exh104.htm


     

    
      


      

    

    Exhibit
10.4

     

     

    
      FIRST
KEYSTONE FINANCIAL, INC.

      AMENDED
AND RESTATED 1995 STOCK OPTION PLAN

       

      ARTICLE
I

      ESTABLISHMENT
OF THE PLAN

       

      First
Keystone Financial, Inc. (the "Corporation") hereby amends and restates its 1995
Stock Option Plan (as amended and restated, the "Plan") upon the terms and
conditions hereinafter stated, with the amendment and restatement effective as
of November __, 2008.  The Plan is being amended and restated in order
to comply with Section 409A of the Code, as defined herein.

       

       

      ARTICLE
II

      PURPOSE
OF THE PLAN

       

      The
purpose of this Plan is to improve the growth and profitability of the
Corporation and its Subsidiary Companies by providing Employees and Non-Employee
Directors with a proprietary interest in the Corporation as an incentive to
contribute to the success of the Corporation and its Subsidiary Companies, and
rewarding those Employees for outstanding performance and the attainment of
targeted goals.  All Incentive Stock Options issued under this Plan
are intended to comply with the requirements of Section 422 of the Code and the
regulations thereunder, and all provisions hereunder shall be read, interpreted
and applied with that purpose in mind.

       

       

      ARTICLE
III

      DEFINITIONS

       

      3.01           "Award"
means an Option or Stock Appreciation Right granted pursuant to the terms of
this Plan.

       

      3.02           "Bank"
means First Keystone Bank, the wholly owned subsidiary of the
Corporation.

       

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

       

      3.04           "Code"
means the Internal Revenue Code of 1986, as amended.

       

      3.05           "Committee"
means a committee of two or more directors appointed by the Board pursuant to
Article IV hereof, none of whom shall be an Officer or Employee of the
Corporation, and each of whom shall be a Non-Employee Director within the
meaning of Rule 16b-3 under the Exchange Act, or any successor
thereto.

       

      3.06           "Common
Stock" means shares of the common stock, $.01 par value per share, of the
Corporation.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      3.07           "Disability"
means in the case of any Optionee that the Optionee: (i) is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (ii) is,
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering
employees of the Corporation or the Bank (or would have received such benefits
for at least three months if he had been eligible to participate in such
plan).

       

      3.08           "Effective
Date" means the day upon which the Board originally adopted this
Plan.

       

      3.09           "Employee"
means any person who is employed by the Corporation, the Bank or any Subsidiary
Company, or is an Officer of the Corporation, the Bank or any Subsidiary
Company, but not including directors who are not also Officers of or otherwise
employed by the Corporation or a Subsidiary Company.

       

      3.10           "Exchange
Act" means the Securities Exchange Act of 1934, as amended.

       

      3.11          "Fair
Market Value" shall be equal to the fair market value per share of the
Corporation's Common Stock on the date an Award is granted.  For
purposes hereof, the Fair Market Value of a share of Common Stock shall be the
closing sale price of a share of Common Stock on the date in question (or, if
such day is not a trading day in the U.S. markets, on the nearest preceding
trading day), as reported with respect to the principal market (or the composite
of the markets, if more than one) or national quotation system in which such
shares are then traded, or if no such closing prices are reported, the mean
between the high bid and low asked prices that day on the principal market or
national quotation system then in use. Notwithstanding the foregoing, if the
Common Stock is not readily tradable on an established securities market for
purposes of Section 409A of the Code, then the Fair Market Value shall be
determined by means of a reasonable valuation method that takes into
consideration all available information material to the value of the Corporation
and that otherwise satisfies the requirements applicable under Section 409A of
the Code and the regulations thereunder.

       

      3.12           "Incentive
Stock Option" means any Option granted under this Plan which the Board intends
(at the time it is granted) to be an incentive stock option within the meaning
of Section 422 of the Code or any successor thereto.

       

      3.13           "Non-Employee
Director" means a member of the Board who is not an Officer or Employee of the
Corporation or any Subsidiary Company.

       

      3.14           "Non-Qualified
Option" means any Option granted under this Plan which is not an Incentive Stock
Option.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      3.15           "Offering"
means the offering of Common Stock to the public pursuant to the conversion of
the Bank from the mutual to the stock form and the organization of the Bank as a
subsidiary of the Corporation.

       

      3.16           "Officer"
means an Employee whose position in the Corporation or Subsidiary Company is
that of a corporate officer, as determined by the Board.

       

      3.17           "Option"
means a right granted under this Plan to purchase Common
Stock.

       

      3.18           "Optionee"
means an Employee or Non-Employee Director or former Employee or Non-Employee
Director to whom an Option is granted under the Plan.

       

      3.19           "Retirement"
means a termination of employment upon or after attainment of age sixty-five
(65) or such earlier age as may be specified in any applicable qualified pension
benefit plan maintained by the Corporation or a Subsidiary
Company.

       

      3.20           "Stock
Appreciation Right" means a right to surrender an Option in consideration for a
payment by the Corporation in cash and/or Common Stock, as provided in the
discretion of the Committee in accordance with Section 8.11.

       

      3.21           "Subsidiary
Companies" means those subsidiaries of the Corporation, including the Bank,
which meet the definition of "subsidiary corporations" set forth in Section
424(f) of the Code, at the time of granting of the Option in
question.

       

       

      ARTICLE
IV

      ADMINISTRATION
OF THE PLAN

       

      4.01           Duties
of the Committee.  The Plan shall be administered and interpreted by
the Committee, as appointed from time to time by the Board pursuant to Section
4.02.  The Committee shall have the authority in its absolute
discretion to adopt, amend and rescind such rules, regulations and procedures
as, in its opinion, may be advisable in the administration of the Plan,
including, without limitation, rules, regulations and procedures which (i) deal
with satisfaction of an Optionee's tax withholding obligation pursuant to
Section 12.02 hereof, (ii) include arrangements to facilitate the Optionee's
ability to borrow funds for payment of the exercise or purchase price of an
Award, if applicable, from securities brokers and dealers, and (iii) include
arrangements which provide for the payment of some or all of such exercise or
purchase price by delivery of previously-owned shares of Common Stock or other
property and/or by withholding some of the shares of Common Stock which are
being acquired.  The interpretation and construction by the Committee
of any provisions of the Plan, any rule, regulation or procedure adopted by it
pursuant thereto or of any Award shall be final and binding in the absence of
action by the Board.

       

      4.02           Appointment and
Operation of the Committee.  The members of the Committee shall
be appointed by, and will serve at the pleasure of, the Board.  The
Board from time to time may remove members from, or add members to, the
Committee, provided the Committee shall continue to consist of two or more
members of the Board, none of whom shall be an Officer or Employee of the
Corporation, and each of whom shall be a "Non-Employee Director" within the
meaning of Rule 16b-3 under the Exchange Act.  The Committee shall act
by vote or written consent of a majority of its members.  Subject to
the express provisions and limitations of the Plan, the Committee may adopt such
rules, regulations and procedures as it deems appropriate for the conduct of its
affairs.  It may appoint one of its members to be chairman and any
person, whether or not a member, to be its secretary or agent.  The
Committee shall report its actions and decisions to the Board at appropriate
times but in no event less than one time per calendar year.

       

      
        
           

        

        
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      4.03           Revocation for
Misconduct.  The Committee may by resolution immediately
revoke, rescind and terminate any Option, or portion thereof, to the extent not
yet vested, or any Stock Appreciation Right, to the extent not yet exercised,
previously granted or awarded under this Plan to an Employee who is discharged
from the employ of the Corporation or a Subsidiary Company for cause, which, for
purposes hereof, shall mean termination because of the Employee's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful violation
of any law, rule, or regulation (other than traffic violations or similar
offenses) or final cease-and-desist order.  Options granted to a
Non-Employee Director who is removed for cause pursuant to the Corporation's
Articles of Incorporation shall terminate as of the effective date of such
removal.

       

      4.04           Limitation on
Liability.  No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan, any rule,
regulation or procedure adopted by it pursuant thereto or any Awards granted
under it.  If a member of the Committee is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of anything done or not done by him in such capacity under or with respect to
the Plan, the Corporation shall, subject to the requirements of applicable laws
and regulations, indemnify such member against all liabilities and expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in the best interests of the Corporation and its Subsidiary Companies and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

       

      4.05           Compliance with Laws
and Regulations.  All Awards granted hereunder shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be
required.  The Corporation shall not be required to issue or deliver
any certificates for shares of Common Stock prior to the completion of any
registration or qualification of or obtaining of consents or approvals with
respect to such shares under any federal or state law or any rule or regulation
of any government body, which the Corporation shall, in its sole discretion,
determine to be necessary or advisable.  Moreover, no Option or Stock
Appreciation Right may be exercised if such exercise would be contrary to
applicable laws and regulations.

       

      
        
           

        

        
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      4.06           Restrictions on
Transfer.  The Corporation may place a legend upon any
certificate representing shares acquired pursuant to an Award granted hereunder
noting that the transfer of such shares may be restricted by applicable laws and
regulations.

       

      4.07           No Deferral of
Compensation Under Section 409A of the Code. All Awards granted under the
Plan are designed to not constitute a deferral of compensation for purposes of
Section 409A of the Code.  Notwithstanding any other provision in this
Plan to the contrary, all of the terms and conditions of any Awards granted
under this Plan shall be designed to satisfy the exemption for stock options or
stock appreciation rights set forth in the regulations issued under Section 409A
of the Code.  Both this Plan and the terms of all Options and Stock
Appreciation Rights granted hereunder shall be interpreted in a manner that
requires compliance with all of the requirements of the exemption for stock
options or stock appreciation rights set forth in the regulations issued under
Section 409A of the Code.  No Optionee shall be permitted to defer the
recognition of income beyond the exercise date of a Non-Qualified Option or
Stock Appreciation Right or beyond the date that the Common Stock received upon
the exercise of an Incentive Stock Option is sold.

       

       

      ARTICLE
V

      ELIGIBILITY

       

      Awards
may be granted to such Employees or Non-Employee Directors of the Corporation
and its Subsidiary Companies as may be designated from time to time by the
Committee.  Awards may not be granted to individuals who are not
Employees or Non-Employee Directors of either the Corporation or its Subsidiary
Companies.  Non-Employee Directors shall be eligible to receive only
Non-Qualified Options pursuant to Section 8.02 of the Plan.

       

       

      ARTICLE
VI

      COMMON
STOCK COVERED BY THE PLAN

       

      6.01           Option
Shares.  The aggregate number of shares of Common Stock which
may be issued pursuant to this Plan, subject to adjustment as provided in
Article IX, shall be 136,000, which is equal to 10.0% of the shares of Common
Stock issued in the Offering.  None of such shares shall be the
subject of more than one Award at any time, but if an Option as to any shares is
surrendered before exercise, or expires or terminates for any reason without
having been exercised in full, or for any other reason ceases to be exercisable,
the number of shares covered thereby shall again become available for grant
under the Plan as if no Awards had been previously granted with respect to such
shares.  Notwithstanding the foregoing, if an Option is surrendered in
connection with the exercise of a Stock Appreciation Right, the number of shares
covered thereby shall not be available for grant under the
Plan.

       

      6.02           Source of
Shares.  The shares of Common Stock issued under the Plan may
be authorized but unissued shares, treasury shares or shares purchased by the
Corporation on the open market or from private sources for use under the
Plan.

       

      
        
           

        

        
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      ARTICLE
VII

      DETERMINATION
OF

      AWARDS,
NUMBER OF SHARES, ETC.

       

      The
Committee shall, in its discretion, determine from time to time which Employees
will be granted Awards under the Plan, the number of shares of Common Stock
subject to each Award, whether each Option will be an Incentive Stock Option or
a Non-Qualified Stock Option and the exercise price of an Option.  In
making all such determinations there shall be taken into account the duties,
responsibilities and performance of each respective Employee, his present and
potential contributions to the growth and success of the Corporation, his salary
and such other factors as the Committee shall deem relevant to accomplishing the
purposes of the Plan.  Non-Employee Directors shall be eligible to
receive only Non-Qualified Options pursuant to Section 8.02 of the
Plan.

       

       

      ARTICLE
VIII

      OPTIONS
AND STOCK APPRECIATION RIGHTS

       

      Each
Option granted hereunder shall be on the following terms and
conditions:

       

      8.01           Stock Option
Agreement.  The proper Officers on behalf of the Corporation
and each Optionee shall execute a Stock Option Agreement which shall set forth
the total number of shares of Common Stock to which it pertains, the exercise
price, whether it is a Non-Qualified Option or an Incentive Stock Option, and
such other terms, conditions, restrictions and privileges as the Committee in
each instance shall deem appropriate, provided they are not inconsistent with
the terms, conditions and provisions of this Plan.  Each Optionee
shall receive a copy of his executed Stock Option Agreement.  Any
Option granted with the intention that it will be an Incentive Stock Option but
which fails to satisfy a requirement for Incentive Stock Options shall continue
to be valid and shall be treated as a Non-Qualified Option.

       

      8.02           (a)           Initial Grants to
Non-Employee Directors.  Non-Qualified Options to purchase
2,720 shares of Common Stock shall be initially granted to each Non-Employee
Director as of the day that the Plan was initially approved by stockholders of
the Corporation (except that each Non-Employee Director who has served as a
director of the Bank for more than 30 years shall be awarded a Non-Qualified
Option to purchase 5,440 shares of Common Stock), effective at such time and
with a per share exercise price equal to the Fair Market Value of a share of
Common Stock on such date.

       

          
(b)           Subsequent
Grants.  Each Non-Employee Director of the Corporation shall
receive a Non-Qualified Option to purchase 340 shares of Common Stock (except
that each Non-Employee Director who has served as a director of the Bank for
more than 30 years shall be awarded a Non-Qualified Option to purchase 680
shares of Common Stock) on each anniversary date for two years after the initial
grants pursuant to Section 8.02(a), or such lesser number as may then be
available for grant under this Plan, at the per share exercise price equal to
the Fair Market Value of a share of Common Stock on such
date.

       

      
        
           

        

        
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      (c)           Vesting and Exercise
of Options.  Non-Qualified Options granted to Non-Employee
Directors shall be vested and exercisable over five years at the rate of twenty
percent per year commencing one year following the date of
grant.

       

      8.03     Option Exercise
Price.

       

      (a)           Incentive Stock
Options.  The per share price at which the subject Common Stock
may be purchased upon exercise of an Incentive Stock Option shall be no less
than one hundred percent (100%) of the Fair Market Value of a share of Common
Stock at the time such Incentive Stock Option is granted, except as provided in
Section 8.10(b).

       

      (b)           Non-Qualified
Options.  The per share price at which the subject Common Stock
may be purchased upon exercise of a Non-Qualified Option shall be established by
the Committee at the time of grant, but in no event shall be less than the
greater of (i) the par value or (ii) one hundred percent (100%) of the Fair
Market Value of a share of Common Stock at the time such Non-Qualified Option is
granted.

       

      8.04     Vesting and Exercise of
Options.

       

      (a)           General
Rules.  Incentive Stock Options and Non-Qualified Options
granted to Employees shall become vested and exercisable at the rate, to the
extent and subject to such limitations as may be specified by the Committee,
provided, however, that in the case of any Option exercisable within the first
six months following the date the Option is granted, the shares of Common Stock
received upon the exercise of such Option may not be sold or disposed of by the
optionee for the first six months following the date of
grant.  Notwithstanding the foregoing, no vesting shall occur on or
after an Optionee's employment or service with the Corporation and all
Subsidiary Companies is terminated for any reason other than his death or
Disability.  In determining the number of shares of Common Stock with
respect to which Options are vested and/or exercisable, fractional shares will
be rounded up to the nearest whole number if the fraction is 0.5 or higher, and
down if it is less.

       

      (b)           Accelerated Vesting
Upon Death or Disability.  Unless the Committee shall
specifically state otherwise at the time an Option is granted, all Options
granted under this Plan shall become vested and exercisable in full on the date
an Optionee terminates his employment or service with the Corporation or a
Subsidiary Company because of his death or Disability.

       

      (c)           Accelerated Vesting
Upon a Change in Control.  Notwithstanding the general rule
described in Section 8.04(a), all outstanding Options shall become immediately
vested and exercisable in the event there is a change in control of the
Corporation.  A "change in control of the Corporation" for this
purpose shall mean a change in the ownership of the Corporation or the Bank, a
change in the effective control of the Corporation or the Bank or a change in
the ownership of a substantial portion of the assets of the Corporation or the
Bank, in each case as provided under Section 409A of the Code and the
regulations thereunder.

       

      
        
           

        

        
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      8.05     Duration of
Options.

       

      (a)           General
Rule.  Except as provided in Sections 8.05(b) and 8.10, each
Option or portion thereof shall be exercisable at any time on or after it vests
and becomes exercisable until the earlier of (i) ten (10) years after its date
of grant or (ii) three (3) months after the date on which the Optionee ceases to
be employed by or serve as a Director of the Corporation and all Subsidiary
Companies, unless the Committee in its discretion decides at the time of grant
or thereafter to extend such period of exercise upon termination of employment
or service from three (3) months to a period not exceeding five (5)
years.

       

      (b)           Exception for
Termination Due to Death, Disability or Retirement.  If an
Optionee dies while in the employ or service of the Corporation or a Subsidiary
Company or terminates employment or service with the Corporation or a Subsidiary
Company as a result of Disability or Retirement without having fully exercised
his Options, the Optionee or the executors, administrators, legatees or
distributees of his estate shall have the right, during the twelve-month period
following the earlier of his death, Disability or Retirement, to exercise such
Options to the extent vested on the date of such death, Disability or
Retirement.  In no event, however, shall any Option be exercisable
within six (6) months after the date of grant or more than ten (10) years (or
five (5) years for Options subject to Section 8.10(b) hereof) from the date it
was granted.

       

      8.06     Nonassignability.  Options
shall not be transferable by an Optionee except by will or the laws of descent
or distribution, and during an Optionee's lifetime shall be exercisable only by
such Optionee or the Optionee's guardian or legal
representative.

       

      8.07     Manner of
Exercise.  Options may be exercised in part or in whole and at
one time or from time to time.  The procedures for exercise shall be
set forth in the written Stock Option Agreement provided for in Section 8.01
above.

       

      8.08    
Payment for
Shares.  Payment in full of the purchase price for shares of
Common Stock purchased pursuant to the exercise of any Option shall be made to
the Corporation upon exercise of the Option.  All shares sold under
the Plan shall be fully paid and nonassessable.  Payment for shares
may be made by the Optionee in cash or, at the discretion of the Committee in
the case of Awards to Employees, by delivering shares of Common Stock (including
shares acquired pursuant to the exercise of an Option) or other property equal
in Fair Market Value to the purchase price of the shares to be acquired pursuant
to the Option, by withholding some of the shares of Common Stock which are being
purchased upon exercise of an Option, or any combination of the
foregoing.

       

      8.09     Voting and Dividend
Rights. No Optionee shall have any voting or dividend rights or other
rights of a stockholder in respect of any shares of Common Stock covered by an
Option prior to the time that his name is recorded on the Corporation's
stockholder ledger as the holder of record of such shares acquired pursuant to
an exercise of an Option.

       

      
        
           

        

        
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      8.10      Additional Terms
Applicable to Incentive Stock Options.  All Options issued
under the Plan as Incentive Stock Options will be subject, in addition to the
terms detailed in Sections 8.01 to 8.09 above, to those contained in this
Section 8.10.

       

      (a)           Amount
Limitation.  Notwithstanding any contrary provisions contained
elsewhere in this Plan and as long as required by Section 422 of the Code, the
aggregate Fair Market Value, determined as of the time an Incentive Stock Option
is granted, of the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by the Optionee during any calendar year,
under this Plan and stock options that satisfy the requirements of Section 422
of the Code under any other stock option plan or plans maintained by the
Corporation (or any parent or Subsidiary Company), shall not exceed
$100,000.

       

      (b)           Limitation on Ten
Percent Stockholders.  The price at which shares of Common
Stock may be purchased upon exercise of an Incentive Stock Option granted to an
individual who, at the time such Incentive Stock Option is granted, owns,
directly or indirectly, more than ten percent (10%) of the total combined voting
power of all classes of stock issued to stockholders of the Corporation or any
Subsidiary Company, shall be no less than one hundred and ten percent (110%) of
the Fair Market Value of a share of the Common Stock of the Corporation at the
time of grant, and such Incentive Stock Option shall by its terms not be
exercisable after the earlier of the date determined under Section 8.05 or the
expiration of five (5) years from the date such Incentive Stock Option is
granted.

       

      (c)           Notice of
Disposition; Withholding; Escrow.  An Optionee shall
immediately notify the Corporation in writing of any sale, transfer, assignment
or other disposition (or action constituting a disqualifying disposition within
the meaning of Section 421 of the Code) of any shares of Common Stock acquired
through exercise of an Incentive Stock Option, within two (2) years after the
grant of such Incentive Stock Option or within one (1) year after the
acquisition of such shares, setting forth the date and manner of disposition,
the number of shares disposed of and the price at which such shares were
disposed of.  The Corporation shall be entitled to withhold from any
compensation or other payments then or thereafter due to the Optionee such
amounts as may be necessary to satisfy any withholding requirements of federal
or state law or regulation and, further, to collect from the Optionee any
additional amounts which may be required for such purpose.  The
Committee may, in its discretion, require shares of Common Stock acquired by an
Optionee upon exercise of an Incentive Stock Option to be held in an escrow
arrangement for the purpose of enabling compliance with the provisions of this
Section 8.10(c).

       

      8.11     Stock Appreciation
Rights.

       

      (a)           General Terms and
Conditions.  The Committee may, but shall not be obligated to,
authorize the Corporation, on such terms and conditions as it deems appropriate
in each case, to grant rights to Optionees to surrender an exercisable Option,
or any portion thereof, in consideration for the payment by the Corporation of
an amount equal to the excess of the Fair Market Value of the shares of Common
Stock subject to the Option, or portion thereof, surrendered over the exercise
price of the Option with respect to such shares (any such authorized surrender
and payment being hereinafter referred to as a "Stock Appreciation
Right").  Such payment, at the discretion of the Committee, may be
made in shares of Common Stock valued at the then Fair Market Value thereof, or
in cash, or partly in cash and partly in shares of Common
Stock.

       

      
        
           

        

        
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      The terms
and conditions set with respect to a Stock Appreciation Right may include
(without limitation), subject to other provisions of this Section 8.11 and the
Plan, the period during which, date by which or event upon which the Stock
Appreciation Right may be exercised; the method for valuing shares of Common
Stock for purposes of this Section 8.11; a ceiling on the amount of
consideration which the Corporation may pay in connection with exercise and
cancellation of the Stock Appreciation Right; and arrangements for income tax
withholding.  The Committee shall have complete discretion to
determine whether, when and to whom Stock Appreciation Rights may be
granted.  Notwithstanding the foregoing, the Corporation may not
permit the exercise of a Stock Appreciation Right issued pursuant to this Plan
until the Corporation has been subject to the reporting requirements of Section
13 of the Exchange Act for a period of at least one year prior to the exercise
of any such Stock Appreciation Right and until a Stock Appreciation Right issued
pursuant to this Plan has been outstanding for at least six months from the date
of grant.

       

      (b)           Time
Limitations.  If a holder of a Stock Appreciation Right
terminates service with the Corporation as an Officer or Employee, the Stock
Appreciation Right may be exercised only within the period, if any, within which
the Option to which it relates may be exercised.  Notwithstanding the
foregoing, any election by an Optionee to exercise the Stock Appreciation Rights
provided in this Plan shall be made during the period beginning on the third
business day following the release for publication of quarterly or annual
financial information required to be prepared and disseminated by the
Corporation pursuant to the requirements of the Exchange Act and ending on the
twelfth business day following such date.  The required release of
information shall be deemed to have been satisfied when the specified financial
data appears on or in a wire service, financial news service or newspaper of
general circulation or is otherwise first made publicly
available.

       

      (c)           Effects of Exercise
of Stock Appreciation Rights or Options.  Upon the exercise of
a Stock Appreciation Right, the number of shares of Common Stock available under
the Option to which it relates shall decrease by a number equal to the number of
shares for which the Stock Appreciation Right was exercised. Upon the exercise
of an Option, any related Stock Appreciation Right shall terminate as to any
number of shares of Common Stock subject to the Stock Appreciation Right that
exceeds the total number of shares for which the Option remains
unexercised.

       

      (d)           Time of
Grant.  A Stock Appreciation Right must be granted concurrently
with the Option to which it relates.

       

      (e)           Non-Transferable.  The
holder of a Stock Appreciation Right may not transfer or assign the Stock
Appreciation Right otherwise than by will or in accordance with the laws of
descent and distribution, and during a holder's lifetime a Stock Appreciation
Right may be exercisable only by the holder.

       

      
        
           

        

        
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      ARTICLE
IX

      ADJUSTMENTS
FOR CAPITAL CHANGES

       

      9.01           General
Adjustments.  The aggregate number of shares of Common Stock
available for issuance under this Plan, the number of shares to which any Award
relates and the exercise price per share of Common Stock under any Option or
Stock Appreciation Right shall be proportionately adjusted for any increase or
decrease in the total number of outstanding shares of Common Stock issued
subsequent to the Effective Date of this Plan resulting from a split,
subdivision or consolidation of shares or any other capital adjustment, the
payment of a stock dividend, or other increase or decrease in such shares
effected without receipt or payment of consideration by the
Corporation.

       

      9.02           Adjustments for
Mergers and Other Corporate Transactions.  If, upon a merger,
consolidation, reorganization, liquidation, recapitalization or the like of the
Corporation, the shares of the Corporation's Common Stock shall be exchanged for
other securities of the Corporation or of another corporation, each Award shall
be converted, subject to the conditions herein stated, into the right to
purchase or acquire such number of shares of Common Stock or amount of other
securities of the Corporation or such other corporation as were exchangeable for
the number of shares of Common Stock of the Corporation which such optionees
would have been entitled to purchase or acquire except for such action, and
appropriate adjustments shall be made to the per share exercise price of
outstanding Options and Stock Appreciation Rights, provided that in each case
the number of shares or other securities subject to the substituted or assumed
stock options and stock appreciation rights and the exercise price thereof shall
be determined in a manner that satisfies the requirements of Treasury Regulation
§1.424-1 and the regulations issued under Section 409A of the Code so that the
substituted or assumed option is not deemed to be a
modification of the outstanding Options
or Stock Appreciation Rights.  Notwithstanding
any provision to the contrary herein, the term of any Option or Stock
Appreciation Right granted hereunder and the property which the Optionee shall
receive upon the exercise or termination thereof shall be subject to and be
governed by the provisions regarding the treatment of any such Options or Stock
Appreciation Rights set forth in a definitive agreement with respect to any of
the aforementioned transactions entered into by the Corporation to the extent
any such Option and Stock Appreciation Right remains outstanding and unexercised
upon consummation of the transactions contemplated by such definitive
agreement.

       

       

      ARTICLE
X

      AMENDMENT
AND TERMINATION OF THE PLAN

       

      The Board
may, by resolution, at any time terminate or amend the Plan with respect to any
shares of Common Stock as to which Awards have not been granted, subject to any
required stockholder approval or any stockholder approval which the Board may
deem to be advisable for any reason, such as for the purpose of obtaining or
retaining any statutory or regulatory benefits under tax, securities or other
laws or satisfying any applicable stock exchange listing
requirements.  The Board may not, without the consent of the holder of
an Award, alter or impair any Award previously granted or awarded under this
Plan as specifically authorized herein.  Notwithstanding anything
contained in this Plan to the contrary, the provisions of Articles V, VII and
VIII of this Plan relating to Awards granted to Non-Employee Directors shall not
be amended more than once every six months, other than to comport with changes
in the Code, the Employee Retirement Income Security Act of 1974, as amended, or
the rules and regulations promulgated under such statutes.

       

      
        
           

        

        
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      ARTICLE
XI

      EMPLOYMENT
RIGHTS

       

      Neither
the Plan nor the grant of any Awards hereunder nor any action taken by the
Committee or the Board in connection with the Plan shall create any right on the
part of any Employee or Non-Employee Director of the Corporation or a Subsidiary
Company to continue in such capacity.

       

       

      ARTICLE
XII

      WITHHOLDING

       

      12.01     Tax
Withholding.  The Corporation may withhold from any cash
payment made under this Plan sufficient amounts to cover any applicable
withholding and employment taxes, and if the amount of such cash payment is
insufficient, the Corporation may require the Optionee to pay to the Corporation
the amount required to be withheld as a condition to delivering the shares
acquired pursuant to an Award.  The Corporation also may withhold or
collect amounts with respect to a disqualifying disposition of shares of Common
Stock acquired pursuant to exercise of an Incentive Stock Option, as provided in
Section 8.10(c).

       

      12.02            Methods of Tax
Withholding.  The Committee is authorized to adopt rules,
regulations or procedures which provide for the satisfaction of an Optionee's
tax withholding obligation by the retention of shares of Common Stock to which
the Employee would otherwise be entitled pursuant to an Award and/or by the
Optionee's delivery of previously-owned shares of Common Stock or other
property.

       

       

      ARTICLE
XIII

      EFFECTIVE
DATE OF THE PLAN; TERM

       

      13.01           Effective Date of
the Plan. This Plan as originally adopted became effective on the
Effective Date, and Awards may be granted hereunder no earlier than the date
this Plan was approved by stockholders and no later than the termination of the
Plan.  This Plan, as originally adopted, was approved at meeting of
stockholders held within twelve (12) months of the Effective
Date.  The amendment and restatement of this Plan was adopted
effective as of the date set forth in Article 1 hereof.

       

      
        
           

        

        
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      13.02          Term of
Plan.  Unless sooner terminated, this Plan shall remain in
effect for a period of ten (10) years ending on the tenth anniversary of the
Effective Date.  Termination of the Plan shall not affect any Awards
previously granted and such Awards shall remain valid and in effect until they
have been fully exercised or earned, are surrendered or by their terms expire or
are forfeited.

       

      ARTICLE
XIV

      MISCELLANEOUS

       

      14.01           Governing Law.
To the extent not governed by federal law, this Plan shall be construed
under the laws of the Commonwealth of Pennsylvania.

       

      14.02           Pronouns.  Wherever
appropriate, the masculine pronoun shall include the feminine pronoun, and the
singular shall include the plural.

       

       

       

       

       

       

       

       

      
 

      
        
           

        

        
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