APPENDIX A


                        FIRST ALLEN PARISH BANCORP, INC.

                      1998 STOCK OPTION AND INCENTIVE PLAN


      1.     Plan Purpose.

             The purpose of the Plan is to promote the  long-term  interests  of
the  Corporation  and its  stockholders  by providing a means for attracting and
retaining  directors,  advisory  directors,   directors  emeriti,  officers  and
employees of the Corporation and its Affiliates.  It is intended that designated
Options granted  pursuant to the provisions of this Plan to persons  employed by
the  Corporation  or its  Affiliates  will qualify as Incentive  Stock  Options.
Options  granted to persons who are not employees  will be  Non-Qualified  Stock
Options.

      2.     Definitions.

             The following definitions are applicable to the Plan:

              "Affiliate"  -  means  any  "parent  corporation"  or  "subsidiary
corporation" of the Corporation, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.

             "Award"  -  means  the  grant  of  an  Incentive  Stock  Option,  a
Non-Qualified  Stock  Option,  a  Stock  Appreciation  Right,  a  Limited  Stock
Appreciation Right, or any combination thereof, as provided in the Plan.

             "Bank" - means First Federal Savings and Loan  Association of Allen
Parish and any successor entity.

             "Board" or "Board of  Directors"-  means the board of  directors of
the Corporation or its Affiliate, as applicable.

             "Change in Control" of the Bank or the  Corporation  means a change
in control of a nature that: (i) would be required to be reported in response to
Item 1(a) of the current  report on Form 8-K,  as in effect on the date  hereof,
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Exchange  Act");  or (ii)  results  in a Change in  Control  of the Bank or the
Corporation  within the  meaning of the Bank  Holding  Company  Act of 1956,  as
amended ("BHCA"), and applicable rules and regulations  promulgated  thereunder,
as in effect at the time of the Change in Control;  or (iii) without  limitation
such a Change in Control  shall be deemed to have  occurred  at such time as (a)
any  "person"  (as the term is used in Sections  13(d) and 14(d) of the Exchange
Act) is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3 under the
Exchange  Act),  directly  or  indirectly,  of  securities  of  the  Corporation
representing  25%  or  more  of  the  combined  voting  power  of  Corporation's
outstanding  securities  except  for  any  securities  purchased  by the  Bank's
employee stock  ownership plan or trust;  or (b)  individuals who constitute the
Board on the date  hereof  (the  "Incumbent  Board")  cease  for any  reason  to
constitute at least a majority thereof, provided,  however, that this subsection
(b) shall not apply if the Incumbent  Board is replaced by the  appointment by a
<PAGE>
Federal  banking agency of a conservator or receiver for the Bank and,  provided
further that any person becoming a director  subsequent to the date hereof whose
election  was  approved  by a vote  of at  least  two-thirds  of  the  directors
comprising  the  Incumbent  Board,  or  whose  nomination  for  election  by the
Corporation's stockholders was approved by the same nominating committee serving
under an Incumbent Board, shall be, for purposes of this clause (b),  considered
as  though  he  were  a  member  of  the  Incumbent  Board;  or  (c) a  plan  of
reorganization,  merger,  consolidation,  sale of all or  substantially  all the
assets of the Bank or the  Corporation or similar  transaction in which the Bank
or Corporation is not the surviving institution occurs; or (d) a proxy statement
soliciting  proxies from stockholders of the Corporation,  by someone other than
the current  management of the Corporation,  seeking  stockholder  approval of a
plan of  reorganization,  merger or  consolidation of the Corporation or Bank or
similar  transaction  with one or more  corporations  as a result  of which  the
outstanding  shares  of the class of  securities  then  subject  to such plan or
transaction  are to be  exchanged  for or  converted  into cash or  property  or
securities  not issued by the Bank or Corporation  shall be distributed  and the
requisite  number of proxies  approving such plan of  reorganization,  merger or
consolidation of the Corporation or Bank are received and voted in favor of such
transactions;  or (e) a tender offer is made for 25% or more of the  outstanding
securities of the Bank or Corporation and the shareholders  owning  beneficially
or of  record  25% or  more  of  the  outstanding  securities  of  the  Bank  or
Corporation  have  tendered  or offered to sell their  shares  pursuant  to such
tender offer and such tendered shares have been accepted by the tender offeror.

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

             "Committee" - means the Committee referred to in Section 3 hereof.

             "Continuous  Service" - means the  absence of any  interruption  or
termination  of service as a director,  advisory  director,  director  emeritus,
officer or employee of the  Corporation  or an Affiliate,  except that when used
with  respect to persons  granted an  Incentive  Option means the absence of any
interruption  or termination of service as an employee of the  Corporation or an
Affiliate.  Service  shall  not be  considered  interrupted  in the case of sick
leave,  military leave or any other leave of absence approved by the Corporation
or in the case of transfers  between  payroll  locations of the  Corporation  or
between the Corporation,  its parent,  its  subsidiaries or its successor.  With
respect to any advisory director or director emeritus,  continuous service shall
mean availability to perform such functions as may be required of such persons.

              "Corporation" - means First Allen Parish Bancorp, Inc., a Delaware
corporation.

             "Disability" - means the permanent and total inability by reason of
mental or  physical  infirmity,  or both,  of an  employee  to perform  the work
customarily assigned to him. Additionally, a medical doctor selected or approved
by the Board  must  advise  the  committee  that it is either  not  possible  to
determine  whether such  Disability  will terminate or that it appears  probable
that  such   Disability   will  be  permanent   during  the  remainder  of  said
Participant's lifetime.

             "Employee"  - means any person,  including  an officer or director,
who is employed by the Corporation or any Affiliate.

             "ERISA" - means the  Employee  Retirement  Income  Security  Act of
1974, as amended.
<PAGE>
             "Exercise  Price" - means (i) in the case of an  Option,  the price
per Share at which the Shares  subject  to such  Option  may be  purchased  upon
exercise  of such  Option  and (ii) in the case of a Right,  the price per Share
(other  than the Market  Value per Share on the date of  exercise  and the Offer
Price per Share as  defined  in  Section  10  hereof)  which,  upon  grant,  the
Committee  determines shall be utilized in calculating the aggregate value which
a  Participant  shall be  entitled  to receive  pursuant to Sections 9, 10 or 12
hereof upon exercise of such Right.

             "Incentive  Stock  Option"  - means an option  to  purchase  Shares
granted by the  Committee  pursuant to Section 6 hereof  which is subject to the
limitations  and  restrictions  of Section 8 hereof and is  intended  to qualify
under Section 422 of the Code.

             "Limited  Stock  Appreciation  Right" - means a stock  appreciation
right with respect to Shares granted by the Committee pursuant to Sections 6 and
10 hereof.

             "Market Value" - means the average of the high and low quoted sales
price on the date in question (or, if there is no reported sale on such date, on
the last  preceding  date on which any reported sale occurred) of a Share on the
Composite  Tape for the New York Stock  Exchange-Listed  Stocks,  or, if on such
date the  Shares  are not quoted on the  Composite  Tape,  on the New York Stock
Exchange,  or, if the  Shares  are not  listed or  admitted  to  trading on such
Exchange,  on the principal United States securities  exchange  registered under
the  Securities  Exchange Act of 1934 on which the Shares are listed or admitted
to trading,  or, if the Shares are not listed or admitted to trading on any such
exchange,  the mean between the closing high bid and low asked  quotations  with
respect to a Share on such date on the NASDAQ System, or any similar system then
in use, or, if no such  quotations are available,  the fair market value on such
date of a Share as the Committee shall reasonably determine.

             "Non-Employee  Director" - means a Director who (a) is not employed
by the Corporation or an Affiliate;  (b) does not receive compensation  directly
or  indirectly  as a consultant  (or in any other  capacity  than as a director)
greater than $60,000;  (c) does not have an interest in a transaction  requiring
              disclosure under Item 404(a) of Regulation
S-K; or (d) is not engaged in a business relationship for which disclosure would
be required pursuant to Item 404(b) of Regulation S-K.

             "Non-Qualified  Stock Option" - means an option to purchase  Shares
granted by the  Committee  pursuant to Section 6 hereof to (i) a Director who is
not an employee of the Corporation or Affiliate or (ii) to any other Participant
and such Option is either (A) not  designated  by the  Committee as an Incentive
Stock Option,  or (B) fails to satisfy the  requirements  of an Incentive  Stock
Option as set forth in Section 422 of the Code and the regulations thereunder.

              "Normal  Retirement"  means  retirement after reaching 65 years of
age.

              "Option"  - means an  Incentive  Stock  Option or a  Non-Qualified
Stock Option.

             "Outside  Director"  - means a director  of the  Corporation  or an
Affiliate who is not an employee of the Corporation or an Affiliate.

             "Participant"  - means any director,  advisory  director,  director
emeritus,  officer  or  employee  of the  Corporation  or any  Affiliate  who is
selected by the Committee to receive an Award.
<PAGE>
              "Plan" - means the 1998  Stock  Option and  Incentive  Plan of the
Corporation.

             "Related"  - means  (i) in the  case of a Right,  a Right  which is
granted in connection with, and to the extent exercisable,  in whole or in part,
in lieu of, an Option or  another  Right and (ii) in the case of an  Option,  an
Option with respect to which and to the extent a Right is exercisable,  in whole
or in part, in lieu thereof has been granted.

              "Right"  - means a  Limited  Stock  Appreciation  Right or a Stock
Appreciation Right.

             "Shares" - means the shares of common stock of the Corporation.

             "Stock  Appreciation Right" - means a stock appreciation right with
respect to Shares granted by the Committee pursuant to Sections 6 and 9 hereof.

             "Termination  for Cause" - means the  termination  of employment or
termination  of  service  on  the  Board  caused  by the  individual's  personal
dishonesty,  willful misconduct, any breach of fiduciary duty involving personal
profit,  intentional  failure to perform stated duties, or the willful violation
of any law,  rule or  regulation  (other  than  traffic  violations  or  similar
offenses),  or a final cease-and-desist  order, any of which results in material
loss to the Corporation or one of its Affiliates.

      3.     Administration.

             The  Plan  shall  be  administered  by a  Committee  of  the  Board
consisting of either (i) at least two Non-Employee Directors of the Corporation,
or (ii) the entire  Board of the  Corporation.  Except as limited by the express
provisions of the Plan, the Committee shall have sole and complete authority and
discretion,  to (i) select  Participants  and grant Awards;  (ii)  determine the
number of  Shares to be  subject  to types of  Awards  generally,  as well as to
individual  Awards  granted  under  the  Plan;  (iii)  determine  the  terms and
conditions  upon which Awards shall be granted under the Plan; (iv) describe the
form and terms of  instruments  evidencing  such grants;  and (v) establish from
time to time regulations for the administration of the Plan, interpret the Plan,
and make all determinations deemed necessary or advisable for the administration
of the Plan.

             A 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 writing by a majority of the  Committee  without a
meeting, shall be acts of the Committee.

      4.     Participation in Committee Awards.

             The Committee may select from time to time Participants in the Plan
from those  directors,  advisory  directors,  directors  emeriti,  officers  and
employees,  of the  Corporation  or its  Affiliates  who,  in the opinion of the
Committee,  have the capacity for contributing to the successful  performance of
the Corporation or its Affiliates.
<PAGE>
      5.     Shares Subject to Plan.

             Subject to adjustment  by the  operation of Section 11 hereof,  the
maximum number of Shares with respect to which Awards may be made under the Plan
is 26,450 Shares.  The Shares with respect to which Awards may be made under the
Plan may be either authorized and unissued shares or issued shares heretofore or
hereafter  reacquired and held as treasury  shares.  Shares which are subject to
Related  Rights and Related  Options  shall be counted only once in  determining
whether the maximum number of Shares with respect to which Awards may be granted
under the Plan has been exceeded.  An Award shall not be considered to have been
made under the Plan with respect to any Option or Right which terminates and new
Awards may be granted  under the Plan with respect to the number of Shares as to
which such termination has occurred.

      6.     General Terms and Conditions of Options and Rights.

             The   Committee   shall  have  full  and  complete   authority  and
discretion,  except as expressly  limited by the Plan, to grant  Options  and/or
Rights and to provide  the terms and  conditions  (which  need not be  identical
among Participants)  thereof.  In particular,  the Committee shall prescribe the
following terms and  conditions:  (i) the Exercise Price of any Option or Right,
which shall not be less than the Market  Value per Share at the date of grant of
such Option or Right,  (ii) the number of Shares  subject to, and the expiration
date of, any Option or Right,  which  expiration date shall not exceed ten years
from the  date of  grant,  (iii)  the  manner,  time  and  rate  (cumulative  or
otherwise) of exercise of such Option or Right,  and (iv) the  restrictions,  if
any, to be placed  upon such Option or Right or upon Shares  which may be issued
upon exercise of such Option or Right.

             Furthermore,  at the time of any Award, the Participant shall enter
into an agreement  with the  Corporation  in a form  specified by the Committee,
agreeing to the terms and  conditions of the Award and such other matters as the
Committee, in its sole discretion, shall determine (the "Option Agreement").

      7.     Exercise of Options or Rights.

             (a)    Except as provided  herein,  an  Incentive  Stock  Option or
                    Related Right  granted  under the Plan shall be  exercisable
                    during  the  lifetime  of  the   Participant  to  whom  such
                    Incentive  Stock Option or Related Right was granted only by
                    such  Participant.  Except as provided in paragraphs (c) and
                    (d) of this  Section 7, no Option or Right may be  exercised
                    unless at the time such Participant exercises such Option or
                    Right,  such Participant has maintained  Continuous  Service
                    since the date of grant of such Option or Right.

            (b)     To  exercise  an  Option  or  Right  under  the  Plan,   the
                    Participant  to whom such Option or Right was granted  shall
                    give written notice to the Corporation in form  satisfactory
                    to the  Committee  (and,  if  partial  exercises  have  been
                    permitted  by the  Committee,  by  specifying  the number of
                    Shares  with  respect  to which such  Participant  elects to
                    exercise such Option or Right) together with full payment of
                    the Exercise Price, if any and to the extent  required.  The
                    date of  exercise  shall be the date on which such notice is
                    received by the  Corporation.  Payment,  if any is required,
                    shall be made  either  (I) in cash  (including  check,  bank
<PAGE>
                    draft or money order) or (ii) if permitted by the Committee,
                    (A) by delivering  Shares  already owned by the  Participant
                    and  having a fair  market  value  equal  to the  applicable
                    exercise  price,  such fair market value to be determined in
                    such appropriate  manner as may be provided by the Committee
                    or as may be  required in order to comply with or to conform
                    to requirements  of any applicable laws or regulations,  (B)
                    by delivering a combination of cash and such Shares,  or (C)
                    by a  "cashless  exercise".  Upon a cashless  exercise,  the
                    Participant shall give the Corporation written notice of the
                    exercise  of  the  Option   together  with  an  order  to  a
                    registered  broker-dealer or equivalent third party, to sell
                    part or all of the Common Stock subject to the Option and to
                    deliver enough of the proceeds to the Corporation to pay the
                    Option exercise price and any applicable  withholding taxes.
                    If the Participant does not sell the Common Stock subject to
                    the Option through a registered  broker-dealer or equivalent
                    third party,  the Optionee can give the Corporation  written
                    notice of the  exercise  of the Option  and the third  party
                    purchaser  of the Common  Stock  subject to the Option shall
                    pay the Option  exercise price plus  applicable  withholding
                    taxes to the Corporation.

              (c)   If a  Participant  to whom an Option  or Right  was  granted
                    shall  cease to maintain  Continuous  Service for any reason
                    (excluding death, Disability, Normal Retirement, following a
                    Change  in  Control,   or  Termination   For  Cause),   such
                    Participant  may, but only within the period of three months
                    immediately  succeeding such cessation of Continuous Service
                    and in no event after the expiration  date of such Option or
                    Right, exercise such Option or Right to the extent that such
                    Participant was entitled to exercise such Option or Right at
                    the date of such  cessation,  provided,  however,  that such
                    right of exercise shall not be available to a Participant if
                    the Committee  otherwise  determines  and so provides in the
                    applicable instrument or instruments evidencing the grant of
                    such Option or Right.  If a Participant to whom an Option or
                    Right was granted shall cease to maintain Continuous Service
                    by  reason  of  death,  Disability,   Normal  Retirement  or
                    following a Change in Control,  then,  unless the  Committee
                    shall have otherwise  provided in the instrument  evidencing
                    the  grant of an Option or Right,  all  Options  and  Rights
                    granted,  whether  or not fully  exercisable,  shall  become
                    exercisable  in full upon the  happening  of such  event and
                    shall  remain  so  exercisable  for a  period  of  one  year
                    following the date of his  cessation of Continuous  Service,
                    provided,  however,  that  any  such  Option  shall  not  be
                    eligible for  treatment as an Incentive  Stock Option in the
                    event  such  Option  is  exercised  more than  three  months
                    following  the date of his  Normal  Retirement  or Change in
                    Control;  and  provided  further,  that no  Option  shall be
                    eligible for  treatment as an Incentive  Stock Option in the
                    event such Option is exercised  more than one year following
                    cessation  of  Continuous  Service  due  to  Disability  and
                    provided further,  in order to obtain Incentive Stock Option
                    treatment  for Options  exercised by heirs or devisees of an
<PAGE>
                    Optionee,  the  Optionee's  death must have  occurred  while
                    employed  or within  three  (3)  months  of  termination  of
                    employment.  In no event shall the  exercise  period  extend
                    beyond the expiration of the Incentive Stock Option term. If
                    the Continuous Service of a Participant to whom an Option or
                    Right was  granted by the  Corporation  is  terminated  in a
                    Termination for Cause,  all rights under any Option or Right
                    of  such  Participant  shall  expire  immediately  upon  the
                    effective date of such termination.

              (d)   In the  event  of the  death of a  Participant  while in the
                    Continuous  Service of the  Corporation  or an  Affiliate or
                    within the one-year  period  referred to in paragraph (c) of
                    this  Section 7, the person to whom any Option or Right held
                    by the  Participant  at the time of his death is transferred
                    by will or the laws of descent and  distribution,  may,  but
                    only to the extent such Participant was entitled to exercise
                    such  Option  or  Right  immediately  prior  to  his  death,
                    exercise such Option or Right at any time within a period of
                    one year  succeeding the date of death of such  Participant,
                    but in no event  later than ten years from the date of grant
                    of  such  Option  or  Right.  Following  the  death  of  any
                    Participant  to whom an Option was  granted  under the Plan,
                    irrespective   of  whether  any  Related  Right  shall  have
                    theretofore  been granted to the  Participant or whether the
                    person entitled to exercise such Related Right desires to do
                    so, the Committee may, as an alternative means of settlement
                    of such  Option,  elect to pay to the  person  to whom  such
                    Option is  transferred by will or by the laws of descent and
                    distribution, the amount by which the Market Value per Share
                    on the date of  exercise  of such  Option  shall  exceed the
                    Exercise  Price of such Option,  multiplied by the number of
                    Shares  with  respect  to  which  such  Option  is  properly
                    exercised.  Any  such  settlement  of  an  Option  shall  be
                    considered  an exercise  of such Option for all  purposes of
                    the Plan.

             (e)    Notwithstanding  the provisions of subparagraphs (c) and (d)
                    above, the Committee may, in its sole discretion,  establish
                    different  terms and conditions  pertaining to the effect of
                    termination  to the extent  permitted by applicable  federal
                    and state law.

      8.     Incentive Stock Options.

              Incentive  Stock Options may be granted only to  Participants  who
are Employees. Any provision of the Plan to the contrary notwithstanding, (i) no
Incentive  Stock  Option  shall be granted more than ten years from the date the
Plan is adopted by the Board of  Directors of the  Corporation  and no Incentive
Stock  Option  shall be  exercisable  more  than ten  years  from the date  such
Incentive  Stock  Option is granted,  (ii) the Exercise  Price of any  Incentive
Stock  Option shall not be less than the Market Value per Share on the date such
Incentive Stock Option is granted, (iii) any Incentive Stock Option shall not be
transferable  by the  Participant to whom such Incentive Stock Option is granted
other  than by will or the  laws of  descent  and  distribution,  and  shall  be
exercisable during such Participant's lifetime only by such Participant, (iv) no
Incentive  Stock Option shall be granted to any individual who, at the time such
Incentive Stock Option is granted,  owns stock  possessing more than ten percent
<PAGE>
of the total combined voting power of all classes of stock of the Corporation or
any Affiliate  unless the Exercise  Price of such  Incentive  Stock Option is at
least 110  percent of the  Market  Value per Share at the date of grant and such
Incentive  Stock Option is not  exercisable  after the  expiration of five years
from the date such  Incentive  Stock  Option is granted,  and (v) the  aggregate
Market Value  (determined as of the time any Incentive  Stock Option is granted)
of the Shares with respect to which Incentive Stock Options are ex ercisable for
the first time by a Participant in any calendar year shall not exceed  $100,000.
In the event  paragraph (v) hereof is exceeded,  the first $100,000 of Incentive
Stock  Options  (determined  as of the date of grant)  shall be  exercisable  as
Incentive  Stock Options and any excess shall be  exercisable  as  Non-Qualified
Stock  Options,  but shall remain subject to the provisions of this Section 8 to
the extent permitted.

      9.     Stock Appreciation Rights.

             A Stock  Appreciation  Right shall, upon its exercise,  entitle the
Participant  to whom such  Stock  Appreciation  Right was  granted  to receive a
number  of  Shares  or cash or  combination  thereof,  as the  Committee  in its
discretion shall  determine,  the aggregate value of which (i.e., the sum of the
amount of cash and/or  Market  Value of such Shares on date of  exercise)  shall
equal (as nearly as possible, it being understood that the Corporation shall not
issue any  fractional  shares) the amount by which the Market Value per Share on
the  date of such  exercise  shall  exceed  the  Exercise  Price  of such  Stock
Appreciation  Right,  multiplied  by the number of Shares with  respect of which
such Stock  Appreciation  Right shall have been exercised.  A Stock Appreciation
Right may be Related to an Option or may be granted  independently of any Option
as the Committee shall from time to time in each case determine.  At the time of
grant of an Option the Committee  shall  determine  whether and to what extent a
Related  Stock  Appreciation  Right  shall  be grant  ed with  respect  thereto;
provided,  however, and notwithstanding any other provision of the Plan, that if
the Related Option is an Incentive Stock Option,  the Related Stock Appreciation
Right shall satisfy all the  restrictions and limitations of Section 8 hereof as
if such Related Stock  Appreciation  Right were an Incentive Stock Option and as
if other  rights  which are Related to Incentive  Stock  Options were  Incentive
Stock Options.  In the case of a Related Option, such Related Option shall cease
to be  exercisable to the extent of the Shares with respect to which the Related
Stock  Appreciation  Right was exercised.  Upon the exercise or termination of a
Related  Option,  any Related Stock  Apprecia tion Right shall  terminate to the
extent of the Shares with respect to which the Related  Option was  exercised or
terminated.

      10.    Limited Stock Appreciation Rights.

             At the time of grant of an  Option or Stock  Appreciation  Right to
any  Participant,  the  Committee  shall have full and  complete  authority  and
discretion to also grant to such Participant a Limited Stock  Appreciation Right
which is Related to such Option or Stock Appreciation Right;  provided,  however
and  notwithstanding any other provision of the Plan, that if the Related Option
is an Incentive Stock Option, the Related Limited Stock Appreciation Right shall
satisfy  all the  restrictions  and  limitations  of Section 8 hereof as if such
Related Limited Stock  Appreciation  Right were an Incentive Stock Option and as
if all other Rights which are Related to Incentive  Stock Options were Incentive
Stock  Options.  In no  event  shall  a  Limited  Stock  Appreciation  Right  be
exercisable  in whole or in part  before the  expiration  of six months from the
date of grant of the Limited  Rights.  A Limited Right may be exercised  only in
the event of a Change in Control of the Corporation.
<PAGE>
             A  Limited  Stock  Appreciation  Right  shall,  upon its  exercise,
entitle  the  Participant  to whom such  Limited  Stock  Appreciation  Right was
granted  to  receive  an amount of cash  equal to the amount by which the Market
Value on the date of such exercise, as shall have been provided by the Committee
in its discretion at the time of grant,  shall exceed the Exercise Price of such
Limited  Stock  Appreciation  Right,  multiplied  by the  number of Shares  with
respect  to  which  such  Limited  Stock  Appreciation  Right  shall  have  been
exercised.  Upon the exercise of a Limited Stock Appreciation Right, any Related
Option and/or Related Stock  Appreciation Right shall cease to be exercisable to
the extent of the Shares with respect to which such Limited  Stock  Appreciation
Right was  exercised.  Upon the exercise or  termination  of a Related Option or
Related Stock  Appreciation  Right, any Related Limited Stock Appreciation Right
shall  terminate  to the extent of the Shares with respect to which such Related
Option or Related Stock Appreciation  Right was exercised or terminated.  In the
event  of a Change  in  Control  in  which  pooling  accounting  treatment  is a
condition to the  transaction,  the Limited Right shall be exercised  solely for
shares of stock of the Corporation, or in the event of a merger transaction, for
shares of the acquiring corporation or its parent, as applicable.  The number of
shares to be received on the exercise of such Limited  Right shall be determined
by dividing  the amount of cash that would have been  available  under the first
sentence  above  by the  Market  Value  at the time of  exercise  of the  shares
underlying the Option subject to the Limited Right.

      11.    Adjustments Upon Changes in Capitalization.

             In the event of any change in the outstanding  Shares subsequent to
the   effective   date  of  the   Plan   by   reason   of  any   reorganization,
recapitalization, stock split, stock dividend, pro rata return of capital to all
shareholders, combination or exchange of shares, or any merger, consolidation or
any change in the  corporate  structure  or Shares of the  Corporation,  without
receipt or payment of consideration by the  Corporation,  the maximum  aggregate
number and class of shares as to which Awards may be granted  under the Plan and
the number, class and exercise price of shares with respect to which Awards have
been granted under the Plan shall be  appropriately  adjusted by the  Committee,
whose  determination  shall  be  conclusive;  provided,  however,  that  no such
adjustments  may be made  which will  change  materially  the value of  benefits
available to a Participant  under a previously  granted  Award.  With respect to
Incentive Stock Options,  no such adjustment shall be made if it would be deemed
a "modification" of the Award under Section 424 of the Code.

      12.    Effect of Merger.

             In the event of any merger,  consolidation  or  combination  of the
Corporation  (other than a merger,  consolidation  or  combination  in which the
Corporation  is  the  continuing  entity  and  which  does  not  result  in  the
outstanding  Shares being converted into or exchanged for different  securities,
cash or  other  property,  or any  combination  thereof)  pursuant  to a plan or
agreement  the  terms  of  which  are  binding  upon  all  stockholders  of  the
Corporation (except to the extent that dissenting  stockholders may be entitled,
under  statutory  provisions  or  provisions  contained  in the  certificate  of
incorporation,  to receive the appraised or fair value of their  holdings),  any
Participant  to whom an  Option or Right has been  granted  at least six  months
prior to such event shall have the right  (subject to the provisions of the Plan
and any  limitation  or  vesting  period  applicable  to such  Option or Right),
thereafter  and during the term of each such  Option or Right,  to receive  upon
exercise of any such  Option or Right an amount  equal to the excess of the fair
<PAGE>
market  value  on the date of such  exercise  of the  securities,  cash or other
property, or combination thereof, receivable upon such merger,  consolidation or
combination  in  respect  of a Share  over the  Exercise  Price of such Right or
Option,  multiplied by the number of Shares with respect to which such Option or
Right shall have been exercised. Such amount may be payable fully in cash, fully
in one or  more  of the  kind or  kinds  of  property  payable  in such  merger,
consolidation  or  combination,  or partly in cash and  partly in one or more of
such kind or kinds of property, all in the discretion of the Committee.

      13.    Assignments and Transfers.

              No Award of Incentive Stock Options nor any right or interest of a
Participant  under the Plan in any instrument  evidencing any Award of Incentive
Stock Options under the Plan may be assigned,  encumbered or transferred except,
in the event of the death of a  Participant,  by will or the laws of descent and
distribution.  In the discretion of the Board,  all or any  Non-Qualified  Stock
Options  granted  hereunder may be transferable  by the  Participant,  provided,
however,  that the Board may limit the transferability of such Option or Options
to a designated class or classes of persons.

      14.    Employee Rights Under the Plan.

             No director,  officer or employee shall have a right to be selected
as a  Participant  nor,  having  been so  selected,  to be  selected  again as a
Participant  and no director,  officer,  employee or other person shall have any
claim  or right  to be  granted  an Award  under  the  Plan or under  any  other
incentive or similar plan of the Corporation or any Affiliate.  Neither the Plan
nor any action  taken  thereunder  shall be construed as giving any employee any
right to be retained in the employ of the Corporation or any Affiliate.

      15. Delivery and Registration of Stock.

             The  Corporation's  obligation to deliver Shares with respect to an
Award shall, if the Committee so requests,  be conditioned upon the receipt of a
representation  as to the investment  intention of the  Participant to whom such
Shares are to be delivered,  in such form as the Committee shall determine to be
necessary or advisable to comply with the  provisions of the  Securities  Act of
1933 or any other Federal,  state or local securities legislation or regulation.
It may be provided that any representation  requirement shall become inoperative
upon a registration  of the Shares or other action  eliminating the necessity of
such representation  under such Securities Act or other securities  legislation.
The Corporation shall not be required to deliver any Shares under the Plan prior
to (I) the  admission  of such shares to listing on any stock  exchange or other
system on which  Shares  may then be  listed,  and (ii) the  completion  of such
registration  or other  qualification  of such Shares under any state or Federal
law, rule or  regulation,  as the Committee  shall  determine to be necessary or
advisable.

             This  Plan  is  intended  to  comply  with  Rule  16b-3  under  the
Securities Exchange Act of 1934. Any provision of the Plan which is inconsistent
with said Rule shall,  to the extent of such  inconsistency,  be inoperative and
shall not affect the validity of the remaining provisions of the Plan.

      16.    Withholding Tax.

             The  Corporation  shall have the right to deduct  from all  amounts
paid in cash with  respect to the  exercise  of a Right under the Plan any taxes
required  by law to be  withheld  with  respect to such cash  payments.  Where a
<PAGE>
Participant  or other  person is  entitled  to receive  Shares  pursuant  to the
exercise of an Option or Right pursuant to the Plan, the Corporation  shall have
the right to require the Participant or such other person to pay the Corporation
the amount of any taxes which the  Corporation  is  required  to  withhold  with
respect to such Shares,  and may, in its sole  discretion,  withhold  sufficient
Shares  to cover the  amount  of taxes  which the  Corporation  is  required  to
withhold.

      17.    Amendment or Termination.

             The Board of Directors  of the  Corporation  may amend,  suspend or
terminate the Plan or any portion thereof at any time, provided,  however,  that
no such  amendment,  suspension  or  termination  shall impair the rights of any
Participant,  without his consent,  in any Award made pursuant to the Plan.  Any
amendment or  modification  of the Plan or an outstanding  Award under the Plan,
including but not limited to the acceleration of vesting of an outstanding Award
for  reasons  other than death,  Disability,  Normal  Retirement  or a Change in
Control,  shall  be  approved  by  the  Committee  or  the  full  Board  of  the
Corporation.

      18. Effective Date and Term of Plan.

             The  Plan  shall  become   effective  upon  its   ratification   by
stockholders of the  Corporation.  It shall continue in effect for a term of ten
years unless sooner terminated under Section 17 hereof.