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                                                                 EXHIBIT 4.3

                   FIRST NATIONAL BANKSHARES OF FLORIDA, INC.

                              2003 INCENTIVE PLAN


         The purposes of the 2003 Incentive Plan are to encourage Eligible
Individuals to increase their efforts to make First National Bankshares of
Florida, Inc. and each of its Subsidiaries more successful, to provide an
additional inducement for such Eligible Individuals to continue to provide
services to the Corporation or a Subsidiary as an employee, consultant,
non-employee director, or independent contractor, to reward such Eligible
Individuals by providing an opportunity to acquire incentive awards on
favorable terms and to provide a means through which the Corporation may
attract able persons to enter the employment of or engagement with the
Corporation or one of its Subsidiaries. Such incentive awards may, in the
discretion of the Board or Committee, consist of Stock (subject to such
restrictions as the Board or Committee may determine or as provided herein),
Performance Units, Stock Appreciation Rights, Limited Stock Appreciation
Rights, Incentive Stock Options, Non-Qualified Stock Options, Phantom Stock, or
any combination of the foregoing, all as the Board or Committee, in each case,
may determine.

                                   ARTICLE 1
                                  DEFINITIONS

         "Award" means an Incentive Stock Option, a Non-Qualified Stock Option,
Restricted Stock Award, Stock Appreciation Rights, Limited Stock Appreciation
Rights, Performance Units, or Phantom Stock granted hereunder.

         "Award Agreement" means an agreement entered into between the
Corporation and the applicable Participant, setting forth the terms and
provisions applicable to the Award then being granted under this Plan, as
further described in Section 2.5 of the Plan.

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

         "Code" means the Internal Revenue Code of 1986, as amended. A
reference to any provision of the Code shall include reference to any successor
provision of the Code.

         "Committee" means the Compensation Committee, if any, appointed by the
Board. If no Committee is appointed by the Board, the Board shall function in
place of the Committee.

         "Corporation" means First National Bankshares of Florida, Inc..

         "Disabled Participant" means a Participant becoming disabled within
the meaning of Section 422(c)(6) of the Code.

         "Eligible Employee" means any employee of the Corporation or one of
its Subsidiaries.

         "Eligible Individual" means any Eligible Employee and any consultant,
non-employee director, or independent contractor of the Corporation or one of
its Subsidiaries.

         "Fair Market Value" shall mean, as applicable, (i) the closing sales
price of the Corporation's Stock on the date in question on the New York Stock
Exchange; (ii) if the Corporation's Stock is not


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traded on the New York Stock Exchange but is registered on another national
securities exchange, the closing sales price of the Corporation's Stock on such
national securities exchange; (iii) if the Corporation's shares of Common Stock
are not traded on a national securities exchange or through any other
nationally recognized quotation service, the fair market value of the
Corporation's Stock as determined by the Board or the Committee, acting in good
faith, under any method consistent with the Code, or Treasury Regulations
thereunder, as the Board or the Committee shall in its discretion select and
apply at the time of the grant of the Award concerned; or (iv) for purposes of
Section 3.4 hereof with respect to Limited Stock Appreciation Rights, the
applicable value determined in accordance with Paragraph (C) of such Section
3.4. Subject to the foregoing, the Board or the Committee, in fixing the Fair
Market Value, shall have full authority and discretion and be fully protected
in doing so.

         "Incentive Stock Option" means an option that is intended to qualify
as an "Incentive Stock Option" within the meaning of section 422 of the Code.
Any Option which does not qualify under section 422 of the Code shall be
treated as a Non-Qualified Stock Option.

         "Limited Stock Appreciation Right" means a Stock Appreciation Right
granted under Section 3.4.

         "Non-Qualified Stock Option" means an option that is not an Incentive
Stock Option.

         "Option" means an option to purchase Stock, including Restricted
Stock, if the Committee so determines, subject to the applicable provisions of
Article 3, awarded in accordance with the terms of the Plan and which may be an
Incentive Stock Option or a Non-Qualified Stock Option.

         "Participant" means an Eligible Individual who has been selected by
the Committee to participate in the Plan in accordance with Section 2.2 of the
Plan.

         "Performance Unit" means a performance unit subject to the
requirements of Article 4 and awarded in accordance with the terms of the Plan.

         "Phantom Stock" means a deferred compensation award subject to the
requirements of Article 6.

         "Plan" means the First National Bankshares of Florida, Inc. 2003
Incentive Plan, as the same may be amended, administered or interpreted from
time to time.

         "Restricted Stock" means Stock delivered under the Plan subject to the
requirements of Article 5 and such other restrictions as the Committee deems
appropriate or desirable.

         "Stock" means the common stock of the Corporation.

         "Stock Appreciation Right" means a right granted under Article 3 in
conjunction with the grant of an Option that entitles the holder to receive a
cash payment or an award of Stock, at the discretion of the Committee, in an
amount equal to the excess of the Fair Market Value of one share of Stock on
such date of exercise over the Option Price per share multiplied by the number
of shares covered by the right.

         "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Corporation, if each of the corporations (other
than the last corporation in the unbroken chain) owns stock possessing more
than fifty percent (50%) of the total combined voting power of all classes of
stock in one of the other corporations in the chain.


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         "Termination" means the termination of employment with the Corporation
or any of its Subsidiaries or the cessation of the provision of services to the
Corporation or any of its Subsidiaries by a non-employee director, consultant
or independent contractor.

                                   ARTICLE 2
                               GENERAL PROVISIONS

         Section 2.1    Administration. The Plan shall be administered by the
Committee. The Committee shall interpret the Plan and prescribe such rules,
regulations and procedures in connection with the operation of the Plan as it
shall deem to be necessary and advisable for the administration of the Plan
consistent with the purposes of the Plan. Without limiting the foregoing, the
Committee shall have the authority and complete discretion to:

                  (i)      Prescribe, amend and rescind rules and regulations
         relating to the Plan;

                  (ii)     Select Eligible Individuals to receive Awards under
         the Plan as provided in Section 2.2 of the Plan;

                  (iii)    Determine the form and terms of Awards;

                  (iv)     Determine the number of shares or other
         consideration subject to Awards under the Plan as provided in Articles
         3, 4, 5 and 6 of the Plan;

                  (v)      Determine whether Awards will be granted singly, in
         combination or in tandem with, in replacement of, or as alternatives
         to, other Awards under the Plan or grants or awards under any other
         incentive or compensation plan of the Corporation;

                  (vi)     Construe and interpret the Plan, any Award Agreement
         in connection with an Award and any other agreement or document
         executed pursuant to the Plan;

                  (vii)    Correct any defect or omission, or reconcile any
         inconsistency in the Plan, any Award or any Award Agreement;

                  (viii)   Determine whether a Participant is a Disabled
         Participant;

                  (ix)     Accelerate or, with the consent of the Participant,
         defer the vesting of any Award and/or the exercise date of any Award;

                  (x)      Determine whether a Participant's Termination from
         the Corporation or its Subsidiaries is voluntary and with the written
         consent of the Corporation or its Subsidiaries;

                  (xi)     Authorize any person to execute on behalf of the
         Corporation any instrument required to effectuate the grant of an
         Award;

                  (xii)    With the consent of the Participant reprice, cancel
         and reissue, or otherwise adjust the terms of an Award previously
         granted to the Participant;


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                  (xiii)   Determine when a Participant's period of employment
         is deemed to be continued during an approved leave of absence, or
         whether a Participant has engaged in the operation or management of a
         business that is in competition with the Corporation or any of its
         Subsidiaries;

                  (xiv)    Determine, upon review of relevant information, the
         Fair Market Value of the Stock; and

                  (xv)     Make all other determinations deemed necessary or
         advisable for the administration of the Plan.

         The Committee may delegate to officers of the Corporation or any
Subsidiary the authority to perform administrative functions under the Plan
subject to any legal requirements that the Committee as a whole take action
with respect to such function.

         The Committee shall keep records of action taken at its meetings. A
majority of the Committee shall constitute a quorum at any meeting, and the
acts of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee, shall be
the acts of the Committee.

        Section 2.2     Eligibility. Those Eligible Individuals who share the
responsibility for the management, growth or protection of the business of the
Corporation or any Subsidiary or who, in the opinion of the Committee, provide
services yielding significant benefits to the Corporation or any Subsidiary
shall be eligible to receive Awards as described herein.

         Subject to the provisions of the Plan, the Committee shall have full
and final authority, in its discretion, to grant Awards as described herein and
to determine the Eligible Individuals to whom Awards shall be granted. In
determining the eligibility of any Eligible Individual, as well as in
determining the Award, the Committee shall consider the position and the
responsibilities of the Eligible Individual being considered, the nature and
value to the Corporation or a Subsidiary of his or her services, his or her
present and/or potential contribution to the success of the Corporation or a
Subsidiary and such other factors as the Committee may deem relevant.

        Section 2.3     Shares Available under the Plan. Subject to adjustment
as set forth in Section 2.6, the maximum number of shares of Stock that may be
issued or delivered and as to which Awards, other than Limited Stock
Appreciation Rights or Performance Units, may be granted under the Plan shall
be the sum of (i) 500,000 plus (ii) the number of shares subject to options or
restricted stock grants that are issued by the Corporation pursuant to the
Employee Benefits Agreement (the "Employee Benefits Agreement") to be entered
into between F.N.B. Corporation and the Corporation in connection with the
distribution by F.N.B. Corporation of all of the outstanding shares of Stock of
the Corporation, plus (iii) beginning in 2005 and continuing each year
thereafter, an additional number of shares equal to three percent (3%) of the
total issued and outstanding shares of Stock as of the first day of such
calendar year. The maximum number of shares available under the Plan may also
be increased for any particular calendar year, at the discretion of the
Committee, by up to one and one-half percent (1-1/2%) of the number of shares
of Stock outstanding as of the first day of such calendar year, provided that
the number of shares by which the aggregate share limitation would otherwise be
increased in the next calendar year shall be decreased by the same number of
shares as the applicable limit for the current calendar year is increased
pursuant to this sentence. Notwithstanding anything to the contrary in this
Section 2.3, the maximum number of shares of Stock that may be cumulatively
available for Awards of Incentive Stock


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Options under the Plan shall be the sum of 3,000,000 and the number of shares
subject to options issued by the Corporation pursuant to the Employee Benefits
Agreement. Subject to adjustment as set forth in Section 2.6, the maximum
number of shares of Stock with respect to which Awards may be granted in any
calendar year to any Participant under the Plan shall be 100,000 shares.

         If any Award, other than Limited Stock Appreciation Rights or
Performance Units, granted under the Plan is canceled by mutual consent or
terminates or expires for any reason without having been exercised in full, or,
if and to the extent that an award of Phantom Stock is paid in cash rather than
the issuance of shares of Stock, the number of shares subject to such Award (or
in the case of Phantom Stock the number of shares of Stock for which payment
was made in cash) shall again be available for purposes of the Plan, except
that, to the extent that Stock Appreciation Rights granted in conjunction with
an Option under the Plan are exercised and the related Option surrendered, the
number of shares available for purposes of the Plan shall be reduced by the
number of shares, if any, of Stock issued or delivered upon exercise of such
Stock Appreciation Rights.

         The shares that may be issued or delivered under the Plan may be
either authorized but unissued shares or repurchased shares or partly each.

         Section 2.4    Corporation's Obligation to Deliver Stock. The
obligation of the Corporation to issue or deliver shares of Stock under the
Plan shall be subject to (i) the effectiveness of a registration statement
under the Securities Act of 1933, as amended, with respect to such shares, if
deemed necessary or appropriate by counsel for the Corporation; (ii) the
condition that the shares shall have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange on which such shares
may then be listed; and (iii) all other applicable laws, regulations, rules and
orders which may then be in effect.

         Section 2.5    Award Agreement. Each Award granted under the Plan shall
be evidenced by a written Award Agreement, in a form approved by the Committee.
Such Award Agreement shall be subject to and incorporate the express terms and
conditions, if any, required under the Plan or as required by the Committee for
the form of Award granted and such other terms and conditions as the Committee
may specify and shall be executed by the Chief Executive Officer, the President
(if other than the Chief Executive Officer) or any Vice President on behalf of
the Corporation and by the Participant to whom such Award is granted. With the
consent of the Participant to whom such Award is granted, the Board may at any
time and from time to time amend an outstanding Award Agreement in a manner
consistent with the Plan. Without consent of the Participant, the Board of
Directors may at any time and from time to time modify or amend Award
Agreements with respect to Options intended as of the date of grant to be
Incentive Stock Options in such respects as it deems necessary in order that
Incentive Stock Options granted under the Plan shall comply with the
appropriate provisions of the Code and regulations thereunder which are in
effect from time to time with respect to Incentive Stock Options.

         Section 2.6    Adjustment and Substitution of Shares. If a dividend or
other distribution shall be declared upon the Stock payable in shares of Stock,
the number of shares of Stock then subject to any outstanding Option or by
reference to which the amount of any other Award is determined and the number
of shares which may be issued or delivered under the Plan shall be adjusted by
adding thereto the number of shares which would have been distributable thereon
if such shares had been outstanding on the date fixed for determining the
stockholders entitled to receive such stock dividend or distribution.

         If the outstanding shares of Stock shall be changed into or
exchangeable for a different number or kind of shares of Stock or other
securities of the Corporation or another corporation, whether through


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reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
share of Stock subject to any then outstanding Award and for each share of
Stock, which may be issued or delivered under the Plan but is not then subject
to an outstanding Award, the number and kind of shares of Stock or other
securities into which each outstanding share of Stock shall be so changed or
for which each such share shall be exchangeable.

         In the case of any adjustment or substitution as provided for in this
Section 2.6, the aggregate Option Price for all shares subject to each then
outstanding Option prior to such adjustment or substitution shall be the
aggregate option price for all shares of Stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares. Any new option price per share shall be
carried to at least three decimal places with the last decimal place rounded
upwards to the nearest whole number.

         No adjustment or substitution provided for in this Section 2.6 shall
require the Corporation to issue or sell a fraction of a share or other
security. Accordingly, all fractional shares or other securities that result
from any such adjustment or substitution shall be eliminated and not carried
forward to any subsequent adjustment or substitution.

         If any such adjustment or substitution provided for in this Section
2.6 requires the approval of stockholders in order to enable the Corporation to
grant Incentive Stock Options, then no such adjustment or substitution shall be
made without prior stockholder approval. Notwithstanding the foregoing, in the
case of Incentive Stock Options, if the effect of any such adjustment or
substitution would be to cause the Option to fail to continue to qualify as an
Incentive Stock Option or to cause a modification, extension or renewal of such
Option within the meaning of Section 424 of the Code, the Committee may elect
that such adjustment or substitution not be made but rather shall use
reasonable efforts to effect such other adjustment of each then outstanding
Option as the Committee in its sole discretion shall deem equitable and which
will not result in any disqualification, modification, extension or renewal
(within the meaning of Section 424 of the Code) of such Incentive Stock Option.

                                   ARTICLE 3
                     OPTIONS AND STOCK APPRECIATION RIGHTS

        Section 3.1     Grant of Stock Options, Stock Appreciation Rights, and
Limited Stock Appreciation Rights. The Committee shall have authority, in its
discretion, to grant Incentive Stock Options, Non-Qualified Stock Options or to
grant both types of Options (but not in tandem). Notwithstanding the above,
Incentive Stock Options may only be granted to employees. The Committee also
shall have the authority, in its discretion, to grant Stock Appreciation Rights
in conjunction with Incentive Stock Options or Non-Qualified Stock Options with
the effect provided in Section 3.2(D). Stock Appreciation Rights granted in
conjunction with an Incentive Stock Option may only be granted at the time such
Incentive Stock Option is granted. Stock Appreciation Rights granted in
conjunction with a Non-Qualified Stock Option may be granted either at the time
such Non-Qualified Stock Option is granted or at any time thereafter during the
term of such Non-Qualified Stock Option. The Committee shall also have the
authority, in its discretion, to grant Limited Stock Appreciation Rights in
accordance with the provisions of, and subject to the terms and conditions set
forth in, Section 3.4.

         No Participant shall be granted an Option or Options under the Plan
(disregarding canceled, terminated or expired stock options) for an aggregate
number of shares in excess of ten percent (10%) of the total number of shares
that may be issued or delivered under the Plan.


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        Section 3.2     Terms and Conditions of Stock Options and Stock
Appreciation Rights. Options and Stock Appreciation Rights granted under the
Plan shall be subject to the following terms and conditions:

                  (1)      The purchase price at which each Option may be
         exercised (the "Option Price") shall be such price as the Committee,
         in its discretion, shall determine except that, in the case of an
         Incentive Stock Option, the Option Price shall not be less than one
         hundred percent (100%) of the Fair Market Value per share of Stock
         covered by the Option on the date of grant (or in the case of an
         Incentive Stock Option granted to an Eligible Employee who,
         immediately prior to such grant, owns stock possessing more than ten
         percent (10%) of the total combined voting power of all classes of
         stock of the Corporation or any Subsidiary (a "Ten Percent Employee"),
         shall not be less than 110% of such Fair Market Value on the date of
         grant). For purposes of this Section 3.2(A), a Participant (i) shall
         be considered as owning not only shares of the Stock owned
         individually, but also all shares that are at the time owned, directly
         or indirectly, by or for the spouse, ancestors, lineal descendants and
         brothers and sisters (whether by the whole or half blood) of such
         individual and (ii) shall be considered as owning proportionately any
         shares of Stock owned, directly or indirectly, by or for any
         corporation, partnership, estate or trust in which such individual
         shall be a stockholder, partner or beneficiary.

                  (2)      The Option Price shall be payable in full in any one
         or more of the following ways, as shall be determined by the Committee
         to be applicable to any such Award:

                           (i)      in cash; or

                           (ii)     in shares of Stock (which are owned by the
                  participant free and clear of all liens and other
                  encumbrances and which are not subject to the restrictions
                  set forth in Article 5) having an aggregate Fair Market Value
                  on the date of exercise of the Option equal to the Option
                  Price for the shares being purchased; or

                           (iii)    by requesting that the Corporation withhold
                  such number of shares of Stock then issuable upon exercise of
                  the Option as shall have an aggregate Fair Market Value equal
                  to the Option Price for the shares being acquired upon
                  exercise of the Option; or

                           (iv)     by waiver of compensation due or accrued to
                  the Participant for services rendered; or

                           (v)      provided that a public market for the
                  Corporation's stock exists:

                                    (a)      Through a "same day sale"
                  commitment from the Participant and a broker-dealer that is a
                  member of the National Association of Securities Dealers (an
                  "NASD Dealer") whereby the Participant irrevocably elects to
                  exercise the Option and to sell a portion of the shares so
                  purchased to pay the purchase price (or a larger number of
                  the shares so purchased), and whereby the NASD Dealer
                  irrevocably commits upon receipt of such shares to forward
                  the purchase price directly to the Corporation (and any
                  excess to the Participant); or


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                                    (b)      Through a "margin" commitment from
                  the Participant and an NASD Dealer whereby the Participant
                  irrevocably elects to exercise the Option and to pledge the
                  shares so purchased to the NASD Dealer in a margin account as
                  security for a loan from the NASD Dealer in the amount of the
                  purchase price, and whereby the NASD Dealer irrevocably
                  commits upon receipt of such shares to forward the purchase
                  price directly to the Corporation; or

                           (vi)     by promissory note executed by the
                  Participant, evidencing his or her obligation to make future
                  cash payment thereof, secured by an applicable number of
                  shares of Stock or such other security as may be determined
                  by the Committee; provided, however, that in no event may the
                  Committee accept a promissory note for an amount in excess of
                  the difference between the aggregate Option Price and the par
                  value of the shares; or

                           (vii)    by any combination of the foregoing.

                  If the Option Price is paid in whole or in part in shares of
         Stock, any portion of the Option Price representing a fraction of a
         share shall be paid in cash. The date of exercise of an Option shall
         be determined under procedures established by the Committee, and the
         Option Price shall be payable at such time or times as the Committee,
         in its discretion, shall determine. No shares shall be issued or
         delivered upon exercise of an Option until full payment of the Option
         Price has been made, provided that, for this purpose, tender of a
         promissory note shall constitute full payment of the principal amount
         of such promissory note. When full payment of the Option Price has
         been made and subject to the restrictions set forth in Article 5, the
         Participant shall be considered for all purposes to be the owner of
         the shares with respect to which payment has been made. Payment of the
         Option Price with shares shall not increase the number of shares of
         Stock which may be issued or delivered under the Plan as provided in
         Section 2.3.

                  (3)      An Option may be exercised (i) at such time as the
         Option vests; or (ii) if and to the extent set forth in the applicable
         Award Agreement, prior to the date on which the Option vests provided
         that such Stock obtained shall be subject to the same requirements
         that are applicable to grants of Restricted Stock set forth in Article
         5. No Incentive Stock Option shall be exercisable after the expiration
         of ten years (five years in the case of a Ten Percent Employee) from
         the date of grant. No Non-Qualified Stock Option shall be exercisable
         after the expiration of ten years and six months from the date of
         grant. Subject to this Section 3.2(C), 3.3(F), and 2.5, Options may be
         exercised at such times, in such amounts and subject to such
         restrictions as shall be determined by the Committee, in its
         discretion.

                  (4)      Stock Appreciation Rights shall be exercisable to
         the extent that the related Option is exercisable and only by the same
         person or persons who are entitled to exercise the related Option.
         Stock Appreciation Rights shall entitle the Participant to surrender
         the related Option, or any portion thereof, and to receive from the
         Corporation in exchange therefor that number of shares of Stock having
         an aggregate Fair Market Value equal to the excess of the Fair Market
         Value of one share of Stock on such date of exercise over the Option
         Price per share, multiplied by the number of shares covered by the
         Option, or portion thereof, which is surrendered. Cash shall be paid
         in lieu of any fractional shares. The Committee shall have the
         authority, in its discretion, to determine that the obligation of the
         Corporation shall be paid in cash or part in cash and part in shares.
         The date of exercise of Stock Appreciation Rights shall be determined
         under procedures established by the Committee, and payment under this
         Section


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         3.2(D) shall be made by the Corporation as soon as practicable after
         the date of exercise. To the extent that an Option as to which Stock
         Appreciation Rights have been granted in conjunction therewith is
         exercised, the Stock Appreciation Rights shall be canceled.

                  (5)      No Option or Stock Appreciation Rights shall be
         transferable by a Participant other than by will, or if a Participant
         dies intestate, by the laws of descent and distribution of the state
         of domicile of the Participant at the time of death, and all Options
         and Stock Appreciation Rights shall be exercisable during the lifetime
         of a Participant only by the Participant.

                  (6)      Unless otherwise determined by the Committee and set
         forth in the Award Agreement referred to in Section 2.5 or an
         amendment thereto, following the Termination of a Participant for any
         reason, such Participant must exercise any outstanding Option within
         one year from the date of Termination.

         Section 3.3    Reload Options. Concurrently with the award of any
Option under this Plan or pursuant to an amendment of any outstanding stock
option (such option is hereinafter referred to as the "Underlying Option"), to
any Participant in the Plan, the Committee may grant a reload option (the
"Reload Option") to such Participant pursuant to which the Participant shall be
entitled to purchase a number of shares of Stock as specified below. A Reload
Option shall be exercisable for a number of shares of Stock equal to (i) the
number of shares delivered by the Participant to the Corporation to exercise
the Underlying Option pursuant to Section 3.2(B)(ii), (iii) or (v); and (ii) to
the extent authorized by the Committee, the number of shares used to satisfy
any tax withholding requirement incident to the exercise of the Underlying
Option, subject to the availability of shares of Stock under the Plan at the
time of such exercise. The grant of a Reload Option shall become effective upon
the exercise of an Underlying Option by delivering to the Corporation shares
held by the Participant pursuant to Section 3.2(B)(ii), (iii) or (v). Reload
Options are not intended to qualify as "Incentive Stock Options" under Section
422 of the Code.

         Each Award Agreement in connection with an Option granted under the
Plan shall state whether the Committee has authorized Reload Options with
respect to the Underlying Option covered by such agreement. Upon the exercise
of an Underlying Option, the Reload Option will be evidenced by an amendment to
the stock option agreement governing the Underlying Option.

         The option price per share for a Reload Option shall be the Fair
Market Value per share of the Stock on the date the grant of the Reload Option
becomes effective.

         Each Reload Option shall be fully exercisable subject to such
limitations on exercisability, if any, as may be imposed by the Committee in
its discretion at the time of the grant of the Underlying Option. The term of
each Reload Option shall be equal to the remaining option term of the
Underlying Option.

         No Reload Option shall be granted to a Participant when Options are
exercised by such Participant (or by such Participant's estate or personal
representative) pursuant to the terms of the Plan following the Participant's
Termination.

         Except as otherwise provided in this Section 3.3, the provisions of
Article 3 of the Plan applicable to Options shall apply equally to Reload
Options.


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         Section 3.4    Limited Stock Appreciation Rights. Limited Stock
Appreciation Rights may be granted in connection with all or part of (i) an
Incentive Stock Option granted under this Plan at the time of the grant of such
Option; or (ii) a Non-Qualified Stock Option, at the time such Option is
granted or at any time thereafter during the term of such Option.

         Limited Stock Appreciation Rights shall entitle the holder of an
Option in connection with which such Limited Stock Appreciation Rights are
granted, upon exercise of the Limited Stock Appreciation Rights, to surrender
the Option, or any applicable portion thereof, and any related Stock
Appreciation Rights, to the extent unexercised, and to receive an amount of
cash determined pursuant to this Section 3.4. Such Option, and any related
Stock Appreciation Rights, shall, to the extent so surrendered, thereupon cease
to be exercisable.

         Limited Stock Appreciation Rights shall be subject to the following
terms and conditions and to such other terms and conditions not inconsistent
with the Plan as shall from time to time be approved by the Committee.

                  (1)      Limited Stock Appreciation Rights shall be
         exercisable, subject to Section 3.4(B), during any one or more of the
         following periods:

                           (i)      for a period of 60 days beginning on the
                  date on which shares of Stock are first purchased pursuant to
                  a tender offer or exchange offer (other than such an offer by
                  the Corporation), whether or not such offer is approved or
                  opposed by the Corporation and regardless of the number of
                  shares of Stock purchased pursuant to such offer;

                           (ii)     for a period of 60 days beginning on the
                  date the Corporation acquires knowledge that any person or
                  group deemed a person under Section 13(d)(3) of the Exchange
                  Act (other than any director of the Corporation on November
                  1, 1989, any Affiliate or Associate of any such director
                  (with such terms having the respective meanings set forth in
                  Rule 12b-2 under the Exchange Act as in effect on November 1,
                  1989), any member of the family of any such director, any
                  trust (including the trustees thereof) established by or for
                  the benefit of any such persons, or any charitable
                  foundation, whether a trust or a corporation (including the
                  trustees and directors thereof) established by or for the
                  benefit of any such persons), in a transaction or series of
                  transactions shall become the beneficial owner, directly or
                  indirectly (with beneficial ownership determined as provided
                  in Rule 13d-3, or any successor rule, under the Exchange
                  Act), of securities of the Corporation entitling the person
                  or group to 10% or more of all votes (without consideration
                  of the rights of any class of stock to elect directors by a
                  separate class vote) to which all shareholders of the
                  Corporation would be entitled if the election of Directors
                  were an election held on such date;

                           (iii)    for a period of 60 days beginning on the
                  date of filing under the Exchange Act of a Statement on
                  Schedule 13D, or any amendment thereto, by any person or
                  group deemed a person under Section 13(d)(3) of the Exchange
                  Act, disclosing an intention or possible intention to acquire
                  or change control of the Corporation;


                                      10
<PAGE>

                           (iv)     for a period of 60 days beginning on the
                  date, during any period of two consecutive years, when
                  individuals who at the beginning of such period constitute
                  the Board of the Corporation cease for any reason to
                  constitute at least a majority thereof, unless the election,
                  or the nomination for election by the shareholders of the
                  Corporation, of each new Director was approved by a vote of
                  at least two-thirds of the Directors then still in office who
                  were Directors at the beginning of such period; and

                           (v)      for a period of 60 days beginning on the
                  date of approval by the shareholders of the Corporation of an
                  agreement (a "reorganization agreement") providing for (a)
                  the merger or consolidation of the Corporation with another
                  corporation where the shareholders of the Corporation,
                  immediately prior to the merger or consolidation, do not or
                  will not beneficially own, immediately after the merger or
                  consolidation, shares of the corporation issuing cash or
                  securities in the merger or consolidation entitling such
                  shareholders to 50% or more of all votes (without
                  consideration of the rights of any class of stock to elect
                  directors by a separate class vote) to which all shareholders
                  of such corporation would be entitled in the election of
                  Directors or where the members of the Board of the
                  Corporation, immediately prior to the merger or
                  consolidation, do not or will not, immediately after the
                  merger or consolidation, constitute a majority of the Board
                  of the corporation issuing cash or securities in the merger
                  or consolidation or (b) the sale or other disposition of all
                  or substantially all the assets of the Corporation.

                  (2)      Limited Stock Appreciation Rights shall in no event
         be exercisable unless and until the holder of the Limited Stock
         Appreciation Rights shall have completed at least six months of
         continuous service with the Corporation or a Subsidiary, or both,
         immediately following the date upon which the Limited Stock
         Appreciation Rights shall have been granted.

                  (3)      Upon exercise of Limited Stock Appreciation Rights,
         the holder thereof shall be entitled to receive an amount of cash in
         respect of each share of Stock subject to the related Option equal to
         the excess of the Fair Market Value of such share over the Option
         Price of such related Option. For purposes of Section 3.4 with respect
         to Limited Stock Appreciation Rights, Fair Market Value shall mean the
         higher of (i) the highest daily closing price of the Corporation's
         Stock as reported on the New York Stock Exchange or as reported on
         such national securities exchange on which the Corporation's Stock is
         then registered, in each case during the 90-day period ending on the
         date of exercise of the applicable Limited Stock Appreciation Right;
         or (ii)(a) in the event of a tender offer or exchange offer for Stock
         the highest price paid for Stock pursuant to any tender offer or
         exchange offer in effect at any time during the 90 days ending on the
         date of exercise of the applicable Limited Stock Appreciation Rights;
         (b) in the event of the acquisition by any person or group of
         beneficial ownership of securities of the Corporation entitling the
         person or group to 10% or more of all votes to which all shareholders
         of the Corporation would be entitled in the election of Directors or
         in the event of the filing of a Statement on Schedule 13D, or any
         amendment thereto, disclosing an intention or possible intention by
         any person or group to acquire control of the Corporation, the highest
         price per share paid for Stock shown on the Statement on Schedule 13D,
         or any amendment thereto, filed by the person or group becoming a 10%
         beneficial owner or disclosing an intention or possible intention to
         acquire control of the Corporation; or (c) in the event of approval by
         shareholders of the Corporation of a reorganization agreement, the
         fixed or formula price specified in the reorganization agreement if
         such price is determinable as of the date of exercise of the Limited
         Stock Appreciation Rights. Any securities or property which are part
         or all of the consideration


                                      11
<PAGE>

         paid for Stock in a tender offer or exchange offer or under an
         approved reorganization agreement shall be valued at the higher of (x)
         the valuation placed on such securities or property by the person
         making the tender offer or exchange offer or by the corporation other
         than the Corporation issuing securities or property in the merger or
         consolidation or to whom the Corporation is selling or otherwise
         disposing of all or substantially all the assets of the Corporation or
         (y) the valuation placed on such securities or property by the
         Committee.

                  (4)      To the extent that Limited Stock Appreciation Rights
         shall be exercised, the Option in connection with which such Limited
         Stock Appreciation Rights shall have been granted shall be deemed to
         have been exercised and any related Stock Appreciation Rights shall be
         canceled. To the extent that the Option in connection with which
         Limited Stock Appreciation Rights shall have been granted or any
         related Stock Appreciation Rights shall be exercised, the Limited
         Stock Appreciation Rights granted in connection with such Option shall
         be canceled.

                                   ARTICLE 4
                               PERFORMANCE UNITS

        Section 4.1     Performance Period and Objectives. The Committee shall
determine a performance period (the "Performance Period") of one or more years
and shall determine the performance objectives for grants of Performance Units.
Performance objectives may vary from Participant to Participant and shall be
based upon such performance criteria or combination of factors as the Committee
may deem appropriate, including, but not limited to, minimum earnings per
share, return on equity or performance by a subsidiary or division of the
Corporation or any of its Subsidiaries. Performance Periods may overlap and
Participants may participate simultaneously with respect to Performance Units
for which different Performance Periods are prescribed.

         Section 4.2    Eligibility. At the beginning of a Performance Period,
the Committee shall determine for each Participant or group of Participants
eligible for Performance Units with respect to that Performance Period the
range of dollar values, if any, which may be fixed or may vary in accordance
with such performance or other criteria specified by the Committee, which shall
be paid to a Participant as an Award if the relevant measure of Corporation
performance for the Performance Period is met.

         Section 4.3    Significant Event. If during the course of a Performance
Period there shall occur a significant event or events (a "Significant Event")
as determined by the Committee, including, but not limited to, a reorganization
of the Corporation, which the Committee expects to have a substantial effect on
a performance objective during such period, the Committee may revise such
objective.

         Section 4.4    Termination. If an Eligible Individual terminates
service with the Corporation or any of its Subsidiaries during a Performance
Period because of death, Participant Disability, retirement on or after age 62,
or at an earlier age with the consent of the Corporation, or a Significant
Event, as determined by the Committee, that Eligible Individual shall be
entitled to payment in settlement of each Performance Unit for which the
Performance Period was prescribed (i) based upon the performance objectives
satisfied at the end of such period; and (ii) prorated for the portion of the
Performance Period during which the Eligible Individual was employed or
retained by the Corporation or any of its Subsidiaries; provided, however, the
Committee may provide for an earlier payment in settlement of such Performance
Unit in such amount or amounts and under such terms and conditions as the
Committee deems appropriate or desirable with the consent of the Eligible
Individual. If an Eligible Individual terminates service with the Corporation
or any of its Subsidiaries during a Performance Period for any


                                      12
<PAGE>

other reason, such Eligible Individual shall not be entitled to any payment
with respect to that Performance Period unless the Committee shall otherwise
determine.

         Section 4.5    Award. Each Performance Unit shall be paid in cash
either as a lump sum payment or in annual installments, as the Committee shall
determine, at the time of grant of the Performance Unit or otherwise,
commencing as soon as practicable after the end of the relevant Performance
Period.

                                   ARTICLE 5
                               RESTRICTED STOCK

         Section 5.1    Award. Restricted Stock may be received by an Eligible
Individual either as an Award or as the result of an exercise of an Option or
Stock Appreciation Right, when such award has not vested. Restricted Stock
shall be subject to a restriction period (after which restrictions shall lapse)
which shall mean a period commencing on the date the Award is granted and
ending on such date or upon the achievement of such performance or other
criteria as the Committee shall determine (the "Restriction Period"). The
Committee may provide for the lapse of restrictions in installments where
deemed appropriate.

         Section 5.2    Restriction Period. Except as otherwise provided in this
Article 5, no shares of Restricted Stock received by an Eligible Individual
shall be sold, exchanged, transferred, pledged, hypothecated or otherwise
disposed of during the Restriction Period; provided, however, that the
Restriction Period for any recipient of Restricted Stock shall expire and all
restrictions on shares of Restricted Stock shall lapse upon death, Disability,
retirement on or after age 62 or an earlier age with the consent of the
Corporation, or upon a Significant Event, as determined by the Committee.

         Section 5.3    Termination. Except as otherwise provided in Section 5.2
above, if an Eligible Individual terminates employment or service with the
Corporation or any of its Subsidiaries for any reason before the expiration of
the Restriction Period, all shares of Restricted Stock still subject to
restriction shall, unless the Committee otherwise determines, be forfeited by
the recipient and shall be reacquired by the Corporation, and in the case of
Restricted Stock purchased through the exercise of an Option, the Corporation
shall refund the purchase price paid on the exercise of the Option. Upon such
forfeiture, such forfeited shares of Restricted Stock shall again become
available for award under the Plan.

         Section 5.4    Restricted Stock Certificates. The Committee may
require, under such terms and conditions as it deems appropriate or desirable,
that the certificates for Restricted Stock delivered under the Plan be held in
custody by a bank or other institution, or that the Corporation may itself hold
such shares in custody until the Restriction Period expires or until
restrictions thereon otherwise lapse, and may require, as a condition of any
receipt of Restricted Stock, that the recipient shall have delivered a stock
power endorsed in blank relating to the Restricted Stock.

         Section 5.5    Exchange of Shares. Nothing in this Article 5 shall
preclude a recipient of Restricted Stock from exchanging any shares of
Restricted Stock subject to the restrictions contained herein for any other
shares of Stock that are similarly restricted.


                                      13
<PAGE>

                                   ARTICLE 6
                                 PHANTOM STOCK

         Section 6.1    Award. The Committee shall have authority, in its
discretion, to grant deferred compensation to an Eligible Individual by the
award of Phantom Stock, the value of which is related to the value of the Stock
of the Company.

         Section 6.2    Value. An Award of Phantom Stock shall entitle the
Participant to receive from the Corporation cash and/or shares of Stock having
an aggregate fair market value equal to the Fair Market Value of a share of
Stock on such date, or upon the occurrence of one or more events, as may be
specified in the Award Agreement for any Phantom Stock.

         Section 6.3    Termination. If the Participant is Terminated for any
reason prior to the vesting of the Phantom Stock Award, the Participant's
rights with respect to the Phantom Stock will terminate and be forfeited, and
neither the Participant nor his or her heirs, personal representatives,
successors or assigns shall have any future rights with respect to any such
Phantom Stock.

                                   ARTICLE 7
                        CERTIFICATES FOR AWARDS OF STOCK

         Section 7.1    Stock Certificates. Subject to Section 5.4 and except as
otherwise provided in this Section 7.1, each Participant entitled to receive
shares of Stock under the Plan shall be issued a certificate for such shares.
Such certificate shall be registered in the name of the Eligible Individual and
shall bear an appropriate legend reciting the terms, conditions and
restrictions, if any, applicable to such shares and shall be subject to
appropriate stop-transfer orders. To the extent that the Plan provides for
issuance of stock certificates to reflect the issuance of shares of Stock, the
issuance may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock exchange. If
the issuance of shares under the Plan is effected on a non-certificated basis,
the issuance of shares to a Participant shall be reflected by crediting (by
means of a book entry) the applicable number of shares of Stock to an account
maintained by the Corporation in the name of such Participant, which account
may be an account maintained by the Corporation for such Participant under any
dividend reinvestment program offered by the Corporation.

         Section 7.2    Compliance with Laws and Regulations. The Corporation
shall not be required to issue or deliver any certificates for shares of Stock,
or to effect the issuance of any non-certificated shares as provided in Section
7.1, prior to (i) the listing of such shares on any stock exchange or quotation
system on which the Stock may then be listed; and (ii) the completion of any
registration or qualification of such shares under any Federal or state law, or
any ruling or regulation of any government body which the Corporation shall, in
its sole discretion, determine to be necessary or advisable.

         Section 7.3    Restrictions. All certificates for shares of Stock
delivered under the Plan (and all non-certificated shares credited to a
Participant's account as provided in Section 7.1) shall also be subject to such
stop-transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Securities and
Exchange Commission, any stock exchange or quotation system upon which the
Stock is then listed and any applicable Federal or state securities laws; and
the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions. The foregoing
provisions of this Section 7.3 shall not be effective if and to the extent that
the shares of Stock delivered under the Plan are covered by an effective


                                      14
<PAGE>

and current registration statement under the Securities Act of 1933, or if and
so long as the Committee determines that application of such provisions is no
longer required or desirable. In making such determination, the Committee may
rely upon an opinion of counsel for the Company.

         Section 7.4    Rights of Stockholders. Except for the restrictions on
Restricted Stock under Article 5, each Participant who receives an award of
Stock shall have all of the rights of a stockholder with respect to such
shares, including the right to vote the shares and receive dividends and other
distributions. No Eligible Individual awarded an Option, a Stock Appreciation
Right, a Limited Stock Appreciation Right or Phantom Stock shall have any right
as a stockholder with respect to any shares subject to such Award prior to the
date of issuance to him or her of a certificate or certificates for such
shares, or if applicable, the crediting of non-certificated shares to an
account maintained by the Corporation in the name of such Eligible Individual.

                                   ARTICLE 8
                                 MISCELLANEOUS

         Section 8.1    Effect of the Plan on the Rights of Employees and
Employer. Neither the adoption of the Plan nor any action of the Board or the
Committee pursuant to the Plan shall be deemed to give any Eligible Individual
any right to be granted an Award under the Plan and nothing in the Plan, in any
Award granted under the Plan or in any Award Agreement shall confer any right
to any Participant to continue in the employment of the Corporation or any
Subsidiary or to continue to be retained to provide services to the Corporation
or any Subsidiary as a non-employee director, consultant or independent
contractor or interfere in any way with the rights of the Corporation or any
Subsidiary to terminate a Participant at any time.

         Section 8.2    Amendment. The right to alter and amend the Plan at any
time and from time to time and the right to revoke or terminate the Plan or to
suspend the granting of Awards pursuant to the Plan are hereby specifically
reserved to the Board; provided always that no such revocation, termination,
alteration or suspension of any Award shall terminate any outstanding Award
theretofore granted under the Plan, unless there is a liquidation or a
dissolution of the Corporation; and provided further that no such alteration or
amendment of the Plan shall, without prior stockholder approval (i) increase
the total number of shares which may be issued or delivered under the Plan;
(ii) make any changes in the class of Eligible Individuals; (iii) extend the
period set forth in the Plan during which Awards may be granted; or (iv) or
make any changes that require shareholder approval under the rules and
regulations of any securities exchange or market on which the Common Stock is
traded. No alteration, amendment, revocation or termination of the Plan or
suspension of any Award shall, without the written consent of the holder of an
Award theretofore granted under the Plan, adversely affect the rights of such
holder with respect to such Award.

         Section 8.3    Effective Date and Duration of Plan. The effective date
and date of adoption of the Plan shall be November 17, 2003 (the "Effective
Date"), the date of adoption of the Plan by the Board, provided that such
adoption of the Plan by the Board is approved by the affirmative vote of the
holders of at least a majority of the outstanding shares of Stock at a meeting
of such holders duly called, convened and held within one year of the Effective
Date. No Award granted under the Plan prior to such shareholder approval may be
exercised until after such approval. No Award may be granted under the Plan
subsequent to November 17, 2013.


                                      15
<PAGE>

         Section 8.4    Unfunded Status of Plan. The Plan shall be unfunded. The
Corporation shall not be required to establish any special or separate fund nor
to make any other segregation of assets to assume the payment of any benefits
under the Plan. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award shall give any
such Participant any rights that are greater than those of a general unsecured
creditor of the Corporation; provided, however, that the Committee may
authorize the creation of trusts or make other arrangements to meet the
Corporation's obligations under the Plan to deliver cash, shares or other
property pursuant to any Award, which trusts or other arrangements shall be
consistent with the "unfunded" status of the Plan unless the Committee
otherwise determines.

         Section 8.5    Employee Status. For purposes of determining questions
of termination and exercise of an Option or Stock Appreciation Right after a
Participant's Termination, a leave of absence for military or government
service, illness, temporary disability or other reasons approved by a duly
authorized officer of the Company shall not be treated as Termination or
interruption of employment or engagement; provided, however, that, with respect
to an Incentive Stock Option, if such leave of absence exceeds 90 days, such
Option shall be deemed a Non-Qualified Stock Option unless the Eligible
Individual's right to reemployment with the Company or a Subsidiary following
such leave of absence is guaranteed by statute or by contract; provided,
however, that no Award may be granted to an employee while he or she is absent
on leave.

         Section 8.6    Tax Withholding. Whenever the Corporation proposes or is
required to distribute Stock under the Plan, the Corporation may require the
recipient to remit to the Corporation an amount sufficient to satisfy any
Federal, state and local tax withholding requirements prior to the delivery of
any certificate for such shares or, in the discretion of the Committee, the
Corporation may withhold from the shares to be delivered shares sufficient to
satisfy all or a portion of such tax withholding requirements. Whenever under
the Plan payments are to be made in cash, such payments may be net of an amount
sufficient to satisfy any Federal, state and local tax withholding
requirements.

         Section 8.7    Benefits. Amounts received under the Plan are not to be
taken into account for purposes of computing benefits under other plans unless
the Corporation determines to do so.

         Section 8.8    Successors and Assigns. The terms of the Plan shall be
binding upon the Corporation and its successors and assigns.

         Section 8.9    Headings. Captions preceding the sections hereof are
inserted solely as a matter of convenience and in no way define or limit the
scope or intent of any provision hereof.

         Section 8.10   Federal and State Laws, Rules and Regulations. The Plan
and the grant of Awards shall be subject to all applicable federal and state
laws, rules and regulations and to such approval by any government or
regulatory agency as may be required.


                                      16