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                                                                   EXHIBIT 10.10

                              AMENDED AND RESTATED
                   FIRST NATIONAL BANKSHARES OF FLORIDA, INC.
                               2003 INCENTIVE PLAN


      The purposes of the 2003 Incentive Plan are to encourage Eligible
Individuals to increase their efforts to make First National Bankshares of
Florida, Inc. and each of its Subsidiaries more successful, to provide an
additional inducement for such Eligible Individuals to continue to provide
services to the Corporation or a Subsidiary as an employee, consultant,
non-employee director, or independent contractor, to reward such Eligible
Individuals by providing an opportunity to acquire incentive awards on favorable
terms and to provide a means through which the Corporation may attract able
persons to enter the employment of or engagement with the Corporation or one of
its Subsidiaries. Such incentive awards may, in the discretion of the Board or
Committee, consist of Stock (subject to such restrictions as the Board or
Committee may determine or as provided herein), Performance Units, Stock
Appreciation Rights, Incentive Stock Options, Non-Qualified Stock Options,
Phantom Stock, or any combination of the foregoing, all as the Board or
Committee, in each case, may determine.

                                    ARTICLE 1
                                   DEFINITIONS

      "Award" means an Incentive Stock Option, a Non-Qualified Stock Option,
Restricted Stock Award, Stock Appreciation Rights, Performance Units, or Phantom
Stock granted hereunder.

      "Award Agreement" means an agreement entered into between the Corporation
and the applicable Participant, setting forth the terms and provisions
applicable to the Award then being granted under this Plan, as further described
in Section 2.5 of the Plan.

      "Board" means the Board of Directors of the Corporation.

      "Code" means the Internal Revenue Code of 1986, as amended. A reference to
any provision of the Code shall include reference to any successor provision of
the Code.

      "Committee" means the Compensation Committee, if any, appointed by the
Board. If no Committee is appointed by the Board, the Board shall function in
place of the Committee.

      "Corporation" means First National Bankshares of Florida, Inc.

      "Disabled Participant" means a Participant becoming disabled within the
meaning of Section 422(c)(6) of the Code.

      "Eligible Employee" means any employee of the Corporation or one of its
Subsidiaries.

      "Eligible Individual" means any Eligible Employee and any consultant,
non-employee director, or independent contractor of the Corporation or one of
its Subsidiaries.


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      "Fair Market Value" shall mean, as applicable, (i) the closing sales price
of the Corporation's Stock on the date in question on the New York Stock
Exchange; (ii) if the Corporation's Stock is not traded on the New York Stock
Exchange but is registered on another national securities exchange or any other
nationally recognized quotation system, the closing sales price of the
Corporation's Stock on such national securities exchange or nationally
recognized quotation system; or (iii) if the Corporation's shares of Common
Stock are not traded on a national securities exchange or through any other
nationally recognized quotation service, the fair market value of the
Corporation's Stock as determined by the Board or the Committee, acting in good
faith, under any method consistent with the Code, or Treasury Regulations
thereunder, as the Board or the Committee shall in its discretion select and
apply at the time of the grant of the Award concerned. Subject to the foregoing,
the Board or the Committee, in fixing the Fair Market Value, shall have full
authority and discretion and be fully protected in doing so.

      "Incentive Stock Option" means an option that is intended to qualify as an
"Incentive Stock Option" within the meaning of section 422 of the Code. Any
Option which does not qualify under section 422 of the Code shall be treated as
a Non-Qualified Stock Option.

      "Non-Qualified Stock Option" means an option that is not an Incentive
Stock Option.

      "Option" means an option to purchase Stock, including Restricted Stock, if
the Committee so determines, subject to the applicable provisions of Article 3,
awarded in accordance with the terms of the Plan and which may be an Incentive
Stock Option or a Non-Qualified Stock Option.

      "Participant" means an Eligible Individual who has been selected by the
Committee to participate in the Plan in accordance with Section 2.2 of the Plan.

      "Performance Unit" means a performance unit subject to the requirements of
Article 4 and awarded in accordance with the terms of the Plan.

      "Phantom Stock" means a deferred compensation award subject to the
requirements of Article 6.

      "Plan" means the First National Bankshares of Florida, Inc. 2003 Incentive
Plan, as Amended and Restated effective February 27, 2004 and as the same may be
amended, administered or interpreted from time to time.

      "Qualifying Performance Adjustments" shall mean those adjustments to
reported financial results required to optimally account for: a) the impact of
intangible assets and related amortization expense, b) the effect of changes in
tax law, accounting principles or other such laws or provisions affecting
reported results, c) special charges in connection with mergers and
acquisitions, d) losses from discontinued operations, e) any extraordinary
non-recurring items as described in Accounting Principles Board Opinion No. 30
and/or in management's discussion and analysis of financial condition and
results of operation appearing or incorporated by reference in the Company's
Annual Report on Form 10-K filed with the SEC for the applicable year. Such
adjustments will be at the Committee's sole discretion in a manner that is
equitable, consistent with generally accepted accounting principles, and in
accordance with the Company's accounting practices and conventions as applied in
the past.

      "Qualifying Performance Goals" shall mean any one or more of the following
performance criteria: net income, earnings per share, return on equity, return
on assets, operating income and/or total


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shareholder return. Such criteria may be absolute in their terms, measured
against prior year(s) results, or measured against or in relationship to other
companies. In all cases, such measures will be on a reported basis, adjusted at
the Committee's sole discretion, as permitted by the terms of this Plan.

      "Restricted Stock" means Stock delivered under the Plan subject to the
requirements of Article 5 and such other restrictions as the Committee deems
appropriate or desirable.

      "Stock" means the common stock of the Corporation.

      "Stock Appreciation Right" means a right granted under Article 3 either on
a stand-alone basis or in conjunction with the grant of an Option that entitles
the holder to receive a cash payment or an award of Stock, to be determined in
the discretion of the Committee at the time the applicable Stock Appreciation
Right is granted, in an amount equal to the excess of the Fair Market Value of
one share of Stock on such date of exercise over, (i) in the case of a Stock
Appreciation Right granted on a stand-alone basis, the Fair Market Value of one
share of Stock as of the date of grant (as set forth in the applicable Award
Agreement), or (ii) in the case of a Stock Appreciation Right granted in
conjunction with the grant of an Option, the Option Price per share multiplied
by the number of shares covered by the right.

      "Subsidiary" means any corporation in an unbroken chain of corporations
beginning with the Corporation, if each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing more than fifty percent
(50%) of the total combined voting power of all classes of stock in one of the
other corporations in the chain.

      "Termination" means the termination of employment with the Corporation or
any of its Subsidiaries or the cessation of the provision of services to the
Corporation or any of its Subsidiaries by a non-employee director, consultant or
independent contractor.

                                    ARTICLE 2
                               GENERAL PROVISIONS

      Section 2.1 Administration. The Plan shall be administered by the
Committee. The Committee shall interpret the Plan and prescribe such rules,
regulations and procedures in connection with the operation of the Plan as it
shall deem to be necessary and advisable for the administration of the Plan
consistent with the purposes of the Plan. Without limiting the foregoing, the
Committee shall have the authority and complete discretion to:

                  (i) Prescribe, amend and rescind rules and regulations
            relating to the Plan;

                  (ii) Select Eligible Individuals to receive Awards under the
            Plan as provided in Section 2.2 of the Plan;

                  (iii) Determine the form and terms of Awards;

                  (iv) Determine the number of shares or other consideration
            subject to Awards under the Plan as provided in Articles 3, 4, 5 and
            6 of the Plan;


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                  (v) Determine whether Awards will be granted singly, in
            combination or in tandem with, in replacement of, or as alternatives
            to, other Awards under the Plan or grants or awards under any other
            incentive or compensation plan of the Corporation;

                  (vi) Construe and interpret the Plan, any Award Agreement in
            connection with an Award and any other agreement or document
            executed pursuant to the Plan;

                  (vii) Correct any defect or omission, or reconcile any
            inconsistency in the Plan, any Award or any Award Agreement;

                  (viii) Determine whether a Participant is a Disabled
            Participant;

                  (ix) Accelerate or, with the consent of the Participant, defer
            the vesting of any Award and/or the exercise date of any Award;

                  (x) Determine whether a Participant's Termination from the
            Corporation or its Subsidiaries is voluntary and with the written
            consent of the Corporation or its Subsidiaries;

                  (xi) Authorize any person to execute on behalf of the
            Corporation any instrument required to effectuate the grant of an
            Award;

                  (xii) With the consent of the Participant, adjust the terms of
            an Award previously granted to the Participant;

                  (xiii) Determine when a Participant's period of employment is
            deemed to be continued during an approved leave of absence, or
            whether a Participant has engaged in the operation or management of
            a business that is in competition with the Corporation or any of its
            Subsidiaries;

                  (xiv) Determine, upon review of relevant information, the Fair
            Market Value of the Stock; and

                  (xv) Make all other determinations deemed necessary or
            advisable for the administration of the Plan.

      The Committee may delegate to officers of the Corporation or any
Subsidiary the authority to perform administrative functions under the Plan
subject to any legal requirements that the Committee as a whole take action with
respect to such function.

      The Committee shall keep records of action taken at its meetings. A
majority of the Committee shall constitute a quorum at any meeting, and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee, shall be
the acts of the Committee.

      Section 2.2 Eligibility. Those Eligible Individuals who share the
responsibility for the management, growth or protection of the business of the
Corporation or any Subsidiary or who, in the


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opinion of the Committee, provide services yielding significant benefits to the
Corporation or any Subsidiary shall be eligible to receive Awards as described
herein.

      Subject to the provisions of the Plan, the Committee shall have full and
final authority, in its discretion, to grant Awards as described herein and to
determine the Eligible Individuals to whom Awards shall be granted. In
determining the eligibility of any Eligible Individual, as well as in
determining the Award, the Committee shall consider the position and the
responsibilities of the Eligible Individual being considered, the nature and
value to the Corporation or a Subsidiary of his or her services, his or her
present and/or potential contribution to the success of the Corporation or a
Subsidiary and such other factors as the Committee may deem relevant.

      Section 2.3 Shares Available under the Plan. Subject to adjustment as set
forth in Section 2.6, the maximum number of shares of Stock that may be issued
or delivered and as to which Awards may be granted under the Plan shall be
6,000,000, which includes 4,064,385 shares subject to Options and Restricted
Stock Awards granted by the Corporation pursuant to the Employee Benefits
Agreement dated January 1, 2004, between the Corporation and F.N.B. Corporation
entered into in connection with the distribution by F.N.B. Corporation to its
shareholders of all of the outstanding shares of Stock of the Corporation.
Subject to adjustment as set forth in Section 2.6, the maximum number of shares
of Stock (and in the case of Performance Units, the maximum dollar value) with
respect to which Awards may be granted in any calendar year (or in the case of
Performance Units, in any Performance Period) to any Participant under the Plan
shall be as follows: Options: 200,000 shares; Stock Appreciation Rights: 200,000
shares; Restricted Stock: 100,000 shares; Phantom Stock: 200,000 shares; and
Performance Units: 100,000 shares or $2,000,000.

      If any Award, other than Performance Units, granted under the Plan is
canceled by mutual consent or terminates or expires for any reason without
having been exercised in full, or, if and to the extent that an award of Phantom
Stock is paid in cash rather than the issuance of shares of Stock, the number of
shares subject to such Award (or in the case of Phantom Stock the number of
shares of Stock for which payment was made in cash) shall again be available for
purposes of the Plan, except that, to the extent that Stock Appreciation Rights
granted in conjunction with an Option under the Plan are exercised and the
related Option surrendered, the number of shares available for purposes of the
Plan shall be reduced by the number of shares, if any, of Stock issued or
delivered upon exercise of such Stock Appreciation Rights. If the Option Price
of any Option granted under the Plan is satisfied by tendering shares of Stock
to the Corporation (by either actual delivery or by attestation) or if shares of
Stock are tendered or are withheld upon the exercise of the Option to satisfy
any applicable tax withholding, only the number of shares of Stock issued net of
the shares of Stock tendered or withheld shall be deemed delivered for purposes
of determining the maximum number of shares of Stock available for delivery
under the Plan.

      The shares that may be issued or delivered under the Plan may be either
authorized but unissued shares or repurchased shares or partly each.


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      Section 2.4 Corporation's Obligation to Deliver Stock. The obligation of
the Corporation to issue or deliver shares of Stock under the Plan shall be
subject to (i) the effectiveness of a registration statement under the
Securities Act of 1933, as amended, with respect to such shares, if deemed
necessary or appropriate by counsel for the Corporation; (ii) the condition that
the shares shall have been listed (or authorized for listing upon official
notice of issuance) upon each stock exchange on which such shares may then be
listed; and (iii) all other applicable laws, regulations, rules and orders which
may then be in effect.

      Section 2.5 Award Agreement. Each Award granted under the Plan shall be
evidenced by a written Award Agreement, in a form approved by the Committee.
Such Award Agreement shall be subject to and incorporate the express terms and
conditions, if any, required under the Plan or as required by the Committee for
the form of Award granted and such other terms and conditions as the Committee
may specify and shall be executed by the Chief Executive Officer, the President
(if other than the Chief Executive Officer) or any Vice President on behalf of
the Corporation and by the Participant to whom such Award is granted. With the
consent of the Participant to whom such Award is granted, the Board may at any
time and from time to time amend an outstanding Award Agreement in a manner
consistent with the Plan. Without consent of the Participant, the Board of
Directors may at any time and from time to time modify or amend Award Agreements
with respect to Options intended as of the date of grant to be Incentive Stock
Options in such respects as it deems necessary in order that Incentive Stock
Options granted under the Plan shall comply with the appropriate provisions of
the Code and regulations thereunder which are in effect from time to time with
respect to Incentive Stock Options.

      Section 2.6 Adjustment and Substitution of Shares. If a dividend or other
distribution shall be declared upon the Stock payable in shares of Stock, the
number of shares of Stock then subject to any outstanding Option or by reference
to which the amount of any other Award is determined and the number of shares
which may be issued or delivered under the Plan shall be adjusted by adding
thereto the number of shares which would have been distributable thereon if such
shares had been outstanding on the date fixed for determining the stockholders
entitled to receive such stock dividend or distribution.

      If the outstanding shares of Stock shall be changed into or exchangeable
for a different number or kind of shares of Stock or other securities of the
Corporation or another corporation, whether through reorganization,
reclassification, recapitalization, stock split-up, spin-off, combination of
shares, merger or consolidation, then there shall be substituted for each share
of Stock subject to any then outstanding Award and for each share of Stock,
which may be issued or delivered under the Plan but is not then subject to an
outstanding Award, the number and kind of shares of Stock or other securities
into which each outstanding share of Stock shall be so changed or for which each
such share shall be exchangeable.

      In the case of any adjustment or substitution as provided for in this
Section 2.6, the aggregate Option Price for all shares subject to each then
outstanding Option prior to such adjustment or substitution shall be the
aggregate option price for all shares of Stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares. Any new option price per share shall be
carried to at least three decimal places with the last decimal place rounded
upwards to the nearest whole number.

      No adjustment or substitution provided for in this Section 2.6 shall
require the Corporation to issue or sell a fraction of a share or other
security. Accordingly, all fractional shares or other securities that result
from any such adjustment or substitution shall be eliminated and not carried
forward to any subsequent adjustment or substitution.


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      If any such adjustment or substitution provided for in this Section 2.6
requires the approval of stockholders in order to enable the Corporation to
grant Incentive Stock Options, then no such adjustment or substitution shall be
made without prior stockholder approval. Notwithstanding the foregoing, in the
case of Incentive Stock Options, if the effect of any such adjustment or
substitution would be to cause the Option to fail to continue to qualify as an
Incentive Stock Option or to cause a modification, extension or renewal of such
Option within the meaning of Section 424 of the Code, the Committee may elect
that such adjustment or substitution not be made but rather shall use reasonable
efforts to effect such other adjustment of each then outstanding Option as the
Committee in its sole discretion shall deem equitable and which will not result
in any disqualification, modification, extension or renewal (within the meaning
of Section 424 of the Code) of such Incentive Stock Option.

                                    ARTICLE 3
                      OPTIONS AND STOCK APPRECIATION RIGHTS

      Section 3.1 Grant of Stock Options and Stock Appreciation Rights. The
Committee shall have authority, in its discretion, to grant Incentive Stock
Options, Non-Qualified Stock Options or to grant both types of Options (but not
in tandem). Notwithstanding the above, Incentive Stock Options may only be
granted to employees of the Corporation or any of its Subsidiaries. The
Committee also shall have the authority, in its discretion, to grant Stock
Appreciation Rights either on a stand-alone basis or in conjunction with
Incentive Stock Options or Non-Qualified Stock Options with the effect provided
in Section 3.2(D). Stock Appreciation Rights granted in conjunction with an
Incentive Stock Option may only be granted at the time such Incentive Stock
Option is granted. Stock Appreciation Rights granted in conjunction with a
Non-Qualified Stock Option may be granted either at the time such Non-Qualified
Stock Option is granted or at any time thereafter during the term of such
Non-Qualified Stock Option.

      Section 3.2 Terms and Conditions of Stock Options and Stock Appreciation
Rights. Options and Stock Appreciation Rights granted under the Plan shall be
subject to the following terms and conditions:


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            (A) The purchase price at which each Option may be exercised (the
      "Option Price") shall be such price as the Committee, in its discretion,
      shall determine except that, in the case of an Incentive Stock Option, the
      Option Price shall not be less than one hundred percent (100%) of the Fair
      Market Value per share of Stock covered by the Option on the date of grant
      (or in the case of an Incentive Stock Option granted to an Eligible
      Employee who, immediately prior to such grant, owns stock possessing more
      than ten percent (10%) of the total combined voting power of all classes
      of stock of the Corporation or any Subsidiary (a "Ten Percent Employee"),
      shall not be less than 110% of such Fair Market Value on the date of
      grant). For purposes of this Section 3.2(A), a Participant (i) shall be
      considered as owning not only shares of the Stock owned individually, but
      also all shares that are at the time owned, directly or indirectly, by or
      for the spouse, ancestors, lineal descendants and brothers and sisters
      (whether by the whole or half blood) of such individual and (ii) shall be
      considered as owning proportionately any shares of Stock owned, directly
      or indirectly, by or for any corporation, partnership, estate or trust in
      which such individual shall be a stockholder, partner or beneficiary.

            (B) The Option Price shall be payable in full in any one or more of
      the following ways, as shall be determined by the Committee to be
      applicable to, and as set forth in, any such Award:

                  (i) in cash; or

                  (ii) by tendering, either by actual delivery or by
            attestation, shares of Stock (which have been owned by the
            Participant for more than six months, which are free and clear of
            all liens and other encumbrances and which are not subject to the
            restrictions set forth in Article 5) having an aggregate Fair Market
            Value on the date of exercise of the Option equal to the Option
            Price for the shares being purchased; or

                  (iii) by requesting that the Corporation withhold such number
            of shares of Stock then issuable upon exercise of the Option as
            shall have an aggregate Fair Market Value equal to the Option Price
            for the shares being acquired upon exercise of the Option; or

                  (iv) by waiver of compensation due or accrued to the
            Participant for services rendered; or

                  (v) provided that a public market for the Corporation's stock
            exists:

                        (a) Through a "same day sale" commitment from the
            Participant and a broker-dealer that is a member of the National
            Association of Securities Dealers (an "NASD Dealer") whereby the
            Participant irrevocably elects to exercise the Option and to sell a
            portion of the shares so purchased to pay the purchase price (or a
            larger number of the shares so purchased), and whereby the NASD
            Dealer irrevocably commits upon receipt of such shares to forward
            the purchase price directly to the Corporation (and any excess to
            the Participant); or

                        (b) Through a "margin" commitment from the Participant
            and an NASD Dealer whereby the Participant irrevocably elects to
            exercise the Option and to pledge the shares so purchased to the
            NASD Dealer in a margin account as security for a loan from the NASD
            Dealer in the amount of the purchase price, and whereby the NASD


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            Dealer irrevocably commits upon receipt of such shares to forward
            the purchase price directly to the Corporation; or

                  (vi) by any combination of the foregoing; or

                  (vii) by such other method as may be determined by the
            Committee and set forth in the applicable Award Agreement.

            If the Option Price is paid in whole or in part in shares of Stock,
      any portion of the Option Price representing a fraction of a share shall
      be paid in cash. The date of exercise of an Option shall be determined
      under procedures established by the Committee, and the Option Price shall
      be payable at such time or times as the Committee, in its discretion,
      shall determine. No shares shall be issued or delivered upon exercise of
      an Option until full payment of the Option Price has been made. When full
      payment of the Option Price has been made and subject to the restrictions
      set forth in Article 5, the Participant shall be considered for all
      purposes to be the owner of the shares with respect to which payment has
      been made.

            (C) An Option may be exercised at such time as the Option vests or
      at any time thereafter prior to the time the Option expires in accordance
      with its terms or otherwise ceases to be outstanding. No Incentive Stock
      Option shall be exercisable after the expiration of ten years (five years
      in the case of a Ten Percent Employee) from the date of grant. No
      Non-Qualified Stock Option shall be exercisable after the expiration of
      ten years and six months from the date of grant. Subject to this Section
      3.2(C), and 2.5, Options may be exercised at such times, in such amounts
      and subject to such restrictions as shall be determined by the Committee,
      in its discretion.

            (D) Stock Appreciation Rights granted on a stand-alone basis shall
      be exercisable as and to the extent set forth in the applicable Award
      Agreement. Stock Appreciation Rights granted in conjunction with an Option
      shall be exercisable to the extent that the related Option is exercisable
      and only by the same person or persons who are entitled to exercise the
      related Option. Stock Appreciation Rights granted on a stand-alone basis
      shall entitle the Participant to receive from the Corporation on exercise
      that number of shares of Stock having an aggregate Fair Market Value equal
      to the excess of the Fair Market Value of one share of Stock on such date
      of exercise over the Fair Market Value of one share of Stock on the date
      of grant (as set forth in the applicable Award Agreement) multiplied by
      the number of shares of Stock covered by the Stock Appreciation Right
      exercised. Stock Appreciation Rights granted in conjunction with an Option
      shall entitle the Participant to surrender the related Option, or any
      portion thereof, and to receive from the Corporation in exchange therefor
      that number of shares of Stock having an aggregate Fair Market Value equal
      to the excess of the Fair Market Value of one share of Stock on such date
      of exercise over the Option Price per share, multiplied by the number of
      shares covered by the Option, or portion thereof, which is surrendered.
      Cash shall be paid in lieu of any fractional shares. The Committee shall
      have the authority, in its discretion, to determine at the time the
      applicable Stock Appreciation Right is granted that the obligation of the
      Corporation shall be paid in cash, in shares of Stock, or part in cash and
      part in shares of Stock, and the Award Agreement for such Stock
      Appreciation Right shall set forth the payment medium determined by the
      Committee. The date of exercise of Stock Appreciation Rights shall be
      determined under procedures established by the Committee, and payment
      under this Section 3.2(D) shall be made by the Corporation as soon as
      practicable after the date of exercise. To the extent that an Option


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      as to which Stock Appreciation Rights have been granted in conjunction
      therewith is exercised, the Stock Appreciation Rights shall be canceled.

            (E) No Option or Stock Appreciation Rights shall be transferable by
      a Participant other than by will, or if a Participant dies intestate, by
      the laws of descent and distribution of the state of domicile of the
      Participant at the time of death, and all Options and Stock Appreciation
      Rights shall be exercisable during the lifetime of a Participant only by
      the Participant.

            (F) Unless otherwise determined by the Committee and set forth in
      the Award Agreement referred to in Section 2.5 or an amendment thereto,
      following the Termination of a Participant for any reason, such
      Participant must exercise any outstanding Option within one year from the
      date of Termination.

                                    ARTICLE 4
                                PERFORMANCE UNITS

      Section 4.1 Performance Period and Objectives. The Committee shall
determine a performance period (the "Performance Period") of one or more years
and shall determine the Qualifying Performance Goals to be applicable to grants
of Performance Units. The applicable Qualifying Performance Goals may vary from
Participant to Participant. Performance Periods may overlap and Participants may
participate simultaneously with respect to Performance Units for which different
Performance Periods are prescribed.

      Section 4.2 Eligibility. At the beginning of a Performance Period, the
Committee shall determine for each Participant or group of Participants eligible
for Performance Units with respect to that Performance Period the range of
dollar values, if any, which may be fixed or may vary in accordance with the
Qualifying Performance Goals specified by the Committee, which shall be paid to
a Participant as an Award if the relevant Qualifying Performance Goal for the
Performance Period is met.

      Section 4.3 Significant Event. If during the course of a Performance
Period the Committee determines, in its discretion, that (i) a significant event
(or events) has occurred (such as, but not limited to, a reorganization of the
Corporation) which the Committee expects to have a substantial effect on a
Qualifying Performance Goal applicable to a Performance Unit during such period
(a "Significant Event") or (ii) circumstances make it appropriate that
Qualifying Performance Adjustments be made, the Committee may revise such
Qualifying Performance Goals and make such Qualifying Performance Adjustments as
appropriate; provided that the Committee shall not be required to determine that
a reorganization involving the Corporation constitutes a Significant Event.

      Section 4.4 Termination. If an Eligible Individual terminates service with
the Corporation or any of its Subsidiaries during a Performance Period because
of death, Participant Disability, retirement on or after age 62, or at an
earlier age with the consent of the Corporation, or a Significant Event, as
determined by the Committee, that Eligible Individual shall be entitled to
payment in settlement of each Performance Unit for which the Performance Period
was prescribed (i) based upon the Qualifying Performance Goals satisfied at the
end of such period; and (ii) prorated for the portion of the Performance Period
during which the Eligible Individual was employed or retained by the Corporation
or any of its Subsidiaries; provided, however, the Committee may provide for an
earlier payment in settlement of such Performance Unit in such amount or amounts
and under such terms and conditions as the Committee


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deems appropriate or desirable with the consent of the Eligible Individual. If
an Eligible Individual terminates service with the Corporation or any of its
Subsidiaries during a Performance Period for any other reason, such Eligible
Individual shall not be entitled to any payment with respect to that Performance
Period unless the Committee shall otherwise determine.

      Section 4.5 Award. The Committee shall have the authority, in its
discretion, to determine at the time the applicable Performance Unit is granted
that the obligation of the Corporation shall be paid in cash, in shares of
Stock, or part in cash and part in shares of Stock, and the Award Agreement for
such Performance Unit shall set forth the payment medium determined by the
Committee. Each Performance Unit shall be paid either as a lump sum payment or
in annual installments, as the Committee shall determine, at the time of grant
of the Performance Unit or otherwise, commencing as soon as practicable after
the end of the relevant Performance Period.

                                    ARTICLE 5
                                RESTRICTED STOCK

      Section 5.1 Award. Restricted Stock may be received by an Eligible
Individual as an Award. Restricted Stock may but need not be subject to a
restriction period (after which restrictions shall lapse) which shall mean a
period commencing on the date the Award is granted and ending on such date or
upon the achievement of such Qualifying Performance Goals or other criteria as
the Committee shall determine (the "Restriction Period"). The Committee may
provide for the lapse of restrictions in installments where deemed appropriate.

      Section 5.2 Restriction Period. Except as otherwise provided in this
Article 5, no shares of Restricted Stock received by an Eligible Individual
shall be sold, exchanged, transferred, pledged, hypothecated or otherwise
disposed of during the Restriction Period; provided, however, that the
Restriction Period for any recipient of Restricted Stock shall expire and all
restrictions on shares of Restricted Stock shall lapse upon death, Disability,
retirement on or after age 62 or an earlier age with the consent of the
Corporation, or, if such Restricted Stock constitutes all or a portion of a
Performance Unit with vesting dependent upon the achievement of a Qualifying
Performance Goal, upon the determination by the Committee that a Significant
Event affecting such Qualifying Performance Goal has occurred.

      Section 5.3 Termination. Except as otherwise provided in Section 5.2
above, if an Eligible Individual terminates employment or service with the
Corporation or any of its Subsidiaries for any reason before the expiration of
the Restriction Period, all shares of Restricted Stock still subject to
restriction shall, unless the Committee otherwise determines, be forfeited by
the recipient and shall be reacquired by the Corporation. Upon such forfeiture,
such forfeited shares of Restricted Stock shall again become available for award
under the Plan.

      Section 5.4 Restricted Stock Certificates. The Committee may require,
under such terms and conditions as it deems appropriate or desirable, that the
certificates for Restricted Stock delivered under the Plan be held in custody by
a bank or other institution, or that the Corporation may itself hold such shares
in custody until the Restriction Period expires or until restrictions thereon
otherwise lapse, and may require, as a condition of any receipt of Restricted
Stock, that the recipient shall have delivered a stock power endorsed in blank
relating to the Restricted Stock.


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<PAGE>
      Section 5.5 Exchange of Shares. Nothing in this Article 5 shall preclude a
recipient of Restricted Stock from exchanging any shares of Restricted Stock
subject to the restrictions contained herein for any other shares of Stock that
are similarly restricted.

                                    ARTICLE 6
                                  PHANTOM STOCK

      Section 6.1 Award. The Committee shall have authority, in its discretion,
to grant deferred compensation to an Eligible Individual by the award of Phantom
Stock, the value of which is related to the value of the Stock of the Company.

      Section 6.2 Value. An Award of Phantom Stock shall entitle the Participant
to receive from the Corporation cash and/or shares of Stock having an aggregate
fair market value equal to the Fair Market Value of a share of Stock on such
date, or upon the occurrence of one or more events, as may be specified in the
Award Agreement for any Phantom Stock.

      Section 6.3 Termination. If the Participant is Terminated for any reason
prior to the vesting of the Phantom Stock Award, the Participant's rights with
respect to the Phantom Stock will terminate and be forfeited, and neither the
Participant nor his or her heirs, personal representatives, successors or
assigns shall have any future rights with respect to any such Phantom Stock.

                                    ARTICLE 7
                        CERTIFICATES FOR AWARDS OF STOCK

      Section 7.1 Stock Certificates. Subject to Section 5.4 and except as
otherwise provided in this Section 7.1, each Participant entitled to receive
shares of Stock under the Plan shall be issued a certificate for such shares.
Such certificate shall be registered in the name of the Eligible Individual and
shall bear an appropriate legend reciting the terms, conditions and
restrictions, if any, applicable to such shares and shall be subject to
appropriate stop-transfer orders. To the extent that the Plan provides for
issuance of stock certificates to reflect the issuance of shares of Stock, the
issuance may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock exchange. If
the issuance of shares under the Plan is effected on a non-certificated basis,
the issuance of shares to a Participant shall be reflected by crediting (by
means of a book entry) the applicable number of shares of Stock to an account
maintained by the Corporation in the name of such Participant, which account may
be an account maintained by the Corporation for such Participant under any
dividend reinvestment program offered by the Corporation.

      Section 7.2 Compliance with Laws and Regulations. The Corporation shall
not be required to issue or deliver any certificates for shares of Stock, or to
effect the issuance of any non-certificated shares as provided in Section 7.1,
prior to (i) the listing of such shares on any stock exchange or quotation
system on which the Stock may then be listed; and (ii) the completion of any
registration or qualification of such shares under any Federal or state law, or
any ruling or regulation of any government body which the Corporation shall, in
its sole discretion, determine to be necessary or advisable.

      Section 7.3 Restrictions. All certificates for shares of Stock delivered
under the Plan (and all non-certificated shares credited to a Participant's
account as provided in Section 7.1) shall also be subject


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<PAGE>
to such stop-transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any stock exchange or quotation system upon which the
Stock is then listed and any applicable Federal or state securities laws; and
the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions. The foregoing
provisions of this Section 7.3 shall not be effective if and to the extent that
the shares of Stock delivered under the Plan are covered by an effective and
current registration statement under the Securities Act of 1933, or if and so
long as the Committee determines that application of such provisions is no
longer required or desirable. In making such determination, the Committee may
rely upon an opinion of counsel for the Company.

      Section 7.4 Rights of Stockholders. Except for the restrictions on
Restricted Stock under Article 5, each Participant who receives an award of
Stock shall have all of the rights of a stockholder with respect to such shares,
including the right to vote the shares and receive dividends and other
distributions. No Eligible Individual awarded an Option, a Stock Appreciation
Right or Phantom Stock shall have any right as a stockholder with respect to any
shares subject to such Award prior to the date of issuance to him or her of a
certificate or certificates for such shares, or if applicable, the crediting of
non-certificated shares to an account maintained by the Corporation in the name
of such Eligible Individual.

                                    ARTICLE 8
                                CHANGE OF CONTROL

      Section 8.1 The following acceleration provisions shall apply in the event
of a Change of Control as defined in this Section 8.1:

                        (a) In the event of a Change of Control as defined in
            paragraph (b) of this Section 8.1:

                  (i) any Stock Appreciation Rights and any Options awarded
            under the Plan, if not previously exercisable and vested, shall
            become fully exercisable and vested; and

                  (ii) the restrictions and deferral limitations applicable to
            any Restricted Stock Award under the Plan shall lapse and such
            shares and awards shall be deemed fully vested.

                        (b) For purposes of paragraph (a) of this Section 8.1, a
            "Change of Control" means the happening of any of the following:


                                       13
<PAGE>
            (1) The acquisition by any individual, entity or group (within the
      meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person")
      of beneficial ownership (within the meaning of Rule 13d-3 promulgated
      under the Exchange Act) of 50% or more of either (a) the then-outstanding
      shares of Stock of the Corporation (the "Outstanding Corporation Stock")
      or (b) the combined voting power of the then-outstanding voting securities
      of the Corporation entitled to vote generally in the election of directors
      (the "Outstanding Corporation Voting Securities"); provided, however, that
      for purposes of this subsection (1), the following acquisitions shall not
      constitute a Change of Control: (x) any acquisition by the Corporation,
      (y) any acquisition by any employee benefit plan (or related trust)
      sponsored or maintained by the Corporation or any corporation controlled
      by the Corporation, or, (z) any acquisition by any corporation pursuant to
      a transaction which complies with clauses (a), (b) and (c) of subsection
      (3) of this Section 8.1; or

            (2) The individuals who, as of the date this Plan is approved by the
      Board, are members of the Board (the "Incumbent Board"), cease for any
      reason to constitute at least a majority of the Board; provided, however,
      that, if the election, or nomination for election by the Corporation's
      stockholders, of any new director was approved by a vote of at least
      two-thirds of the Incumbent Board, such new director shall, for purposes
      of this Plan, be considered and defined as a member of the Incumbent
      Board; and provided further, that no individual shall be considered a
      member of the Incumbent Board if such individual initially assumed office
      as a result of either an actual or threatened "Election Contest" (as
      described in Rule 14a-11 promulgated under the Exchange Act) or other
      actual or threatened solicitation of proxies or consents by or on behalf
      of a Person other than the Board (a "Proxy Contest"), including by reason
      of any agreement intended to avoid or settle any Election Contest or Proxy
      Contest; or

            (3) Consummation by the Corporation of a reorganization, merger or
      consolidation or sale or other disposition of all or substantially all of
      the assets of the Corporation or the acquisition of assets of another
      corporation (a "Business Combination"), in each case, unless, following
      such Business Combination, (a) all or substantially all of the individuals
      and entities who were the beneficial owners, respectively, of the
      Outstanding Corporation Stock and Outstanding Corporation Voting
      Securities immediately prior to such Business Combination beneficially
      own, directly or indirectly, more than 25% of, respectively, the
      then-outstanding shares of common stock and the combined voting power of
      the then-outstanding voting securities entitled to vote generally in the
      election of directors, as the case may be, of the corporation resulting
      from such Business Combination (including, without limitation, a
      corporation which as a result of such transaction owns the Corporation or
      all or substantially all of the Corporation's assets either directly or
      through one or more subsidiaries) in substantially the same proportions as
      their ownership immediately prior to such Business Combination of the
      Outstanding Corporation Stock and Outstanding Corporation Voting
      Securities, as the case may be, (b) no Person (excluding any employee
      benefit plan (or related trust) of the Corporation or such corporation
      resulting from such Business Combination) beneficially owns, directly or
      indirectly, 25% or more of, respectively, the then-outstanding shares of
      common stock of the corporation resulting from such Business Combination
      or the combined voting power of the then-outstanding voting securities of
      such corporation except to the extent that such ownership existed prior to
      the Business Combination, and (c) at least a majority of the members of
      the board of directors of the corporation resulting from such Business
      Combination were members of the Incumbent Board at the time of the
      execution of the initial agreement, or of the action of the Board,
      providing for such Business Combination; or


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<PAGE>
            (4) Approval by the shareholders of the Corporation of a complete
      liquidation or dissolution of the Corporation.


                                    ARTICLE 9
                                  MISCELLANEOUS

      Section 9.1 Effect of the Plan on the Rights of Employees and Employer.
Neither the adoption of the Plan nor any action of the Board or the Committee
pursuant to the Plan shall be deemed to give any Eligible Individual any right
to be granted an Award under the Plan and nothing in the Plan, in any Award
granted under the Plan or in any Award Agreement shall confer any right to any
Participant to continue in the employment of the Corporation or any Subsidiary
or to continue to be retained to provide services to the Corporation or any
Subsidiary as a non-employee director, consultant or independent contractor or
interfere in any way with the rights of the Corporation or any Subsidiary to
terminate a Participant at any time.

      Section 9.2 Amendment. The right to alter and amend the Plan at any time
and from time to time and the right to revoke or terminate the Plan or to
suspend the granting of Awards pursuant to the Plan are hereby specifically
reserved to the Board; provided always that no such revocation, termination,
alteration or suspension of any Award shall terminate any outstanding Award
theretofore granted under the Plan, unless there is a liquidation or a
dissolution of the Corporation; and provided further that no such alteration or
amendment of the Plan shall, without prior stockholder approval (i) increase the
total number of shares which may be issued or delivered under the Plan; (ii)
make any changes in the class of Eligible Individuals; (iii) extend the period
set forth in the Plan during which Awards may be granted; or (iv) or make any
changes that require shareholder approval under the rules and regulations of any
securities exchange or market on which the Common Stock is traded. No
alteration, amendment, revocation or termination of the Plan or suspension of
any Award shall, without the written consent of the holder of an Award
theretofore granted under the Plan, adversely affect the rights of such holder
with respect to such Award.

      Section 9.3 Effective Date and Duration of Plan. The effective date and
date of adoption of the Plan shall be November 17, 2003 (the "Effective Date"),
the date of adoption of the Plan by the Board. No Award granted under the Plan
prior to such shareholder approval may be exercised until after such approval.
No Award may be granted under the Plan subsequent to November 17, 2013. The
amendments contained in the Amended and Restated Plan, as set forth herein, are
effective February 27, 2004, provided that such Amended and Restated Plan is
approved by the Corporation's shareholders at a meeting of such holders duly
called, convened and held within one year of the Effective Date.

      Section 9.4 Unfunded Status of Plan. The Plan shall be unfunded. The
Corporation shall not be required to establish any special or separate fund nor
to make any other segregation of assets to assume the payment of any benefits
under the Plan. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award shall give any
such Participant any rights that are greater than those of a general unsecured
creditor of the Corporation; provided, however, that the Committee may authorize
the creation of trusts or make other arrangements to meet the Corporation's
obligations under the Plan to deliver cash, shares or other property pursuant to
any Award, which trusts or other arrangements shall be consistent with the
"unfunded" status of the Plan unless the Committee otherwise determines.


                                       15
<PAGE>
      Section 9.5 Employee Status. For purposes of determining questions of
termination and exercise of an Option or Stock Appreciation Right after a
Participant's Termination, a leave of absence for military or government
service, illness, temporary disability or other reasons approved by a duly
authorized officer of the Company shall not be treated as Termination or
interruption of employment or engagement; provided, however, that, with respect
to an Incentive Stock Option, if such leave of absence exceeds 90 days, such
Option shall be deemed a Non-Qualified Stock Option unless the Eligible
Individual's right to reemployment with the Company or a Subsidiary following
such leave of absence is guaranteed by statute or by contract; provided,
however, that no Award may be granted to an employee while he or she is absent
on leave.

      Section 9.6 Tax Withholding. Whenever the Corporation proposes or is
required to distribute Stock under the Plan, the Corporation may require the
recipient to remit to the Corporation an amount sufficient to satisfy any
Federal, state and local tax withholding requirements prior to the delivery of
any certificate for such shares or, in the discretion of the Committee, the
Corporation may withhold from the shares to be delivered shares sufficient to
satisfy all or a portion of such tax withholding requirements. Whenever under
the Plan payments are to be made in cash, such payments may be net of an amount
sufficient to satisfy any Federal, state and local tax withholding requirements.

      Section 9.7 Benefits. Amounts received under the Plan are not to be taken
into account for purposes of computing benefits under other plans unless the
Corporation determines to do so.

      Section 9.8 Successors and Assigns. The terms of the Plan shall be binding
upon the Corporation and its successors and assigns.

      Section 9.9 Headings. Captions preceding the sections hereof are inserted
solely as a matter of convenience and in no way define or limit the scope or
intent of any provision hereof.

      Section 9.10 Federal and State Laws, Rules and Regulations. The Plan and
the grant of Awards shall be subject to all applicable federal and state laws,
rules and regulations and to such approval by any government or regulatory
agency as may be required.


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