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EXHIBIT 10.2

                              JLG INDUSTRIES, INC.
                              STOCK INCENTIVE PLAN
                                 August 1, 1998
                            (As Amended and Restated)



1.   PURPOSE

     The JLG Industries, Inc. Stock Incentive Plan (the "Plan"), as amended and
     restated as of May 23, 1991, is designed to enable key personnel of JLG
     Industries, Inc. (the "Company") and its Subsidiaries to acquire or
     increase a proprietary interest in the Company, and thus to share in the
     future success of the Company's business. Accordingly, the Plan is intended
     as a further means not only of attracting and retaining outstanding
     personnel, but also of promoting a closer identity of interests between
     management and shareholders. Since the personnel eligible to receive Awards
     under the Plan will be those who are in positions to make important and
     direct contributions to the success of the Company, the directors believe
     that the grant of Awards under the Plan will be in the Company's interest.

2.   DEFINITIONS

     In this Plan document, unless the context clearly indicates otherwise,
     words in the masculine gender shall be deemed to refer to females as well
     as males, any term used in the singular also shall refer to the plural, and
     the following capitalized terms shall have the following meanings set forth
     in this Section 2:

     (a)  "Award" means an Option, Restricted Shares or a Right. Unless the
          context clearly indicates otherwise, the term "Awards" shall include
          Options, Restricted Shares and Rights.

     (b)  "Beneficiary" means the person or persons designated in writing by the
          Grantee as his beneficiary in respect of an Award; or, in the absence
          of an effective designation or if the designated person or persons
          predecease the Grantee, the Grantee's Beneficiary shall be the person
          or persons who acquire by bequest or inheritance the Grantee's rights
          in respect of an Award. In order to be effective, a Grantee's
          designation of a Beneficiary must be on file with the Company before
          the Grantee's death. Any such designation may be revoked and a new
          designation substituted therefor at any time before the Grantee's
          death.

     (c)  "Board of Directors" or "Board" means the Board of Directors of the
          Company.

     (d)  "Change in Control" means the first to occur of the following events:

          (1)  an acquisition (other than directly from the Company) of
               securities of the Company by any person, immediately after which
               such person, together with all securities law affiliates and
               associates of such person, becomes the beneficial owner of
               securities of the Company representing 25 percent or more of the
               voting power; provided that, in determining whether a Change in
               Control has occurred, the acquisition of securities of the
               Company in a non-control acquisition will not constitute an
               acquisition that would cause a Change in Control; or

          (2)  three or more directors, whose election or nomination for
               election is not approved by a majority of the members of the
               incumbent Board then serving as members of the Board of
               Directors, are elected within any single 12- month period to
               serve on the Board of Directors; provided that an individual
               whose election or nomination for election is approved as a result
               of either an actual or threatened election contest or proxy
               contest, including by reason of any agreement intended to avoid
               or settle any election contest


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               or proxy contest, will be deemed not to have been approved by a
               majority of the incumbent Board for purposes of this definition;
               or

          (3)  members of the incumbent Board cease for any reason to constitute
               at least a majority of the Board of Directors; or

          (4)  approval by shareholders of the Company of: (i) a merger,
               consolidation, or reorganization involving the Company, unless

               (A)  the shareholders of the Company, immediately before the
                    merger, consolidation, or reorganization, own, directly or
                    indirectly immediately following such merger, consolidation,
                    or reorganization, at least 75 percent of the combined
                    voting power of the outstanding voting securities of the
                    corporation resulting from such merger, consolidation, or
                    reorganization in substantially the same proportion as their
                    ownership of the voting securities immediately before such
                    merger, consolidation, or reorganization;

               (B)  individuals who were members of the incumbent Board
                    immediately prior to the execution of the agreement
                    providing for such merger, consolidation, or reorganization
                    constitute at least a majority of the board of directors of
                    the surviving corporation; and

               (C)  no person (other than (I) the Company or any Subsidiary
                    thereof, (II) any employee benefit plan (or any trust
                    forming a part thereof) maintained by the Company, any
                    Subsidiary thereof, or the surviving corporation, or (III)
                    any person who, immediately prior to such merger,
                    consolidation, or reorganization, had beneficial ownership
                    of securities representing 25 percent or more of the voting
                    power) has beneficial ownership of securities representing
                    25 percent or more of the combined voting power of the
                    Surviving Corporation's then outstanding voting securities;

               (ii) a complete liquidation or dissolution of the Company; or

               (iii) an agreement for the sale or other disposition of all or
                    substantially all of the assets of the Company to any person
                    (other than a transfer to a Subsidiary).

(e)  "Code" means the Internal Revenue Code of 1986, as amended from time to
     time.

(f)  "Committee" means a committee consisting of such number of members of the
     Compensation Committee of the Board of Directors with such qualifications
     as are required to satisfy the requirements of (i) Rule 16b-3 under the
     Securities Exchange Act of 1934, as in effect from time to time (or any
     successor rule of similar import) and (ii) Section 162(m) of the Code, and
     the regulations thereunder, as in effect from time to time (or any
     successor provision of similar import), to the extent that Awards made
     under the Incentive Plan are intended to qualify as performance-based
     compensation thereunder.

(g)  "Company" means JLG Industries, Inc.

(h)  "Disability" or "Disabled" means having a total and permanent disability as
     defined in Section 22(e)(3) of the Code.

(i)  "Fair Market Value" means, when used in connection with the Shares on a
     certain date, the fair market value of a Share as determined by the
     Committee, and shall be deemed equal to the mean of the high and low prices
     at which Shares are traded on such date (or on the next preceding day for
     which such information is ascertainable at the time of the Committee's
     determination) as reported for such


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     date by The Wall Street Journal (or if Shares are not traded on such date,
     on the next preceding day on which Shares are traded) (or if Shares are
     traded on such date but no edition of The Wall Street Journal reporting
     such prices for such date is published, the fair market value shall be
     deemed equal to the mean of the high and low prices at which Shares are
     traded on such date as reported through the National Association of
     Securities Dealers Automated Quotations System in any other newspaper).

(j)  "Grantee" means a person to whom an Award has been granted under the Plan.

(k)  "Incentive Stock Option" means an Option that complies with the terms and
     conditions set forth in Section 422(b) of the Code and is designated by the
     Committee as an Incentive Stock Option.

(l)  "Limited Stock Appreciation Right" or "Right" means a right that provides
     for payment in accordance with Section 10 hereof.

(m)  "Non-qualified Stock Option" means an Option granted under the Plan other
     than an Incentive Stock Option.

(n)  "Option" means any option to purchase a Share or Shares pursuant to the
     provisions of the Plan. Unless the context clearly indicates otherwise, the
     term "Option" shall include both Incentive Stock Options and Non-qualified
     Stock Options.

(o)  "Option Agreement" means the written agreement to be entered into by the
     Company and the Grantee, as provided in Section 7 hereof.

(p)  "Parent" means any parent corporation of the Company within the meaning of
     Section 424(e) of the Code (or a successor provision of similar import).

(q)  "Performance-Based Restricted Shares" means Restricted Shares that are
     intended to qualify as performance-based compensation under Section 162(m)
     of the Code, and the regulations thereunder.

(r)  "Plan" means the JLG Industries, Inc. Stock Incentive Plan, as amended and
     restated on May 23, 1991, as set forth herein and as amended from time to
     time (except where the context makes clear that the reference is to the
     Plan as in effect prior to May 23, 1991, which was called the JLG
     Industries, Inc. 1983 Stock Option Plan (as amended and restated)).

(s)  "Quota" means the portion of the total number of Shares subject to an
     Option that the Grantee of the Option may purchase during each of the
     several periods of the Term of the Option (if the Option is subject to
     Quotas), as provided in Section 12(a) hereof.

(t)  "Restricted Shares" means Shares granted pursuant to Section 11 hereof or
     purchased under a Non-qualified Stock Option pursuant to Section 9(d)
     hereof and subject to such restrictions and other terms and conditions as
     the Committee shall determine in accordance with the Plan.

(u)  "Retirement" means retirement pursuant to the JLG Industries, Inc.
     Employees' Retirement Savings Plan, as amended from time to time.

(v)  "Shares" means shares of the Company's $.20 par value common stock.

(w)  "Subsidiary" means a subsidiary corporation of the Company within the
     meaning of Section 424(f) of the Code (or a successor provision of similar
     import.)

(x)  "Term" means the period during which a particular Option or Right may be
     exercised.


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3.   EFFECTIVE DATE AND DURATION OF THE AMENDED AND RESTATED PLAN

     (a)  This amendment and restatement of the Plan became effective as of May
          23, 1991, and shall continue in effect for a term of ten years after
          that date. This amendment and restatement of the Plan as of May 23,
          1991 shall not affect the terms of any Option that was outstanding on
          May 22, 1991; all such Options shall continue to be governed by the
          terms of the Plan in effect on May 22, 1991.

     (b)  Awards may be granted at any time prior to the earlier of the
          expiration of the ten-year term of the Plan, as described in
          subsection (a) above, or the termination of the Plan pursuant to
          Section 19 hereof. For the purpose of commencing the ten-year period
          specified in Section 422(b)(2) of the Code during which Incentive
          Stock Options may be granted, this amendment and restatement of the
          Plan as of May 23, 1991 shall constitute the adoption of a new plan.
          An Award outstanding at the time the Plan is terminated (either by
          expiration of the ten-year term of the Plan or by termination of the
          Plan pursuant to Section 19 hereof) shall not cease to be or cease to
          become exercisable pursuant to its terms solely because of the
          termination of the Plan.

4.   NUMBER AND SOURCE OF SHARES SUBJECT TO THE PLAN

     (a)  Subject to the provision of subsection (d) below, the Company may
          grant Awards (including Replacement Options granted under Section
          13(b) hereof) under the Plan, as amended and restated as of May 23,
          1991, and as further amended as of November 21, 1994, with respect to
          not more than (i) the remaining number of Shares with respect to which
          additional Options were authorized to be granted under the Plan
          immediately prior to its amendment and restatement as of May 23, 1991
          (namely 2,383 Shares) plus (ii) 500,000 additional Shares (subject,
          however, to increase as provided in subsection (c) below and to
          adjustment as provided in Section 17 hereof) which shall be provided
          from Shares in the treasury or by the issuance of Shares authorized
          but unissued.

     (b)  If an Option granted on or after May 23, 1991 is surrendered before
          exercise, or lapses or is terminated without being exercised, in whole
          or in part, for any reason other than the exercise of a Right, the
          Shares subject to the Option shall be restored to the aggregate
          maximum number of Shares (specified in subsection (a) above) with
          respect to which Awards may be granted under the Plan, but only to the
          extent that the Option or any related Right has not been exercised.
          Similarly, if any Restricted Shares are forfeited and returned to the
          Company, such forfeited Shares shall be restored to such aggregate
          maximum number of Shares with respect to which Awards may be granted
          under the Plan.

     (c)  If, on or after May 23, 1991, any of the Options granted before May
          23, 1991 under the Plan as in effect before May 23, 1991 (which
          Options, to the extent still outstanding on May 23, 1991, were granted
          with respect to a total of 61,725 Shares) is surrendered before
          exercise, or lapses or is terminated without being exercised, in whole
          or in part, for any reason, the Company may grant Awards under the
          Plan with respect to the Shares subject to the Option in addition to
          the aggregate maximum number of Shares specified in subsection (a)
          above, but only to the extent that the Option has not been exercised.

     (d)  The Company may grant Incentive Stock Options under the Plan only with
          respect to not more than 500,000 of the Shares specified in subsection
          (a) above. If an Incentive Stock Option granted on or after May 23,
          1991 is surrendered before exercise, or lapses or is terminated
          without being exercised, in whole or in part, for any reason other
          than the exercise of a Right, the Shares subject to the Incentive
          Stock Option shall be restored to the aggregate maximum number of
          Shares (specified in subsection (a) above) with respect to which
          Awards may be granted under the Plan and to the aggregate maximum
          number (specified in the first sentence of this subsection (d)) of
          those Shares with respect to which Incentive


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          Stock Option may be granted under the Plan, but only to the extent
          that the Incentive Stock Option or any related Right has not been
          exercised.

     (e)  The maximum number of Shares that can be the subject of Awards to any
          individual in any fiscal year of the Company is 100,000 Shares. For
          purposes of this subsection (e), (i) if an Award is canceled, the
          canceled Award shall be counted against the maximum number of Shares
          for which Awards may be granted to the individual, and (ii) if, after
          grant, the exercise price of an Option or Right is reduced (other than
          pursuant to the adjustment provisions of Section 17 hereof), the
          transaction shall be treated as the cancellation of the Option or
          Right and the grant of a new Option or Right, and both the Option or
          Right that is deemed to be canceled and the Option or Right that is
          deemed to be granted shall reduce the maximum number of Shares for
          which Options and Rights may be granted to the individual.

5.   ADMINISTRATION OF THE PLAN

     (a)  The Plan shall be administered by the Committee.

     (b)  The Committee may adopt, amend and rescind rules and regulations
          relating to the Plan as it may deem proper, shall make all other
          determinations necessary or advisable for the administration of the
          Plan, and may provide for conditions and assurances deemed necessary
          or advisable to protect the interests of the Company, to the extent
          not contrary to the express provisions of the Plan; provided, however,
          that the Committee may take action only upon the agreement of a
          majority of its members then in office. Notwithstanding the provisions
          of the preceding sentence, no action or determination by the Committee
          may adversely affect any right acquired by any Grantee or Beneficiary
          under the terms of any Award granted before the date such action or
          determination is taken or made, unless the affected Grantee or
          Beneficiary shall expressly consent; but it shall be conclusively
          presumed that any adjustment pursuant to Section 17 does not adversely
          affect any such right. Any action that the Committee may take through
          a written instrument signed by all of its members then in office shall
          be as effective as though taken at a meeting duly called and held.

     (c)  The powers of the Committee shall include plenary authority to
          interpret the Plan, and, subject to the provisions hereof, the
          Committee may determine (i) the persons to whom Awards shall be
          granted; (ii) the number of Shares subject to each Award; (iii) the
          Term of each Award; (iv) the frequency of Awards and the date on which
          each Award shall be granted; (v) the type of each Award; (vi) the
          Quotas (if any), exercise periods, and other terms and conditions
          applicable to each Option and Right, and the provisions of each Option
          Agreement; (vii) any performance criteria pursuant to which Awards may
          be granted; and (viii) the restrictions and other terms and conditions
          of each grant of Restricted Shares and the provisions of any
          instruments evidencing such grants. The Committee also may accelerate
          at any time the exercisability of outstanding Options, provided that
          no Option shall be exercisable prior to the expiration of the
          mandatory six-month holding period specified in Section 12(a) hereof.

     (d)  The determinations, interpretations, and other actions made or taken
          by the Committee pursuant to the provisions of the Plan shall be
          final, binding, and conclusive for all purposes and upon all persons.

6.   EMPLOYEES ELIGIBLE TO RECEIVE OPTIONS

     (a)  Awards may be granted under the Plan to key employees of the Company
          or any Subsidiary (including employees who are directors and/or
          officers). All determinations by the Committee as to the identity of
          the persons to whom Awards shall be granted hereunder shall be
          conclusive.


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                                      -19-


     (b)  Directors who are not regular salaried employees of the Company or a
          Subsidiary shall not be eligible to receive Awards.

     (c)  An individual Grantee may receive more than one Award.

7.   OPTION AGREEMENT

     (a)  No Option or Right shall be exercised by a Grantee unless he shall
          have executed and delivered an Option Agreement evidencing the grant
          of such Option or Right. The Agreement shall set forth the number of
          Shares subject to the Option or Right and the terms, conditions and
          restrictions applicable thereto.

     (b)  Appropriate officers of the Company are hereby authorized to execute
          and deliver Option Agreements in the name of the Company as directed
          from time to time by the Committee.

8.   INCENTIVE STOCK OPTIONS

     (a)  The Committee may authorize the grant of Incentive Stock Options to
          officers and key employees, subject to the terms and conditions set
          forth in the Plan. The Option Agreement relating to an Incentive Stock
          Option shall state that the Option evidenced by the Option Agreement
          is intended to be an "incentive stock option" within the meaning of
          Section 422(b) of the Code.

     (b)  The Term of each Incentive Stock Option shall end (unless the Option
          shall have terminated earlier under another provision of the Plan) on
          a date fixed by the Committee and set forth in the applicable Option
          Agreement. In no event shall the Term of an Incentive Stock Option
          extend beyond ten years from the date of grant. In the case of any
          Grantee who, on the date the Option is granted, owns (within the
          meaning of Section 424(d) of the Code) more than ten percent of the
          total combined voting power of all classes of stock of the Company, a
          Parent, or a Subsidiary, the Term of the Option shall not extend
          beyond five years from the date of grant.

     (c)  To the extent that the aggregate Fair Market Value of the stock with
          respect to which Incentive Stock Options(determined without regard to
          this paragraph (c)) are exercisable by any Grantee for the first time
          during any calendar year (under all stock option plans of the Company,
          its Parent and its Subsidiaries) exceeds $100,000, such Options shall
          not be Incentive Stock Options. For the purpose of this paragraph c),
          the Fair Market Value of stock shall be determined as of the time the
          Option with respect to such stock is granted. This paragraph (c) shall
          be applied by taking Options into account in the order in which they
          were granted.

     (d)  The Option price to be paid by the Grantee to the Company for each
          Share purchased upon the exercise of an Incentive Stock Option shall
          be equal to the Fair Market Value of a Share on the date the Option is
          granted, except that with respect to any Incentive Stock Option
          granted to a Grantee who, on the date the Option is granted, owns
          (within the meaning of Section 424(d) of the Code) more than ten
          percent of the total combined voting power of all classes of stock of
          the Company, a Parent, or a Subsidiary, the Option price for each
          Share purchased shall not be less than 110 percent of the Fair Market
          Value of a Share on the date the Option is granted. In no event may an
          Incentive Stock Option be granted if the Option price per Share is
          less than the par value of a Share.

     (e)  Any Grantee who disposes of Shares purchased upon the exercise of an
          Incentive Stock Option either (i) within two years after the date on
          which the Option was granted, or (ii) within one year after the
          transfer of such Shares to the Grantee, shall promptly notify the
          Company of the date of such disposition and of the amount realized
          upon such disposition.


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9.   NON-QUALIFIED STOCK OPTIONS

     (a)  The Committee may authorize the grant of Non- qualified Stock Options
          subject to the terms and conditions set forth in the Plan. Unless an
          Option is designated by the Committee as an Incentive Stock Option, it
          is intended that the Option will not be an "incentive stock option"
          within the meaning of Section 422(b) of the Code and, instead, will be
          a Non-qualified Stock Option. The Option Agreement relating to a
          Non-qualified Stock Option shall state that the Option evidenced by
          the Option Agreement will not be treated as an Incentive Stock Option.

     (b)  The Term of each Non-qualified Stock Option shall end (unless the
          Option shall have terminated earlier under another provision of the
          Plan) on a date fixed by the Committee and set forth in the applicable
          Option Agreement. In no event shall the Term of a Non-qualified Stock
          Option extend beyond ten years from the date of grant of the Option.

     (c)  In no event may a Non-qualified Stock Option be granted if the Option
          price per Share is less than the par value of a Share.

     (d)  At the time of the grant of a Non-qualified Stock Option, the
          Committee shall specify whether the Shares purchased under the Option
          shall or shall not be Restricted Shares (or whether they shall be a
          specified combination of Shares that are, and Shares that are not,
          Restricted Shares). Restricted Shares purchased under an Option shall
          be subject to the terms, conditions and restrictions set out in
          subsections (b) through (e) of Section 11, and such additional terms,
          conditions and restrictions as the Committee may determine. Subject to
          the provisions of subsections (b) through (e) of Section 11, the
          Committee, at the time of grant, shall determine (and the Option
          Agreement shall specify) the terms and conditions of any Restricted
          Shares that may be purchased under the Non-qualified Stock Option,
          including the duration of the restrictions that shall be imposed on
          the Restricted Shares, and the dates on which, or circumstances in
          which, the restrictions shall expire, lapse or be removed or the
          Restricted Shares shall be forfeited. Shares purchased under an Option
          after the Company obtains actual knowledge that a Change in Control
          has occurred shall not be subject to any restrictions.

10.  LIMITED STOCK APPRECIATION RIGHTS

     (a)  The Committee may authorize the grant of Limited Stock Appreciation
          Rights in connection with all or part of any Option.

     (b)  A Right may be exercised only at such times, by such persons, and to
          such extent, as the related Option is exercisable. Furthermore, a
          Right may be exercised only within the 60-day period beginning on the
          date on which the Company obtains actual knowledge that a Change in
          Control has occurred. As soon as the Company obtains actual knowledge
          that a Change in Control has occurred, the Company shall promptly
          notify each Grantee in writing of the Change in Control, whether or
          not the Grantee holds a Right.

     (c)  The Shares that are subject to a Right shall not be used more than
          once to calculate the amount to be received pursuant to the exercise
          of the Right. The right of a Grantee to exercise an Option shall be
          canceled if and to the extent that the Shares subject to the Option
          are used to calculate the amount to be received upon the exercise of
          the related Right, and the right of a Grantee to exercise a Right
          shall be canceled if and to the extent that the Shares with respect to
          which the Right may be exercised are purchased upon the exercise of
          the related Option.


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     (d)  A Right may be granted coincident with or after the grant of any
          related Option, provided that the Committee shall consult with counsel
          before granting a Right after the grant of a related Incentive Stock
          Option.

     (e)  The amount to be paid to the Grantee upon exercise of a Right that is
          related to a Non-qualified Stock Option shall be paid in cash, and
          shall be equal to the number of Shares with respect to which the Right
          is exercised multiplied by the excess of

          (1)  the higher of (i) the highest Fair Market Value of a Share during
               the period commencing on the ninetieth (90th) day preceding the
               exercise of the Right and ending on the date of exercise; or (ii)
               if an event described in paragraph (i) of the definition of
               "Change in Control", above, has occurred, the highest price per
               Share (A) paid for any Share in any transaction occurring during
               the period described in clause (i) by any person or group (as
               defined in the definition of "Change in Control", above) whose
               acquisition of Shares caused the Change in Control to occur, or
               (B) paid for any Share as shown on Schedule 13D (or an amendment
               thereto) filed pursuant to Section 13(d) of the Securities
               Exchange Act of 1934 by any such person or group, over

          (2)  the Option price of the related Non-qualified Stock Option.

     (f)  The amount to be paid to the Grantee upon exercise of a Right that is
          related to an Incentive Stock Option shall be paid in cash, and shall
          be equal to the number of Shares with respect to which the Right is
          exercised multiplied by the excess of (i) the Fair Market Value (as of
          the exercise date of the Right) of a Share over (ii) the Option price
          of the related Incentive Stock Option.

11.  RESTRICTED SHARES

     (a) The Committee may authorize the grant of Restricted Shares subject to
     the terms and conditions set forth in the Plan. The following terms,
     conditions and restrictions and such additional terms, conditions and
     restrictions as may be determined by the Committee shall apply to
     Restricted Shares. Subject to the provisions of this Section 11 (including,
     in the case of Performance-Based Restricted Shares, paragraph (f)), the
     Committee shall determine at the time of grant the size and the terms and
     conditions of each grant of Restricted Shares, including the duration of
     the restrictions that shall be imposed on the Restricted Shares, the dates
     on which, or circumstances in which, the restrictions shall expire, lapse
     or be removed or the Restricted Shares shall be forfeited, and the price to
     be paid to the Company by the Grantee (and the terms of payment thereof)
     for the Restricted Shares. In no event, however, shall the price of a
     Restricted Share be less than the par value of a Share on the date of
     grant. The Committee may cause to be issued an instrument evidencing the
     grant of the Restricted Shares to the Grantee, which instrument may set
     forth the restrictions and other terms and conditions of the grant.

     (b)  A Grantee who has acquired Restricted Shares (pursuant to either a
          grant of Restricted Shares or the exercise of an Option to purchase
          Restricted Shares) shall have beneficial ownership of the Restricted
          Shares, including the right to receive dividends on (subject, in the
          case of Performance-Based Restricted Shares, to the provisions of
          paragraph (f)) and the right to vote, the Restricted


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                                      -22-


          Shares. A certificate or certificates representing the number of
          Restricted Shares acquired shall be registered in the name of the
          Grantee. The Committee, in its sole discretion, shall determine when
          the certificate or certificates shall be delivered to the Grantee (or,
          in the event of the Grantee's death, to his Beneficiary), may provide
          for the holding of such certificate or certificates in custody by a
          bank or other institution or by the Company itself pending their
          delivery to the Grantee or Beneficiary, and may provide for any
          appropriate legend to be borne by the certificate or certificates
          referring to the terms, conditions and restrictions applicable to the
          Shares. Any attempt to dispose of the Shares in contravention of such
          terms, conditions and restrictions shall be ineffective.

     (c)  While subject to the restrictions imposed by the Committee in
          accordance with this Section 11, Restricted Shares

          (1)  shall  not be sold,  assigned,  conveyed,  transferred,  pledged,
               hypothecated, or otherwise disposed of, and

          (2)  shall be returned to the Company forthwith, and all the rights of
               the Grantee to such Shares shall  immediately  terminate,  if the
               Grantee's   continuous   employment   with  the  Company  or  any
               Subsidiary shall terminate for any reason,  except as provided in
               Section 11(d). The return of the Shares shall be accomplished, if
               necessary, by the Grantee's delivering or causing to be delivered
               to the Company the certificate(s) for the Shares,  accompanied by
               such  endorsement(s)  and/or  instrument(s) of transfer as may be
               required by the Company.  Upon the return of Shares in accordance
               with this  paragraph (2), the Company shall pay to the Grantee an
               amount in cash  equal to the lesser of the  aggregate  price paid
               for the Shares  returned or the current  fair market value of the
               Shares returned.

     (d)  Subject to the following provisions of this Section 11(d), the
          restrictions imposed on Restricted Shares shall lapse on such date or
          dates as the Committee shall determine when the Restricted Shares (or
          any Option to purchase them) are granted . In addition, if a Grantee
          who has been in the continuous employment of the Company or a
          Subsidiary since the date on which he acquired the Restricted Shares
          becomes Disabled or dies while in such employment, then the
          restrictions imposed on the Restricted Shares shall lapse; provided
          that, if such Restricted Shares are intended to qualify as
          Performance-Based Restricted Shares, they shall cease to qualify as
          performance-based compensation for purposes of Section 162(m) of the
          Code if the restrictions lapse on the account of the Disability or
          death of the Grantee. Further, all restrictions imposed on Restricted
          Shares shall lapse immediately following the date on which the Company
          obtains actual knowledge that a Change in Control has occurred;
          provided that, if such Restricted Shares are intended to qualify as
          Performance-Based Restricted Shares, they shall cease to qualify as
          performance-based compensation for purposes of Section 162(m) of the
          Code if the restrictions lapse on account of a Change in Control.

     (e)  If, after Restricted Shares are transferred to a Grantee (pursuant to
          either a grant of Restricted Shares or the exercise of an Option to
          purchase Restricted Shares), the Grantee properly elects, pursuant to
          section 83(b) of the Code, to include in gross income for Federal
          income tax purposes the amount determined under section 83(b) of the
          Code, the Grantee shall furnish to the Company a copy of his completed
          and signed election form, and shall pay (or make arrangements
          satisfactory to the Company to pay) to the Company any Federal, state
          or local taxes required to be withheld with respect to the Shares. If
          the Grantee fails to make such payments, the Company and its
          Subsidiaries shall, to the extent permitted by law, have the right to
          deduct from any payment of any kind otherwise due to the Grantee any
          Federal, state or local taxes of any kind required by law to be
          withheld with respect to the Shares.


<PAGE>
                                      -23-


     (f)  The Committee may authorize the grant of Performance-Based Restricted
          Shares subject to the following terms and conditions, in addition to
          all other applicable terms and conditions set forth in the Plan:

          (1)  The restrictions imposed on Performance-Based Restricted Shares
               shall expire, lapse or be removed based solely on the account of
               the attainment of performance targets established by the
               Committee using one or more of the following objective financial
               criteria pertaining to the Company as the applicable business
               objectives: (i) earning per share, (ii) return on equity, (iii)
               return on assets, (iv) stock price appreciation, (v) annual sales
               and (vi) annual net income. The establishment of the actual
               performance targets and, if an award is based on more than one of
               the foregoing financial criteria, the weighing of such financial
               criteria, shall be at the sole discretion of the Committee;
               provided, however, that in all cases the performance targets must
               be established by the Committee in writing no later than 90 days
               after the commencement of the fiscal year to which the
               performance target(s) relates and when achievement of the
               performance target(s) is substantially uncertain. Once
               established by the Committee, the performance target(s) may not
               be changed to increase the amount of compensation that otherwise
               would be due upon the attainment of the performance target(s).

          (2)  Dividends shall be payable on Performance-Based Restricted Shares
               only to the extent of the Shares received based upon the
               attainment of the preestablished performance target(s).

          (3) Prior to the release of restrictions on any Performance-Based
     Restricted Shares, the Committee shall certify in writing (which may be set
     forth in the minutes of the Committee) that the preestablished performance
     target(s) have been satisfied.

12.  TERMS AND QUOTAS OF OPTION

     (a)  Each Option and Right granted under the Plan shall be exercisable only
          during a Term commencing at least six months after the date on which
          the Option or Right was granted. The Committee shall have authority to
          grant both Options exercisable in full at any time during their Term
          and Options exercisable in Quotas. In exercising an Option that is
          subject to Quotas, the Grantee may purchase less than the full Quota
          available under the Option during any period. Quotas or portions
          thereof not purchased in earlier periods shall accumulate and shall be
          available for purchase in later periods within the Term of the Option.

     (b)  Upon the expiration of the mandatory six-month holding period
          specified in subsection (a) above, any Option shall be exercisable in
          full, notwithstanding the applicability of any Quota or other
          limitation on the exercise of such Option, immediately following the
          date on which the Company obtains actual knowledge that a Change in
          Control has occurred.

13.  EXERCISE OF OPTION OR RIGHT

     (a)  Options or Rights shall be exercised by delivering or mailing to the
          Committee:

          (1)  a notice, in the form and in the manner prescribed by the
               Committee, specifying the number of Shares to be purchased, or
               the number of Shares with respect to which a Right shall be
               exercised, and

          (2)  if an Option is exercised, payment in full of the Option price
               for the Shares so purchased


<PAGE>
                                      -24-


               (i) by money order, cashier's check, or certified check;

               (ii) by the tender of Shares to the Company, or by the
               attestation to the ownership of the Shares that otherwise would
               be tendered to the Company in exchange for the Company's reducing
               the number of Shares that it issues to the Grantee by the number
               of Shares necessary for payment in full of the Option price for
               the Shares so purchased;

               (iii) by money order, cashier's check, or certified check and the
               tender of Shares to the Company, or by money order, cashier's
               check, or certified check and the attestation to the ownership of
               the Shares that otherwise would be tendered to the Company in
               exchange for the Company's reducing the number of Shares that it
               issues to the Grantee by the number of Shares necessary for
               payment in full of the Option price for the Shares so purchased ;
               or

               (iv) unless the Committee expressly notifies the Grantee
               otherwise (at the time of grant in the case of an Incentive Stock
               Option or at any time prior to full exercise in the case of a
               Non-qualified Stock Option), and except to the extent that the
               Option is an Option to purchase Restricted Shares, by the
               Grantee's (a) irrevocable instructions to the Company to deliver
               the Shares issuable upon exercise of the Option promptly to the
               broker for the Grantee's account and (b) irrevocable instruction
               letter to the broker to sell Shares sufficient to pay the
               exercise price and upon such sale to deliver the exercise price
               to the Company, provided that at the time of such exercise, such
               exercise would not subject the Grantee to liability under section
               16(b) of the Securities Exchange Act of 1934, or would be exempt
               pursuant to Rule 16b-3 promulgated under such Act or any other
               exemption from such liability. The Company shall deliver an
               acknowledgment to the broker upon receipt of instructions to
               deliver the Shares. The Company shall deliver the Shares to the
               broker upon the settlement date. The broker shall deliver to the
               Company cash sale proceeds sufficient to cover the exercise price
               upon receipt of the Shares from the Company.

          Shares tendered or attested to in exchange for Shares issued under the
          Plan must be held by the Grantee for at least six months prior to
          their tender or their attestation to the Company, and may not be
          Restricted Shares at the time they are tendered or attested to. The
          Committee shall determine acceptable methods for tendering or
          attesting to Shares to exercise an Option under the Plan, and may
          impose such limitations and prohibitions on the use of Shares to
          exercise Options as it deems appropriate. For purposes of determining
          the amount of the Option price satisfied by tendering or attesting to
          Shares, such Shares shall be valued at their Fair Market Value on the
          date of tender or attestation, as applicable. Except as provided in
          this paragraph, the date of exercise shall be deemed to be the date
          that the notice of exercise and payment of the Option price are
          received by the Committee. For exercise pursuant to Section
          13(a)(2)(iv) of the Plan, the date of exercise shall be deemed to be
          the date that the notice of exercise is received by the Committee.

     (b)  At the time it grants a Non-qualified Stock Option, the Committee may
          provide in the Option Agreement that if the Grantee exercises the
          Non-qualified Stock Option (the "Exercised Option") by tendering
          Shares to the Company to pay the Option price in accordance with
          subsection (a) above, he shall be granted, as of the date of exercise,
          a Non-qualified Stock Option (the "Replacement Option") to purchase a
          number of Shares not exceeding the number of Shares he tendered to pay
          the Option price in exercising the Exercised Option; provided,
          however, that no Replacement Option shall be granted to the extent
          that it, would cause the limitations set forth in Sections 4(a) and
          4(e) hereof to be exceeded. The terms of the Replacement Option shall
          be identical to the terms of the Exercised Option, except that (i) the
          Option price per Share shall be equal to the Fair Market Value of


<PAGE>
                                      -25-


          a Share on the date on which the Replacement Option is granted, but in
          no event shall the Option price per Share be less than the par value
          of a Share on that date; (ii) the Term shall commence at least six
          months after the date the Replacement Option is granted, and (iii) the
          Committee may establish new Quotas (or no Quotas at all) with respect
          to the Replacement Option.

     (c)  Subject to subsection (d) below, upon receipt of the notice of
          exercise and, if an Option is exercised, upon payment of the Option
          price, the Company shall promptly deliver to the Grantee (or
          Beneficiary) a certificate or certificates for the Shares purchased,
          without charge to him for issue or transfer tax, and if a Right is
          exercised, shall promptly distribute cash to be paid upon the exercise
          of the Right.

     (d)  The exercise of each Option and Right and the grant or distribution of
          Restricted Shares under the Plan shall be subject to the condition
          that if at any time the Company shall determine (in accordance with
          the provisions of the following sentence) that it is necessary as a
          condition of, or in connection with, such exercise (or the delivery or
          purchase of Shares thereunder), grant or distribution (i) to satisfy
          withholding tax or other withholding liabilities, (ii) to effect the
          listing, registration, or qualification on any securities exchange or
          under any state or Federal law of any Shares otherwise deliverable in
          connection with such exercise, grant or distribution, or (iii) to
          obtain the consent or approval of any regulatory body, then in any
          such event such exercise, grant or distribution shall not be effective
          unless such withholding, listing, registration, qualification, consent
          or approval shall have been effected or obtained free of any
          conditions not acceptable to the Company in its reasonable and good
          faith judgment. Any such determination (described in the preceding
          sentence) by the Company must be reasonable, must be made in good
          faith, and must be made without any intent to postpone or limit such
          exercise, grant or distribution beyond the minimum extent necessary
          and without any intent otherwise to deny or frustrate any Grantee's
          rights in respect of any Award. In seeking to effect or obtain any
          such withholding, listing, registration, qualification, consent or
          approval, the Company shall act with all reasonable diligence. Any
          such postponement or limitation affecting the right to exercise an
          Option or Right or the grant or distribution of Restricted Shares
          shall not extend the time within which the Option or Right may be
          exercised or the Restricted Shares may be granted or distributed,
          unless the Company and the Grantee choose to amend the terms of the
          Award to provide for such an extension; and neither the Company nor
          its directors or officers shall have any obligation or liability to
          the Grantee or to a Beneficiary with respect to any Shares with
          respect to which the Award shall lapse, or with respect to which the
          grant or distribution shall not be effected, because of a postponement
          or limitation that conforms to the provisions of this subsection (d).

     (e)  Except as provided in Section 13(f) below, Options and Rights granted
          under the Plan shall be nontransferable other than by will or by the
          laws of descent and distribution in accordance with Section 14(a)
          hereof, and an Option or Right may be exercised during the lifetime of
          the Grantee only by him.

     (f)  Subject to the approval of the Committee in its sole discretion,
          Non-qualified Stock Options, Limited Stock Appreciation Rights that
          are granted in connection with Non-qualified Stock Options, and
          Restricted Stock may be transferable to members of the immediate
          family of the Grantee and to one or more trusts for the benefit of
          such family members, partnerships in which such family members are the
          only partners, or corporations in which such family members are the
          only stockholders. "Members of the immediate family" means the
          Grantee's spouse, children, stepchildren, grandchildren, parents,
          grandparents, siblings (including half brothers and sisters), and
          individuals who are family members by adoption.

     (g)  Upon the purchase of Shares under an Option, the stock certificate or
          certificates may, at the request of the purchaser, be issued in his
          name and the name of another person as joint tenants with right of
          survivorship.


<PAGE>

                                      -26-

14.  EXERCISE OF OPTION OR RIGHT AFTER DEATH, DISABILITY, RETIREMENT, OTHER
     TERMINATION OF EMPLOYMENT, OR CHANGE IN CONTROL

     (a)  Death

          If a Grantee's employment with the Company and its Subsidiaries shall
          cease due to the Grantee's death, or if the Grantee shall die within
          three months after cessation of employment while an Option is
          exercisable pursuant to subsection (d) or (e) below, any Option held
          by the Grantee on the date of his death may be exercised only within
          twelve months after the Grantee's death, and only by the Grantee's
          Beneficiary, to the extent that the Option could have been exercised
          immediately before the Grantee's death.

     (b)  Disability

          If a Grantee's employment with the Company and its Subsidiaries shall
          cease due to his Disability, after at least six months of continuous
          employment with the Company and/or a Subsidiary immediately following
          the date on which an Option was granted, the Grantee may exercise the
          Option, to the extent that the Option could be exercised at the
          cessation of employment, at any time within two years after the
          Grantee shall so cease to be an employee.

     (c)  Retirement

          If a Grantee's employment with the Company and its Subsidiaries ceases
          due to his Retirement, after at least six months of continuous
          employment with the Company and/or a Subsidiary immediately following
          the date on which an Option was granted, the Grantee may exercise the
          Option, to the extent the Option could be exercised at the cessation
          of employment, at any time within five years after the Grantee's
          Retirement.

     (d)  Termination of Employment for Any Other Reason 

          The Option Agreement shall specify the period, if any, during which an
          Option may be exercised  subsequent to the  termination of a Grantee's
          employment  with the  Company and its  Subsidiaries  at any time other
          than within three  months after the date on which the Company  obtains
          actual  knowledge  that a Change in Control has  occurred  and for any
          reason  other than those  specified  in  subsections  (a)  through (c)
          above;  provided,  however, that the Option Agreement shall not permit
          the  exercise  of any  Option  later  than  three  months  after  such
          termination; and provided further that the Option may not be exercised
          to an extent greater than the extent to which it could be exercised at
          the cessation of employment.

     (e)  Termination of Employment After a Change in Control

          If,  within three months after the Company  obtains  actual  knowledge
          that a Change in Control has occurred, a Grantee's employment with the
          Company and its  Subsidiaries  ceases for any reason  other than those
          specified  in  subsections  (a)  through  (c) above,  the  Grantee may
          exercise  the  Option  at any time  within  three  months  after  such
          cessation of employment.

     (f)  Notwithstanding any other provision of this Section 14, in no event
          shall an Option be exercisable after the expiration date specified in
          the Option Agreement.

15.  TAX WITHHOLDING

     (a)  The Company shall have the right to collect an amount sufficient to
          satisfy any Federal, State and/or local withholding tax requirements
          that might apply with respect to any Award to a Grantee (including,
          without limitation, the exercise of an Option or Right, the
          disposition of Shares, or the grant or distribution of Restricted
          Shares) in the manner specified in subsection (b) or (c) below.
          Alternatively, a Grantee may elect to satisfy any such withholding tax
          requirements in the manner specified in subsection (d) or (e) below to
          the extent permitted therein.


<PAGE>
                                      -27-


     (b)  The Company shall have the right to require Grantees to remit to the
          Company an amount sufficient to satisfy any such withholding tax
          requirements.

     (c)  The Company and its Subsidiaries also shall, to the extent permitted
          by law, have the right to deduct from any payment of any kind (whether
          or not related to the Plan) otherwise due to a Grantee any such taxes
          required to be withheld.

     (d)  If the Committee in its sole discretion approves, a Grantee may
          irrevocably elect to have any withholding tax obligation satisfied by
          (i) having the Company withhold Shares otherwise deliverable to the
          Grantee, or (ii) delivering Shares (other than Restricted Shares) to
          the Company, provided that the Shares withheld or delivered have a
          Fair Market Value (on the date that the amount of tax to be withheld
          is determined) equal to the amount required to be withheld.

     (e)  A Grantee may elect to have any withholding tax obligation satisfied
          in the manner described in Section 13(a)(2)(iv) hereof, to the extent
          permitted therein.

16.  SHAREHOLDER RIGHTS

     No person shall have any rights of a shareholder by virtue of an Option or
     Right except with respect to Shares actually issued to him, and the
     issuance of Shares shall confer no retroactive right to dividends.

17.  ADJUSTMENT FOR CHANGES IN CAPITALIZATION

     (a)  Subject to the provisions of Section 18 hereof, in the event that
          there is any change in the Shares through merger, consolidation,
          reorganization, recapitalization or otherwise; or if there shall be
          any dividend on the Shares, payable in Shares; or if there shall be a
          stock split or a combination of Shares, the aggregate number of shares
          available for Awards, the number of Shares subject to outstanding
          Awards, and the Option price per Share of each out standing Option may
          be proportionately adjusted by the Board of Directors as it deems
          equitable in its absolute discretion to prevent dilution or
          enlargement of the rights of the Grantees; provided that any
          fractional Shares resulting from such adjustments shall be eliminated.

     (b)  Subject to the provisions of Section 18 hereof, any Shares to which a
          Grantee shall become entitled as a result of a stock dividend on
          Restricted Shares, or as a result of a stock split, combination of
          Shares, merger, consolidation, reorganization, recapitalization or
          other event affecting Restricted Shares, shall have the same status,
          be subject to the same restrictions, and bear the same legend (if any)
          as the Shares with respect to which they were issued, except as may be
          otherwise provided by the Board of Directors.

     (c)  The Board's determination with respect to any such adjustments shall
          be conclusive.

18.  EFFECTS OF MERGER OR OTHER REORGANIZATION

     If the Company shall be the surviving corporation in a merger or other
     reorganization, Awards shall extend to stock and securities of the Company
     after the merger or other reorganization to the same extent that a person
     who held, immediately before the merger or reorganization, the number of
     Shares corresponding to the number of Shares covered by the Award would be
     entitled to have or obtain stock and securities of the Company under the
     terms of the merger or reorganization.

19.  TERMINATION, SUSPENSION, OR MODIFICATION OF PLAN

     The Board of Directors may at any time terminate, suspend, or modify the
     Plan, except that the Board shall not, without approval by the affirmative
     votes of the holders of a majority of the securities of the Company
     present, or represented, and entitled to vote, at a meeting


<PAGE>
                                      -28-


     duly held in accordance with applicable law, change (other than through
     adjustment for changes in capitalization as provided in Section 17 hereof)
     (a) the aggregate number of Shares for which Awards may be granted; (b) the
     class of persons eligible for Awards; (c) the minimum Option price,
     applicable to Options or Rights, that is provided for under the terms of
     the Plan; or (d) the maximum duration of the Plan. No termination,
     suspension or modification of the Plan shall adversely affect any right
     acquired by any Grantee, or by any Beneficiary, under the terms of any
     Award granted before the date of such termination, suspension or
     modification, unless such Grantee or Beneficiary shall expressly consent;
     but it shall be conclusively presumed that any adjustment pursuant to
     Section 17 hereof does not adversely affect any such right.

20.  APPLICATION OF PROCEEDS

     The proceeds received by the Company from the sale of Shares (including
     Restricted Shares) under the Plan shall be used for general corporate
     purposes.

21.  GENERAL PROVISIONS

     The grant of an Award in any year shall not give the Grantee any right to
     similar grants in future years or any right to be retained in the employ of
     the Company or its Subsidiaries.

22.  GOVERNING LAW

     The Plan shall be construed and its provisions enforced and administered in
     accordance with the laws of the Commonwealth of Pennsylvania except to the
     extent that such laws may be superseded by any Federal law.