<Page>

                                                                    EXHIBIT 10-D

<Page>

                               AVATEX CORPORATION

                        AMENDED AND RESTATED STOCK OPTION
                                       AND
                             PERFORMANCE AWARD PLAN

                (FORMERLY KNOWN AS THE NATIONAL INTERGROUP, INC.
                  1993 STOCK OPTION AND PERFORMANCE AWARD PLAN)

         This Amended and Restated Stock Option and Performance Award Plan (the
"Plan") of Avatex Corporation, a Delaware corporation formerly known as National
Intergroup, Inc. (the "Company"), amends and restates in its entirety the
National Intergroup, Inc. 1993 Stock Option and Performance Award Plan, as
amended by the Amendment thereto dated October 12, 1994, the Second Amendment
thereto dated June 21, 1999, and the Third Amendment thereto dated March 28,
2000.

         1.   PURPOSE

         The Company, by means of this Plan, desires to afford its directors,
officers, and certain of its key employees and the key employees of any parent
corporation or subsidiary corporation thereof now existing or hereafter formed
or acquired who are responsible for the continued growth of the Company, an
opportunity to acquire a proprietary interest in the Company, and thus to create
in such persons an increased interest in and a greater concern for the welfare
of the Company and any parent corporation or subsidiary corporation thereof. As
used in this Plan, the terms "parent corporation" and "subsidiary corporation"
shall mean, respectively, a corporation within the definition of such terms
contained in Sections 424(e) and 424(f), respectively, of the Internal Revenue
Code of 1986 (as amended, the "Code").

         The stock options ("Options") and other awards ("Plan Awards") to be
granted pursuant to this Plan are a matter of separate inducement and are not in
lieu of any salary or other compensation for services.

         2.   ADMINISTRATION

         The Plan shall be administered by the Finance and Personnel Committee,
or any successor thereto, of the Board of Directors of the Company or by such
other committee, as may be determined by the Board of Directors (the
"Committee"). The Committee shall be comprised, unless otherwise determined by
the Board of Directors, solely of not less than two members who, to the extent
possible, shall be (i) "Non-Employee Directors" within the meaning of Rule
16b-3(b)(3) (or any successor rule) promulgated under Rule 16b-3 under Section
16(b) of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act") and (ii) "outside directors" within the meaning of Treasury Regulation
Section 1.162-27(e)(3) under Section 162(m) of the Code. The Committee shall
administer the Plan so as to comply all times with the Exchange Act. The
majority of the Committee shall constitute a quorum, and the acts of a majority
of the members present at any meeting at which a quorum is present, or acts
approved in

<Page>

writing by a majority of the members of the Committee, shall be the acts of the
Committee. Notwithstanding anything to the contrary herein, the entire Board of
Directors of the Company may act in place of the Committee under this Plan and,
in such event, all references herein to the Committee shall be deemed references
to the Board of Directors.

         3.   SHARES AVAILABLE

         Subject to the adjustments provided in Section 11, the maximum
aggregate number of shares of common stock of the Company which may be granted
for all purposes under the Plan shall be 9,000,000 shares; PROVIDED that the
maximum number of shares of common stock of the Company with respect to which
Options and Plan Awards may be granted to an individual participant under the
Plan during the term of the Plan shall not exceed 3,000,000, subject to
adjustments made in accordance with Section 11 hereof. In the event that an
Option or a Plan Award expires, is terminated unexercised, or is forfeited as to
any shares covered thereby, such shares shall thereafter be available for
Options and Plan Awards to such individual or other individuals under the Plan.
To the extent that a stock appreciation right included in an Option is
exercised, such Option shall be deemed to have been exercised. Options and Plan
Awards may be fulfilled in accordance with the terms of the Plan with either
authorized and unissued shares of the common stock of the Company or issued
shares of such common stock held in the Company's treasury.

         4.   ELIGIBILITY AND BASES OF PARTICIPATION

         Grants under the Plan (i) may be made, pursuant to Sections 6, 8 and 9,
to key employees, officers and directors (but not to any director who is not
also an employee) of the Company, or any subsidiary corporation thereof, who are
regularly employed on a salaried basis and who are so employed on the date of
such grant (the "Officer and Key Employee Participants"), (ii) shall be made,
subject to and in accordance with Section 7, to individuals not regularly
employed by the Company who serve as directors of the Company (the "Outside
Director Participants"), and (iii) shall be made to individuals not regularly
employed by the Company who serve as directors of any subsidiary corporation of
the Company, at the discretion of the Committee administering the Plan.

         5.   AUTHORITY OF COMMITTEE

         Subject to, and consistent with, the express provisions of the Plan and
the Code, the Committee shall have plenary authority, in its sole discretion,
to:

         a.   determine the persons, other than Outside Director Participants,
to whom Options and Plan Awards shall be granted, the time when such Options and
Plan Awards shall be granted, the number of Options and Plan Awards, the
purchase price or exercise price of each Option, the period(s) during which such
Option shall be exercisable (whether in whole or in part), the restrictions to
be applicable to Options and Plan Awards and the other terms and provisions
thereof (which need not be identical);

                                        2
<Page>

         b.   [intentionally omitted]

         c.   provide an arrangement through registered broker-dealers whereby
temporary financing may be made available to an optionee by the broker-dealer,
under the rules and regulations of the Federal Reserve Board, for the purpose of
assisting an optionee in the exercise of an Option or Plan Award, such authority
to include the payment by the Company of the commissions of the broker-dealer;

         d.   provide the establishment of procedures for an optionee (i) to
have withheld from the total number of shares to be acquired upon the exercise
of an Option that number of shares having a Fair Market Value (as defined in
Section 14) which, together with such cash as shall be paid in respect of
fractional shares, shall equal the Option exercise price, and (ii) to exercise a
portion of an Option by delivering that number of shares already owned by such
optionee having a Fair Market Value which shall equal the partial Option
exercise price and to deliver the shares thus acquired by such optionee in
payment of shares to be received pursuant to the exercise of additional portions
of such Option, the effect of which shall be that such optionee can in sequence
utilize such newly acquired shares in payment of the exercise price of the
entire Option, together with such cash as shall be paid in respect of fractional
shares;

         e.   provide the establishment of a procedure whereby a number of
shares of common stock or other securities may be withheld from the total number
of shares of common stock or other securities to be issued upon exercise of an
Option to meet the obligation of withholding for taxes incurred by an optionee
upon such exercise;

         f.   prescribe, amend, modify and rescind rules and regulations
relating to the Plan;

         g.   make all determinations specified in or permitted by the Plan or
deemed necessary or desirable for its administration or for the conduct of the
Committee's business; and

         h.   establish any procedures determined to be appropriate in
discharging its responsibilities under the Plan.

The Committee may delegate to one or more of its members, or to one or more
agents, such administrative duties as it may deem advisable, and the Committee
or any person to whom it has delegated duties as aforesaid, may employ one or
more persons to render advice with respect to any responsibility the Committee
or such person may have under the Plan; PROVIDED, HOWEVER, that the Committee
may not delegate any duties to a member of the Board of Directors of the Company
who, if elected to serve on the Committee, would not qualify as a "non-employee
director" to administer the Plan as contemplated by Rule 16b-3(b)(3) (or any
successor rule) promulgated under the Exchange Act and as an "outside director"
within the meaning of Treasury Regulation Section 1.162-27(e)(3) under Section
162(m) of the Code. The Committee may employ attorneys, consultants,
accountants, or such other persons as it may deem appropriate, and the
Committee, the Company, and its officers and directors shall be entitled to rely
upon the advice, opinions or valuations of any such persons. All actions taken
and all interpretations and determinations made by the Committee in good faith
shall be final and

                                        3
<Page>

binding upon the Company, all persons who have received Options or Plan Awards
under the Plan and all other interested persons. No member or agent of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan and all members and
agents of the Committee shall be fully protected by the Company in respect of
any such action, determination or interpretation.

         6.   STOCK OPTIONS FOR OFFICER AND KEY EMPLOYEE PARTICIPANTS

         The Committee shall have the authority, in its sole discretion, to
grant to Officer and Key Employee Participants (i) incentive stock options
("Incentive Options") pursuant to Section 422 of the Code, (ii) non-qualified
stock options ("Non-Qualified Options") (options which do not qualify under
Section 422 of the Code) or (iii) both types of Options. The terms and
conditions of the Options shall be determined from time to time by the
Committee; PROVIDED, HOWEVER, that the Options granted under the Plan shall be
subject to the following:

         a.   OPTION PRICE. The Committee shall establish the option price at
the time any Option is granted at such amount as the Committee shall determine;
PROVIDED, HOWEVER, that the option price for each share purchasable under any
Incentive Option granted hereunder shall be such amount as the Committee shall,
in its best judgment, determine to be not less than one hundred percent (100%)
of the Fair Market Value (as defined in Section 14) per share at the date the
Option is granted; and PROVIDED, FURTHER, HOWEVER, that in the case of an
Incentive Option granted to a person who, at the time such Incentive Option is
granted, owns shares of the Company, or any parent corporation or subsidiary
corporation thereof, which possess more than ten percent (10%) of the total
combined voting power of all classes of shares of the Company or of any
subsidiary corporation or parent corporation of the Company, the purchase price
for each share shall be such amount as the Committee, in its best judgment,
shall determine to be not less than one hundred ten percent (110%) of the Fair
Market Value per share at the date the Option is granted. The Option price will
be subject to adjustment in accordance with the provisions of Section 11 of the
Plan.

         b.   PAYMENT. The price per share of common stock of the Company with
respect to each Option shall be payable at the time the Option is exercised.
Such price shall be payable in cash, which may be paid by wire transfer in
immediately available funds, by check or by any other instrument acceptable to
the Company or, in the discretion of the Committee, by delivery to the Company
of shares of common stock of the Company owned by the optionee or by the Company
withholding from the total number of shares to be acquired pursuant to the
Option a portion of such shares. Shares delivered to or withheld by the Company
in payment of the option price shall be valued at the Fair Market Value of the
common stock of the Company on the day preceding the date of the exercise of the
Option.

         c.   [intentionally omitted]

         d.   EXERCISABILITY OF STOCK OPTION. Subject to subsections (e), (f)
and (g) below, each Option shall be exercisable in such installments as may be
determined by the Committee at the time of the grant. The right to purchase
shares shall be cumulative so that when the right to

                                        4
<Page>

purchase any shares has accrued such shares or any part thereof may be purchased
at any time thereafter until the expiration or termination of the Option. No
Option by its terms shall be exercisable after the expiration of ten (10) years
from the date of grant of the Option; PROVIDED, HOWEVER, in the case of an
Incentive Option granted to a person who, at the time such Option is granted,
owns stock of the Company, or any parent corporation or subsidiary corporation
thereof, possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, or any corporation or subsidiary
corporation thereof, such Option shall not be exercisable after the expiration
of five (5) years from the date such Option is granted.

         e.   DEATH. In the event of the death of any optionee, (i) all Options
held by such optionee on the date of death shall become exercisable and (ii) the
estate of such optionee shall have the right, within one (1) year after the date
of death (but in no event after the expiration date of the Option), to exercise
such optionee's Option with respect to all or any part of the shares of stock
underlying the Options held by such optionee immediately prior to the time of
his death.

         f.   DISABILITY. If the employment of any optionee is terminated
because of Disability (as defined in Section 14), (i) all Options held by such
optionee as of the date of such termination shall become exercisable and (ii)
such optionee shall have the right within one (1) year after the date of such
termination (but in no event after the expiration of the Option), to exercise
the Option with respect to all or any part of the shares of stock underlying the
Options held by such optionee immediately prior to the time of such termination.

         g.   RETIREMENT. If an optionee retires (as defined in Section 14) from
the Company, its parent or any of its subsidiaries, (i) all Options held by such
optionee on the date of his retirement shall become exercisable and (ii) such
optionee shall have the right, within one year (or three (3) months in the case
of an Incentive Stock Option) after the date of his retirement (but in no event
after the expiration date of the Option) to exercise his Option with respect to
all or any part of the shares of stock underlying the Options held by such
optionee immediately prior to the time of retirement.

         h.   OTHER TERMINATION OR FOR CAUSE. If the employment of an optionee
is terminated for any reason other than those specified in subsections 6(e), (f)
or (g) above, such optionee shall have the right, within thirty (30) days (or
three (3) months in the case of an Incentive Option) after the date of such
termination (but in no event after the expiration date of the Option), to
exercise his Option with respect to all or any part of the shares of stock which
such optionee was entitled to purchase immediately prior to the time of such
termination; PROVIDED, HOWEVER, that, if such optionee's employment was
terminated by the Company, or any parent corporation or subsidiary corporation
thereof, for good cause, or if the optionee voluntarily terminates employment
without the consent of the Company, or any parent corporation or subsidiary
corporation thereof (of which fact the Committee shall be the sole judge), such
optionee shall be deemed to have immediately forfeited all rights under his
Options, except as to shares of common stock of the Company already purchased
thereunder. Termination for "good cause" shall mean (unless another definition
is agreed to in writing by the Company and the optionee) termination by action
of the Board of Directors because of: (i) the optionee's conviction of, or plea
of nolo contendere to, a felony or a crime involving moral turpitude; (ii) the
optionee's

                                        5
<Page>

personal dishonesty, incompetence, willful misconduct, willful violation of any
law, rule, or regulation (other than traffic violations or similar offenses) or
breach of fiduciary duty which involves personal profit; (iii) the optionee's
commission of material mismanagement in the conduct of his duties as assigned to
him by the Board of Directors or the Chief Executive Officer of the Company;
(iv) the optionee's willful failure to execute the policies of the Company or
his stated duties as established by the Board of Directors or the Chief
Executive Officer of the Company, or intentional failure to perform his stated
duties; or (v) chemical dependency that materially impairs the ability to
discharge duties on the part of the optionee. The determination that there
exists "good cause" for termination shall be made by the Committee (unless
otherwise agreed to in writing by the Company and the optionee) and such
determination shall be conclusive.

         i.   MAXIMUM EXERCISE. The aggregate Fair Market Value of shares of
common stock of the Company (determined at the time of the grant of the Option)
with respect to which Incentive Options are exercisable for the first time by an
optionee during any calendar year under all plans of the Company, or any parent
corporation or subsidiary corporation thereof, shall not exceed $100,000. To the
extent the aggregate Fair Market Value of the shares underlying one or more
Incentive Options that are first exercisable in any calendar year under this and
all other option plans of the Company and its subsidiaries and any parent exceed
$100,000, such excess Options shall no longer be treated as Incentive Options.

         j.   DISCRETION UPON SEPARATION FROM EMPLOYMENT. Notwithstanding
anything to the contrary herein, in connection with the termination of
employment of an optionee or the separation of an optionee from the Company, the
Committee shall have complete discretion to amend any Option previously granted
to such optionee so as to extend the period during which such Option is
exercisable and/or remove any restrictions applicable to such Option, including
the acceleration of the vesting thereof.

         7.   STOCK OPTION GRANTS TO OUTSIDE DIRECTOR PARTICIPANTS.

         Subject to the terms and conditions of this Section 7, commencing with
the Annual Meeting of the Company's stockholders to be held in 2001, each person
who is serving as an Outside Director Participant on the third trading day
following the later of (i) the date on which the Annual Meeting of the Company's
stockholders or any adjournment thereof is held in any year or (ii) the date on
which the Company publicly announces the results of operations of the Company
for the fiscal quarter immediately preceding such Annual Meeting, shall
automatically be granted an Option to purchase 20,000 shares of common stock of
the Company. In addition, but without duplication with respect to the foregoing
grant to existing Outside Director Participants, an initial grant of an Option
to purchase 15,000 shares of common stock shall automatically be granted to each
individual who is first elected an Outside Director Participant on the third
trading date following the effective date of such election. The terms and
conditions of the Options granted to Outside Director Participants hereunder
shall be determined from time to time by the Committee; PROVIDED, HOWEVER, that
the Options granted hereunder shall be Non-Qualified Options and shall be
subject to the following:

                                        6
<Page>

         a.   OPTION PRICE. The option price of each share covered by such
Options shall be equal to the Fair Market Value per share of the common stock of
the Company on the date of grant.

         b.   PAYMENT. The price per share of common stock of the Company with
respect to each Option shall be payable at the time the Option is exercised.
Such price shall be payable in cash, which may be paid by wire transfer in
immediately available funds, by check or by any other instrument acceptable to
the Company or, in the discretion of the Committee, by delivery to the Company
of other shares of common stock of the Company owned by the Outside Director
Participant or by the Company withholding from the total number of shares to be
acquired pursuant to the Option, a portion of such shares. Shares delivered to
or withheld by the Company in payment of the option price shall be valued at the
Fair Market Value of the common stock of the Company on the day preceding the
date of the exercise of the Option.

         c.   EXERCISABILITY OF STOCK OPTION. Subject to subsections (d) and (f)
below, fifty percent (50%) of each Option shall be exercisable beginning one (1)
year after the date of the grant, with the remainder becoming exercisable two
(2) years after the date of grant. The right to purchase shares shall be
cumulative so that when the right to purchase any shares has accrued such shares
or any part thereof may be purchased at any time thereafter until the expiration
or termination of the Option. No Option by its terms shall be exercisable after
the expiration of five (5) years from the date of grant of the Option.

         d.   DEATH. In the event of the death of an Outside Director
Participant, (i) all Options held by such optionee on the date of death shall
become exercisable and (ii) the estate of such optionee shall have the right
within one (1) year after the date of death (but in no event after the
expiration of the Option) to exercise his Option with respect to all or any part
of the shares of stock underlying the Options held by such optionee immediately
prior to the time of his death.

         e.   DISABILITY. If an Outside Director Participant's service as a
director of the Company is terminated because of Disability, (i) all options
held by such optionee as of the date of such termination shall become
exercisable and (ii) such optionee shall have the right within one (1) year
after the date of such termination (but in no event after the expiration of the
Option) to exercise his Option with respect to all or any part of the shares of
stock underlying the Options held by such optionee immediately prior to the time
of such termination.

         f.   RETIREMENT. If an Outside Director Participant retires (as defined
in Section 14) from the Company, (i) all Options held by such optionee on the
date of his retirement shall become exercisable and (ii) such optionee shall
have the right, within one year after the date of his retirement (but in no
event after the expiration date of the Option) to exercise his Option with
respect to all or any part of the shares of stock underlying the Options held by
such optionee immediately prior to the time of retirement.

         g.   OTHER TERMINATION OR FOR CAUSE. In the event an Outside Director
Participant is terminated for any reason other than those specified in
subsections 7(d), (e) or (f) above, such optionee shall have the right, within
thirty (30) days after the date of such termination (but in no event after the
expiration date of the Option), to exercise his Option with respect to all or
any part

                                        7
<Page>

of the shares of stock which such optionee was entitled to purchase immediately
prior to such termination; PROVIDED, HOWEVER, that if the optionee is removed
from office for cause by action of the stockholders of the Company in accordance
with its by-laws and the General Corporation Law of the State of Delaware, or if
such optionee voluntarily terminates his service without the consent of the
Company (of which fact the Committee shall be the sole judge), then such
optionee shall be deemed to have immediately forfeited his rights under his
Options, except as to the shares of common stock of the Company already
purchased thereunder.

         h.   INELIGIBILITY FOR OTHER GRANTS. Any Outside Director Participant
who receives an Option pursuant to this Section 7 shall be ineligible to receive
any other Option under any other Section of this Plan.

         i.   THE COMMITTEE. The provisions of this Section 7 shall be
administrated by the Committee solely in accordance with the terms hereof;
PROVIDED, HOWEVER, that the Committee shall maintain the authority to interpret
this Section of the Plan and to make all determinations permitted by this
Section 7 or deemed necessary for its administration.

         8.   STOCK APPRECIATION RIGHTS.

         The Committee shall have the authority to grant stock appreciation
rights to Officer and Key Employee Participants in connection with an Option,
either at the time of grant of the Option or by amendment. Each such right shall
be subject to the same terms and conditions as the related Option and shall be
exercisable only at such times and to such extent as the related Option is
exercisable; PROVIDED, HOWEVER, that a stock appreciation right may be exercised
only when the Fair Market Value of the common stock of the Company exceeds the
exercise price of the related Option. A stock appreciation right shall entitle
the optionee to surrender to the Company unexercised the related Option, or any
portion thereof, and to receive from the Company in exchange therefor that
number of shares having an aggregate value equal to the excess of (i) the Fair
Market Value of one share of the common stock of the Company on the day
preceding the surrender of such Option over (ii) the option price per share
multiplied by (iii) the number of shares called for by the Option, or portion
thereof, which is surrendered; PROVIDED, HOWEVER, that no fractional shares
shall be issued. The number of shares of common stock of the Company which may
be received pursuant to the exercise of a stock appreciation right may not
exceed the number of shares called for by the Option, or portion thereof, which
is surrendered. The Committee shall have the right to determine, in its sole
discretion, whether (i) the Company's obligation to any person exercising a
stock appreciation right shall be paid in cash, or partly in cash and partly in
shares of the common stock of the Company or (ii) to approve an election by a
participant to receive cash in whole or in part in settlement of the stock
appreciation right.

         An election by a participant to receive cash in settlement of a stock
appreciation right, and any exercise of such stock appreciation right for cash,
may be made only by a request by a participant. Within thirty (30) days
following the receipt by the Committee of a request to receive cash in whole or
in part in settlement of a stock appreciation right or to exercise such stock
appreciation right for cash, the Committee shall, in its sole discretion, either
consent to or

                                        8
<Page>

disapprove, in whole or in part, such request. A request to receive cash in
whole or in part in settlement of a stock appreciation right or to exercise a
stock appreciation right for cash may provide that, in the event the Committee
shall disapprove such request, such request shall be deemed to be an exercise of
such stock appreciation right for shares of common stock of the Company.

         If the Committee disapproves any election by a participant to receive
cash in whole or in part in settlement of a stock appreciation right or to
exercise such stock appreciation right for cash, such disapproval shall not
affect such participant's right to exercise such stock appreciation right at a
later date, to the extent that such stock appreciation right shall be otherwise
exercisable, or to elect the form of payment at a later date, provided that an
election to receive cash at such later date also shall be subject to the
approval of the Committee. Additionally, such disapproval shall not affect such
holder's right to exercise any related Option or Options granted to such holder
under this Plan.

         9.   PERFORMANCE SHARES, RESTRICTED SHARES AND PERFORMANCE UNITS

         The Committee shall have the authority to grant to Officer and Key
Employee Participants performance shares, restricted shares or performance units
either separately or in combination with other awards authorized by the Plan.
The terms and conditions of performance and restricted shares or performance
units shall be determined from time to time by the Committee without limitation,
except as may otherwise be provided in the Plan. In addition:

         a.   each award shall be granted for services rendered and at no
additional cost to the participant, PROVIDED, HOWEVER, that the value of the
services performed must, in the opinion of the Company, equal or exceed the par
value of the shares of the Company to be granted to the participant;

         b.   each award shall be evidenced by a signed written agreement
between the Company and the participant containing the terms and conditions of
the award;

         c.   the Company shall establish a performance account for each
participant to whom performance or restricted shares or performance units are
granted, and the performance or restricted shares or performance units granted
shall be credited to such account. Shares in the form of restricted common stock
or other securities, when issued, shall be registered in the name of the
participant and, together with a stock power endorsed in blank, deposited with
the Company at the time the account is credited;

         d.   the duration of the performance or restriction period applicable
to any such award shall be determined by the Committee at the time each grant is
made. Performance or restricted shares or performance units may not be sold,
assigned, transferred, redeemed, pledged, hypothecated or otherwise encumbered
during the restriction period, except as provided in Section 9(h). More than one
grant may be outstanding at any one time, and performance or restriction periods
may be different lengths;

                                        9
<Page>

         e.   at the time of each grant, the Committee shall establish
performance targets at which performance shares or units shall be earned or
times at which restrictions placed on restricted shares or units shall lapse.
The Committee may also establish a relationship between performance targets and
the number of performance shares or the number or value of performance units
which shall be earned. The Committee also shall establish a relationship between
performance results other than the targets and the number of performance or
restricted shares and the number or value of performance units, if any, which
shall be earned. The Committee shall determine the measures of performance to be
used in determining the extent to which performance shares or units are earned
or restrictions on restricted shares or units shall lapse. Performance measures
and targets may vary among grants, but once established for a grant may not be
modified with respect to that grant, except as provided in Section 10 and
provided that, with respect to performance shares and performance units, the
Committee may, in its sole discretion, make such adjustments to performance
targets, the number of performance shares or the number or value of performance
units which shall be earned, or such other changes as it may deem necessary or
advisable in the event of material changes in the criteria used for establishing
performance targets which would result in the dilution or enlargement of a
participant's award outside the goals intended by the Committee at the time of
the grant of the award;

         f.   The Committee may provide that amounts equivalent to dividends or
interest shall be payable with respect to performance or restricted shares or
performance units held in the participant's performance account. Such amounts
shall be credited to the performance account, and shall be payable to the
participant at such time as the restrictions on the respective shares or
performance units are removed and the shares or other interests are distributed
to the participant. The Committee further may provide that amounts equivalent to
interest or dividends held in the performance accounts be credited to such
accounts on a periodic or other basis;

         g.   Performance awards shall be earned to the extent that the terms
and conditions of the Plan and the grant are met;

         h.   If the participant ceases to be an employee with the consent of
the Committee, dies, becomes Disabled, or retires, the award earned under this
Section with respect to any outstanding performance or restricted shares or
performance units shall be determined by the Committee. If the participant
ceases to be an employee for any other reason, all shares or other interests
awarded hereunder and subject to restrictions shall be forfeited. In such case,
the Company shall have the right to complete the blank stock power with respect
to performance or restricted shares or their equivalent and transfer the same to
its treasury. Notwithstanding the foregoing, in connection with the termination
of employment of a participant or the separation of a participant from the
Company, the Committee shall have complete discretion to amend any performance
award previously granted to such participant so as to extend the period during
which such performance award is exercisable and/or remove any restrictions
applicable to such performance award, including the acceleration of the vesting
thereof.

                                       10
<Page>

         9A.  PERFORMANCE-BASED AWARDS.

         Certain stock options, stock appreciation awards, performance shares,
restricted shares and performance units (collectively, "Benefits") granted under
the Plan may be granted in a manner such that the Benefits qualify for the
performance-based compensation exemption of Section 162(m) of the Code
("Performance-Based Awards"). As determined by the Committee in its sole
discretion, either the granting or vesting of such Performance-Based Awards
shall be based on achievement of hurdle rates and/or growth rates in one or more
business criteria that apply to the individual participant, one or more business
units or the Company as a whole. The business criteria shall be as follows,
individually or in combination: (i) net earnings; (ii) earnings per share; (iii)
net sales growth; (iv) market share; (v) net operating profit; (vi) expense
targets; (vii) working capital targets relating to inventory and/or accounts
receivable; (viii) operating margin; (ix) return on equity; (x) return on
assets; (xi) planning accuracy (as measured by comparing planned results to
actual results); (xii) market price per share; and (xiii) total return to
stockholders. In addition, Performance-Based Awards may include comparisons to
the performance of other companies, such performance to be measured by one or
more of the foregoing business criteria. With respect to Performance-Based
Awards, (i) the Committee shall establish in writing (x) the performance goals
applicable to a given period, and such performance goals shall state, in terms
of an objective formula or standard, the method for computing the amount of
compensation payable to the participant if such performance goals are obtained
and (y) the individual employees or class of employees to which such performance
goals apply no later than 90 days after the commencement of such period (but in
no event after 25% of such period has elapsed) and (ii) no Performance-Based
Awards shall be payable to or vest with respect to, as the case may be, any
participant for a given period until the Committee certifies in writing that the
objective performance goals (and any other material terms) applicable to such
period have been satisfied. With respect to any Benefits intended to qualify as
Performance-Based Awards, after establishment of a performance goal, the
Committee shall not revise such performance goal or increase the amount of
compensation payable thereunder (as determined in accordance with Section 162(m)
of the Code) upon the attainment of such performance goal. Notwithstanding the
preceding sentence, the Committee may reduce or eliminate Benefits payable upon
the attainment of such performance goal.

         10.  DEFERRAL OF PAYMENTS

         The Committee may establish procedures by which a participant may elect
to defer payment of a Plan Award. The Committee shall determine the terms and
conditions of such deferral. Any such deferral shall be subject to the
following:

         a.   CONTINGENT NATURE OF ALLOCATION. Every allocation under the Plan
to a performance account shall be considered "contingent" and unfunded until any
forfeiture restrictions under the terms of the award expire or lapse, until all
conditions contained in the award are satisfied, and until any elective deferral
period expires. Such contingent allocations shall be considered bookkeeping
entries only, notwithstanding the "crediting" of "dividends" or "interest". Such
accounts shall be subject to the general claims of the Company's creditors.

                                       11
<Page>

Nothing contained herein shall be construed as creating a trust or fiduciary
relationship between the participants and the Company or the Committee.

         b.   PARTICIPANT'S RIGHTS TO AWARDS. Until a Plan Award vests, the
elective deferral period expires, and any restrictions lapse, the participant's
performance account balance cannot be sold, conveyed, transferred, pledged,
hypothecated, or assigned. Until the Plan Award vests and becomes payable, such
account balances shall be the property of the Company. The participant's rights
to such account balances shall be no greater than that of a general creditor of
the Company. Receipt of a Plan Award is conditioned upon satisfactory compliance
with the terms and conditions of the award and other requirements of the Plan.

         If a certificate of stock or other security is issued pursuant to the
Plan, such certificates shall bear the appropriate legend referring to the
terms, conditions and restrictions applicable to such stock or other security.
Any attempt to dispose of such stock or other security in violation of such
restrictions shall be ineffective.

         c.   ELECTION TO DEFER PAYMENT. If a Plan participant desires to defer
the normal receipt of funds due him under a Plan Award, he must make an
irrevocable election in a calendar year prior to the calendar year or years in
which he is to perform services that will entitle him to the award. Such
election shall provide a fixed date for the termination of the deferral period.
The participant shall not be permitted to receive his award prior to the end of
the elected deferral period, except in the event of death or retirement from the
Company, its parent, or a subsidiary thereof, Disability, or termination of
employment with the Company's consent as determined by the Committee. The
decision of the Committee shall be final.

         11.  ADJUSTMENT OF SHARES

         In the event there is any change in the common stock of the Company by
reason of any reorganization, recapitalization, stock split, stock dividend or
otherwise, the number or kind of shares or interests subject to any Option,
restricted share grant, or performance share or unit award, and the per share
price or value thereof shall be appropriately adjusted by the Committee at the
time of such event, provided that each participant's position with respect to
such Option, restricted share grant, or performance share or unit award, and the
per share price or value thereof shall not, as a result of such adjustment, be
of less value than it had been immediately prior to such event. Notwithstanding
the foregoing, (i) each such adjustment with respect to an Incentive Stock
Option shall comply with the rules of Section 424(a) of the Code, and (ii) in no
event shall any adjustment be made which would render any Incentive Stock Option
granted hereunder other than an "incentive stock option" for purposes of Section
422 of the Code.

         12.  CHANGE OF CONTROL

         In the event of a Change of Control (as defined in Section 14) all
Options previously issued pursuant to the Plan shall become immediately
exercisable; PROVIDED, HOWEVER, that in the event of a merger between the
Company and another corporation in which the Company is not the surviving
entity, any Options or other Plan Awards issued pursuant to this Plan which have

                                       12
<Page>

not been exercised shall, in the sole discretion of the Committee, either (i) be
cancelled and replacement awards shall be issued by the surviving entity or (ii)
all such Options shall become immediately exercisable.

         13.  MISCELLANEOUS PROVISIONS

         a.   ASSIGNMENT OR TRANSFER. No grant of any "derivative security" (as
defined by Rule 16a-1(c) under the Exchange Act) made under the Plan or any
rights or interests therein shall be assignable or transferable by a participant
except by will or the laws of descent and distribution. During the lifetime of a
participant, Options and Plan Awards granted hereunder shall be exercisable only
by the participant. Notwithstanding the foregoing, at the discretion of the
Committee, an award of a Benefit other than an Incentive Option may be
transferred by a participant solely to the participant's spouse, siblings,
parents, children and grandchildren or trusts for the benefit of such persons or
partnerships, corporations, limited liability companies or other entities owned
solely by such persons, including trusts for such persons, subject to any
restriction included in the award of the Benefit.

         b.   INVESTMENT REPRESENTATION. If a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
awards paid in shares of common stock or other securities, is not in effect at
the time an Option or other applicable Plan Award is exercised, the Company may
require, for the sole purpose of complying with the Securities Act, that prior
to delivering such common stock to the participant, such participant must
deliver to the Secretary of the Company a written statement (i) representing and
warranting that such common stock is being acquired for investment only and not
with a view to the resale or distribution thereof, (ii) acknowledging and
confirming that such common stock may not be sold unless registered for sale
under the Securities Act or pursuant to an exemption from such registration and
(iii) agreeing that the certificates representing such common stock shall bear a
legend to the effect of the foregoing. If, subsequent to the delivery by a
participant of the written statement described in the preceding sentence, the
common stock is registered under the Securities Act, the Company may release
such participant from such written statement without effecting a "modification"
of the Plan within the meaning of Section 424(h)(3) of the Code.

         c.   WITHHOLDING TAXES. In the case of distributions of common stock or
other securities hereunder, the Company, as a condition of such distribution,
may require the payment (through withholding from the participant's salary,
reduction of the number of shares of common stock or other securities to be
issued, or otherwise) of any federal, state, local or foreign taxes required by
law to be withheld with respect to such distribution.

         d.   COSTS AND EXPENSES. The costs and expenses of administering the
Plan shall be borne by the Company and shall not be charged against any Option
or Plan Award, or to any employee receiving a Plan Award.

         e.   FUNDING OF PLAN. The Plan shall be unfunded. The Company shall not
be required to make any segregation of assets to assure the payment of any
Option or Plan Award under the

                                       13
<Page>

Plan. The Plan is not intended to be subject to the Employee Retirement Income
Security Act of 1974, as amended.

         f.   OTHER INCENTIVE PLANS. The adoption of the Plan does not preclude
the adoption by appropriate means of any other incentive plan for employees.

         g.   VESTING. Except as otherwise provided herein, any Option or Plan
Award granted pursuant to the Plan shall become exercisable and, hence, vested
as determined by the Board of Directors of the Company.

         h.   AFFECT ON EMPLOYMENT. Nothing contained in this Plan or any
agreement related hereto or referred to herein shall affect, or be construed as
affecting, the terms of employment of any Officer or Key Employee Participant
except to the extent specifically provided herein or therein. Nothing contained
in this Plan or any agreement related hereto or referred to herein shall impose,
or be construed as imposing, an obligation on (i) the Company, or any parent
corporation or subsidiary corporation thereof, to continue the employment of any
Officer or Key Employee Participant, or (ii) any Officer or Key Employee
Participant to remain in the employ of the Company, or any parent corporation or
subsidiary corporation thereof.

         14.  DEFINITIONS

         a.   "Fair Market Value" shall, as it relates to the common stock of
the Company, mean the average of the high and low prices of a share of such
common stock as reported on the New York Stock Exchange on the date specified
herein, or if there were no sales on such date, on the next preceding day on
which there were sales, or if such common stock is no longer listed on the New
York Stock Exchange, another exchange, or regularly traded in the
over-the-counter market, the value of such common stock on such date as
determined by the Committee in good faith.

         b.   "Disability" shall be construed under the appropriate provisions
of the long-term disability plan maintained for the benefit of employees of the
Company, or any parent corporation or subsidiary corporation thereof, who are
regularly employed on a salaried basis, unless another meaning shall be agreed
to in writing by the Committee and the optionee.

         c.   A "Change of Control" shall be deemed to have occurred if,
subsequent to the Effective Date of this Plan (as defined in Section 17), (i)
any "person" (as such term is defined in Section 13(d) of the Exchange Act) is
or becomes the beneficial owner, directly or indirectly, of either (x) a
majority of the Company's outstanding shares of common stock or (y) securities
of the Company representing a majority of the combined voting power of the
Company's then outstanding voting securities, or (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company cease, at any time after the beginning of
such period, for any reason to constitute a majority of the Board of Directors
of the Company, unless each new director was nominated or the election of such
director was ratified by at least two-thirds of the directors still in office
who were directors at the beginning of such two-year period.

                                       14
<Page>

         d.   "Retirement' shall mean (i) with respect to any Officer or Key
Employee Participant, the termination of employment from the Company, its parent
or any of its subsidiaries, who at the time of such termination is at least
fifty-five (55) years of age and who has completed at least ten (10) years of
service (at least 1,000 hours in any fiscal year) with the Company, its parent
or any subsidiary, or any combination thereof or (ii) with respect to an Outside
Director Participant, either failure of the Company to retain or nominate for
re-election such Outside Director Participant or such director is ineligible to
run for re-election pursuant to the Company's by-laws.

         15.  AMENDMENT OF PLAN

         The Board of Directors of the Company shall have the right to amend,
modify, suspend or terminate the Plan at any time, provided that no amendment
shall be made which shall (i) increase the total number of shares of the common
stock of the Company which may be issued and sold pursuant to Options and Plan
Awards granted under the Plan, (ii) decrease the minimum option price in the
case of an Incentive Option or (iii) modify the provisions of the Plan relating
to eligibility with respect to Incentive Options, unless each such amendment is
made by or with the approval of the stockholders of the Company. The Board of
Directors shall be authorized to amend the Plan and the Options and Plan Awards
granted thereunder (i) to qualify as "incentive stock options" within the
meaning of Section 422 of the Code or (ii) to comply with Rule 16b-3 (or any
successor rule) under the Exchange Act. No amendment, modification, suspension
or termination of the Plan shall alter or impair any Options or Plan Awards
previously granted under the Plan, without the consent of the holder thereof.

         16.  GOVERNING LAW. This Plan, Benefits granted hereunder and actions
taken in connection herewith shall be governed and construed in accordance with
the laws of the State of Delaware (regardless of the law that might otherwise
govern under applicable Delaware principles of conflict of laws).

         17.  EFFECTIVE DATE AND TERM OF PLAN

         a.   The National Intergroup, Inc. 1993 Stock Option and Performance
Award Plan originally became effective upon its approval by the Company's
stockholders on July 21, 1993 (the "Effective Date"). This Amended and Restated
Plan shall be effective as of July 9, 2001, the date on which the Plan was
adopted by the Board of Directors (the "Board Approval Date"), provided that the
Plan is approved by the stockholders of the Company at an annual meeting, any
special meeting or by written consent of stockholders of the Company within 12
months of the Board Approval Date, and such approval of stockholders shall be a
condition to the right of each participant to receive any Benefits hereunder.
Any Benefits granted under the Plan prior to such approval of stockholders shall
be effective as of the date of grant (unless, with respect to any Benefit, the
Committee specifies otherwise at the time of grant), but no such Benefit may be
exercised or settled and no restrictions relating to any Benefit may lapse prior
to such stockholder approval, and if stockholders fail to approve the Plan as
specified hereunder, any such Benefit shall be cancelled.

                                       15
<Page>

         b.   This Plan shall remain in effect for ten (10) years after the
Board Approval Date, unless sooner terminated by the Board of Directors. No
awards or grants may be made under the Plan subsequent to the expiration date.


                                       16