EXHIBIT 10.3
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                              JLG INDUSTRIES, INC.
                              STOCK INCENTIVE PLAN

                            (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 


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                  by reason of any agreement intended to avoid or settle any
                  election contest 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 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.


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      (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.

      (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.


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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.

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 


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            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.

      (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 


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                  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
            hares, 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 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 


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                  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.

      (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).


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<PAGE>


            (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

                  (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 


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<PAGE>


                  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 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 


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<PAGE>


            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.

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 


                                       30
<PAGE>


            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 two 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.

      (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 


                                       31
<PAGE>


            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 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.


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