to such other and additional terms, conditions and provisions as
     the Committee may deem necessary or appropriate in order to qualify such
     Option, or connected Option and incentive stock option under Section 422 of
     the Code, including but not limited to the following Provisions:

               (i) the aggregate fair market value, at the time such Option is
               awarded, of the Stock subject thereto and of any Stock or other
               capital stock with respect to which incentive stock options
               qualifying under Sections 421 and 422 of the Code are exercisable
               for the first time by the Recipient during any calendar year
               under the Plan and any other plans of the $100,000.00; and

               (ii) No Qualified Option, or any SAR in connection therewith,
               shall be awarded to any person if at the time of such Award, such
               person owns Stock possessing more than ten percent (10%) of the
               total combined voting power of all classes of capital stock of
               the Corporation or its affiliates, unless at the time such Option
               or SAR is awarded the Stock purchase price under such Option is
               at least one hundred and ten percent (110%) of the fair market
               value of the Stock subject to such Option and the Option (and any
               SAR connected therewith) by its terms is not exercisable after
               the expiration of five (5) years from the date it is awarded.

               From time to time, the Committee may rescind, revise and add to
          any of such terms, conditions and provisions as may be necessary or
          appropriate to have any Awards be or remain qualified and in
          compliance with all applicable laws, rules and regulations, and may
          delete, omit or waive any of such terms, conditions or provisions that
          are no longer required by reason of changes in applicable laws, rules
          or regulations.

15.  Continued Employment. Nothing in the Plan or any Award shall confer upon
     any Recipient or other persons any right to continue in the employment of,
     or maintain any particular relationship with the Corporation or its
     affiliates, or limit or affect any rights, powers or privileges that the
     Corporation or its affiliates may have to supervise, discipline and
     terminate such Recipient or other persons, and the employment and other
     relationships thereof. However, the Committee may require as a condition of
     making and/or exercising any Award that its Recipient agree to, and in fact
     provide services, either as an employee or in another capacity, to or for
     the Corporation or any Subsidiary for such time period following the date
     the Award is made and/or exercised as the Committee may prescribe. The
     immediately preceding sentence shall not apply to any Qualified Option to
     the extent such application would result in disqualification of said Option
     as an incentive stock option under Sections 421 and 422 of the Code.

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16). General Restrictions. Each Award shall be subject to the requirement and
     provision that if at any time the Committee determines it necessary or
     desirable as a condition of or in consideration of making such Award, or
     the purchase or issuance or Stock thereunder, (a) the listing, registration
     or qualification of the Stock subject to the Award, or the Award itself,
     upon any securities exchange or under any federal or state securities or
     other laws, (b) the approval of any governmental authority, or (c) an
     agreement by the Recipient with respect to disposition of any Stock
     (including without limitation that at the time of the Recipient's exercise
     of the Award, any Stock thereby acquired is being and will be acquired
     solely for investment purposes and without any intention to sell or
     distribute such Stock), then such Award shall not be consummated in whole
     or in part unless such listing, registration, qualification, approval or
     agreement shall have been appropriately effected or obtained to the
     satisfaction of the Committee and legal counsel for the Corporation.

17.  Rights. Except as otherwise provided in the Plan, the Recipient of any
     Award shall have no rights as a holder of the Stock subject thereto unless
     and until one or more certificates for the shares of such Stock are issued
     and delivered to the Recipient. No adjustments shall be made for dividends,
     either ordinary or extraordinary, or any other distributions with respect
     to Stock, whether made in cash, securities or other property, or any rights
     with respect thereto, for which the record date is prior to the date that
     any certificates for Stock subject to an Award are issued to the Recipient
     pursuant to his or her exercise thereof. No Award, or the grant thereof,
     shall limit or affect the right or power of the Corporation or its
     affiliates to adjust, reclassify, recapitalize, reorganize or otherwise
     change its or their capital or business structure, or to merge,
     consolidate, dissolve, liquidate or sell any or all of its or their
     business, property or assets.

18.  Adjustments. In the event of any change in the number of issued and
     outstanding shares of Stock which results from a stock split, reverse stock
     split, payment of a stock dividend or any other change in the capital
     structure of the Corporation, the Committee shall proportionately adjust
     the maximum number of shares subject to each outstanding Award, and (where
     appropriate) the purchase price per share thereof (but not the total
     purchase price under the Award), so that upon exercise or realization of
     such Award, the Recipient shall receive the same number of shares he or she
     would have received had he or she been the holder of all shares subject to
     his or her outstanding Award and immediately before the effective date of
     such change in the number of issued and outstanding shares of Stock. Such
     adjustments shall not, however, result in the issuance of fractional
     shares. Any adjustment under this paragraph shall be made by the Committee,
     subject to approval by the Board. No adjustments shall be made that would
     cause a Qualified Option to fail to continue to qualify as an incentive
     stock option within the meaning of Section 422 of the Code.

               In the event the Corporation is the party to any merger,
          consolidation or other reorganization, any and all outstanding Awards
          shall apply and relate to the securities to which a holder of Stock is
          entitled after such merger, consolidation or other reorganization.
          Upon any liquidation or dissolution of the Corporation, any and all
          outstanding Awards shall terminate upon consummation of such
          liquidation or dissolution, but prior to such consummation shall be
          exercisable to the extent that the same otherwise are exercisable
          under the Plan.

19.  Forfeiture. Notwithstanding anything to the contrary in this Plan, if the
     Committee finds after full consideration of the facts presented on behalf
     of the Corporation and the involved Recipient, that he or she has been
     engaged in fraud, embezzlement, theft, commission of a felony, or
     dishonesty in the course of his or her employment by the Corporation or any
     Subsidiary that has damaged it, or that the Recipient has disclosed trade
     secrets of the Corporation or its affiliates, the Recipient shall forfeit
     all rights under and to all unexercised Awards, and all exercised Awards
     under which the Corporation has not yet delivered payment or certificates
     for shares of Stock (as the case may be), all of which Awards and rights
     shall be automatically cancelled. The decision of the Committee as to the
     cause of the Recipients discharge from employment with the Corporation or
     any Subsidiary and the damage thereby suffered shall be final for purposes
     of the Plan, but shall not affect the finality of the Recipient's discharge
     by the Corporation or Subsidiary for any other purposes. The preceding
     provisions of this paragraph shall not apply to any Qualified Option to the
     extent such application would result in disqualification of said Option as
     an incentive stock option under Sections 421 and 422 of the Code.

20.  Indemnification. In and with respect to the administration of the Plan, the
     Corporation shall indemnify each present and future member of the Committee
     and/or of the Board, who shall be entitled without further action on his or
     her part to indemnity from the Corporation for all damages, losses,
     judgments, settlement amounts, punitive damages, excise taxes, fines,
     penalties, costs and expenses (including without limitation attorneys' fees
     and disbursements) incurred by such member in connection with any
     threatened, pending or completed action, suit or other proceedings of any
     nature, whether civil, administrative, investigative or criminal, whether
     formal or informal, and whether by or in the right or name of the
     Corporation, any class of its security holders, or otherwise, in which such
     member may be or have been involved, as a party or otherwise, by reason of
     his or her being or having been a member of the Committee and/or of the
     Board, whether or not he or she continues to be such a member. The
     provisions, protection and benefits of this paragraph shall apply and exist
     to the fullest extent permitted by

<PAGE>

     applicable law to and for the benefit of all present and future members of
     the Committee and/or of the Board, and their respective heirs, personal and
     legal representatives, successors and assigns, in addition to all other
     rights that they may have as a matter of law, by contract, or otherwise,
     except (a) as may not be allowed by applicable law, (b) to the extent there
     is entitlement to insurance proceeds under insurance coverage provided by
     the Corporation on account of the same matter or proceeding for which
     indemnification hereunder is claimed, or (c) to the extent there is
     entitlement to indemnification from the Corporation, other than under this
     paragraph, on account of the same matter or proceeding for which
     indemnification hereunder is claimed.

21.  Miscellaneous. Any reference contained in this Plan or a particular section
     or provision of law, rule or regulation, including but not limited to the
     Internal Revenue Code of 1986 and the Securities Exchange Act of 1934, both
     as amended, shall include any subsequently enacted or promulgated section
     or provision of law, rule or regulation, as the case may be, of similar
     import. With respect to persons subject to Section 16 of the Securities
     Exchange Act of 1934, as amended, transactions under this Pan are intended
     to comply with all applicable conditions of Rule 16b-3 or any successor
     rule that may be promulgated by the Securities and Exchange Commission, and
     to the extent any provision of this Plan or action by the Committee fails
     to so comply, it shall be deemed null and void, to the extent permitted by
     applicable law and deemed advisable by the Committee. Where used in this
     Plan: the plural shall include the singular, and unless the context
     otherwise clearly requires, the singular shall include the plural; and, the
     term "affiliates" shall mean each and every Subsidiary and any parent of
     the Corporation. The captions of the numbered paragraphs contained in this
     Plan are for convenience only, and shall not limit or affect the meaning,
     interpretation construction of any of the provisions of the Plan.

                                       END