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                                                                 EXHIBIT 4.4

                   FIRST NATIONAL BANKSHARES OF FLORIDA, INC.
                       2003 DIRECTORS' STOCK OPTION PLAN

                                    PURPOSE

The purpose of the First National Bankshares of Florida, Inc. Directors' Stock
Option Plan (the "Plan") is to promote the interests of First National
Bankshares of Florida, Inc. (the "Corporation") and its shareholders by
attracting and retaining experienced and knowledgeable directors and by
aligning their economic interest more closely with those of the Corporation's
shareholders.

                                   SECTION 1
                      EFFECTIVE DATE AND DURATION OF PLAN

The effective date of the Plan shall be November 17, 2003 (the "Effective
Date"), which is the date of adoption of the Plan by the Executive Committee of
the Board of Directors of the Corporation.

                                   SECTION 2
                                 ADMINISTRATION

The Plan shall be administered by the Corporation's Board of Directors and the
Executive Committee of the Corporation's Board of Directors (collectively
hereinafter referred to as "Board"). The Board 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.

Subject to applicable state and federal laws and regulations or rules issued by
the New York Stock Exchange or other national stock exchange on which the
Corporation's stock is listed, the Board may at any time terminate or modify
the Plan. The Board's authority to amend the Plan includes the following: (i) a
material increase in the total number of common shares available for issuance
under the Plan; (ii) a material modification of the eligibility requirements
for participation in the Plan; or (iii) a material increase in the benefits
accorded to participants under the Plan.

                                   SECTION 3
                                  ELIGIBILITY

All current directors of the Corporation are eligible to participate in the
Plan. Future directors of the Corporation will also be eligible to participate
in the Plan.

Subject to the provisions of the Plan, the Board shall have full and final
authority, in its discretion, to grant stock options (with or without stock
appreciation rights) as described herein and to determine the directors to whom
stock options (with or without stock appreciation rights) shall be granted and
the number of shares to be covered by each

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stock option. During the term of the Plan, the Board may issue annual grants of
stock options to non-employee Directors of the Corporation equivalent to the
total cash compensation received by such non-employee Director or which such
non-employee Director would have been entitled to receive from the Corporation
during the prior year as a member of the Corporation's Board of Directors or
any Committee(s) thereof. The Board may issue annual grants of stock options to
employee Directors of the Corporation equivalent to the average total cash
compensation received by non-employee Directors from the Corporation during the
prior year.

                                   SECTION 4
                        SHARES AVAILABLE UNDER THE PLAN

Initially, the aggregate number of shares of the Corporation's common stock
which may be issued or delivered and as to which stock options may be granted
under the Plan is 400,000 shares. To the extent permitted under the terms of
Section 2 of the Plan, the Board may from time to time increase or decrease the
aggregate number of shares reserved for issuance with the grant of options
under the Plan.

If any stock option granted under the Plan is canceled by mutual consent or
terminates or expires for any reason without having been exercised in full, the
number of shares subject to such stock option shall again be available for
purposes of the Plan, except that to the extent that stock appreciation rights
granted in conjunction with a stock option under the Plan are exercised and the
related stock option surrendered, the number of shares available for purposes
of the Plan shall be reduced by the number of shares, if any, of Common Stock
issued or delivered upon exercise of such stock appreciation rights.

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

                                   SECTION 5
             GRANT OF STOCK OPTIONS, STOCK APPRECIATION RIGHTS, AND
                       LIMITED STOCK APPRECIATION RIGHTS

The Board shall have authority, in its discretion, to grant "non-statutory
stock options" (stock options which do not qualify under Section 422 of the
Internal Revenue Code of 1986, as amended). The Board also shall have the
authority, in its discretion, to grant stock appreciation rights in conjunction
with non-statutory stock options with the effect provided in Section 6(D)
hereof. Stock appreciation rights granted in conjunction with a non-statutory
stock option may be granted either at the time such stock option is granted or
at any time thereafter during the term of such stock option. The Board 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 10.


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                                   SECTION 6
                   TERMS AND CONDITIONS OF STOCK OPTIONS AND
                           STOCK APPRECIATION RIGHTS

Stock options and stock appreciation rights granted under the Plan shall be
subject to the following terms and conditions:

(A)      The purchase price at which each stock option may be exercised (the
         "option price") shall be such price as the Board, in its discretion,
         shall determine but shall not be less than one hundred percent (100%)
         of the fair market value per share of Common Stock covered by the
         stock option on the date of grant.

(B)      The option price shall be payable in full in any one or more of the
         following ways:

         (i)      in cash; and/or

         (ii)     in shares of Common Stock (which are owned by the optionee
                  free and clear of all liens and other encumbrances and which
                  are not subject to the restrictions set forth in Section 9)
                  having a fair market value on the date of exercise of the
                  stock option, determined as provided in Section 6(H), equal
                  to the option price for the shares being purchased.

                  If the option price is paid in whole or in part in shares of
                  Common Stock, any portion of the option price representing a
                  fraction of a share shall be paid in cash. The date of
                  exercise of a stock option shall be determined under
                  procedures established by the Board, and the option price
                  shall be payable at such time or times as the Board, in its
                  discretion, shall determine. No shares shall be issued or
                  delivered upon exercise of a stock option until full payment
                  of the option price has been made. When full payment of the
                  option price has been made and subject to the restrictions
                  set forth in Section 9, the optionee 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 Common
                  Stock which may be issued or delivered under the Plan as
                  provided in Section 4; or

         (iii)    by withholding such number of shares of Common 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.

(C)      Subject to Section 11 hereof, no stock option shall be exercisable
         during the first twelve (12) months of its term, except that this
         limitation on exercise shall not apply if the optionee dies during
         such twelve (12) month period. No non-statutory stock option shall be
         exercisable after the expiration of ten (10) years from the date of
         grant. Subject to this Section 6(C) and Sections 6(F), 6(G) and


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         6(H), stock options may be exercised at such times, in such amounts
         and subject to such restrictions as shall be determined, in its
         discretion, by the Board.

(D)      Stock appreciation rights shall be exercisable to the extent that the
         related stock option is exercisable and only by the same person or
         persons who are entitled to exercise the related stock option. Stock
         appreciation rights shall entitle the optionee to surrender the
         related stock option, or any portion thereof, and to receive from the
         Corporation in exchange therefor that number of shares of Common Stock
         having an aggregate fair market value equal to the excess of the fair
         market value of one share of Common Stock on such date of exercise
         over the option price per share, multiplied by the number of shares
         covered by the stock option, or portion thereof, which is surrendered.
         Cash shall be paid in lieu of any fractional shares. The Board 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, except that the Corporation shall not pay to any
         person who is subject to the provisions of Section 16 of the Exchange
         Act at the time of exercise of stock appreciation rights any portion
         of the obligation of the Corporation in cash (except cash in lieu of a
         fractional share) unless such stock appreciation rights are exercised
         in a period during which such person is not prohibited from trading
         Corporation stock by the rules and regulations promulgated under
         Section 16 of the Exchange Act by the Securities and Exchange
         Commission. The date of exercise of stock appreciation rights shall be
         determined under procedures established by the Board, and payment
         under this Section 6(D) shall be made by the Corporation as soon as
         practicable after the date of exercise. To the extent that a stock
         option as to which stock appreciation rights have been granted in
         conjunction therewith is exercised, the stock appreciation rights
         shall be canceled. For the purposes of this Section 6(D), the fair
         market value of Common Stock shall be determined as provided in
         Section 6(H).

(E)      No stock option or stock appreciation rights shall be transferable by
         an optionee other than by will, or if an optionee dies intestate, by
         the laws of descent and distribution of the state of domicile of the
         optionee at the time of death, and all stock options and stock
         appreciation rights shall be exercisable during the lifetime of an
         optionee only by the optionee.

(F)      Unless otherwise determined by the Board and set forth in the stock
         option agreement referred to in Section 6(G) or an amendment thereto:

         (i)      Following the death of an optionee during his or her tenure
                  as a director of the Corporation, any outstanding stock
                  option held by the optionee at the time of death shall be
                  exercisable in full (whether or not so exercisable on the
                  date of the death of the optionee) by such optionee's estate
                  or by the person or persons entitled to do so under the will
                  of the optionee, or, if the optionee shall fail to make
                  testamentary disposition of the stock option or shall die
                  intestate, by the legal representative of the optionee, at
                  any time


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                  prior to the expiration date of such stock option or within
                  one (1) year after the date of death, whichever is the
                  shorter period. Following the death of an optionee after his
                  or her resignation or retirement from the Corporation's Board
                  of Directors, but during a period when a stock option is
                  exercisable in full (whether or not so exercisable on the
                  date of the death of the optionee) as provided in clause (i)
                  above, any outstanding stock option held by the optionee at
                  the time of death shall be exercisable by such optionee's
                  estate or by such person or persons entitled to do so under
                  the Will of the optionee or by such legal representative to
                  the extent the stock option was exercisable by the optionee
                  at the time of death at any time prior to the expiration date
                  of such stock option.

         (ii)     In the event a director resigns from the Board or is
                  terminated from the Board as a result of intentional,
                  willful, reckless or grossly negligent conduct of the
                  director entailing a substantial violation of any material
                  provisions of federal or state laws, rules, regulations, or
                  orders or directives of any governmental agency applicable to
                  the Corporation or its affiliates, or Corporation policy or
                  agreement with the Corporation, the rights of such optionee
                  under any then outstanding stock option shall terminate at
                  the time of the director's resignation or termination. In
                  addition, if an optionee engages in the operation or
                  management of a business, whether as owner, partner, officer,
                  director, consultant, advisor or agent (whether paid or
                  unpaid) or otherwise and whether during or after the
                  director's resignation from the Corporation's Board, which is
                  in competition with the Corporation or any of its
                  Subsidiaries, the Board may in its discretion immediately
                  terminate all stock options held by the optionee. Whether an
                  optionee has engaged in the operation or management of a
                  business which is in competition with the Corporation or any
                  of its Subsidiaries shall be determined in each case by a
                  majority vote of the Board and any such determination by the
                  Board shall be final and binding.

(G)      All stock options and stock appreciation rights shall be confirmed by
         a stock option agreement, or an amendment thereto, which shall be
         executed by the Chief Executive Officer or the President (if other
         than the Chief Executive Officer) or any Executive Vice President or
         Vice President on behalf of the Corporation and by the director to
         whom such stock options and stock appreciation rights are granted.

(H)      Fair market value of the Common Stock,

         (i)      so long as the Common Stock trades on the New York Stock
                  Exchange, the "fair market value" of such stock shall be the
                  closing sale price per share of the Common Stock on the New
                  York Stock Exchange on the trade date immediately preceding
                  the date as of which "fair market value"


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                  is to be determined or other reasonable method or formula as
                  may be determined by the Board in its discretion; or

         (ii)     in the event the Common Stock ceases to be traded on the New
                  York Stock Exchange and is traded on another exchange, the
                  "fair market value" of such stock shall be as set forth in
                  such reliable publication as the Board, in its discretion,
                  may choose to rely upon, by taking the closing sale price per
                  share of the Common Stock on such exchange on the nearest
                  date before the date as of which fair market value is to be
                  determined or by such other reasonable method or formula as
                  may be determined by the Board in its discretion.

(I)      The obligation of the Corporation to issue or deliver shares of Common
         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, and (ii) all other applicable laws,
         regulations, rules and orders which may then be in effect.

         Subject to the foregoing provisions of this Section 6 and the other
         provisions of the Plan, any stock option or stock appreciation rights
         granted under the Plan shall be subject to such other terms and
         conditions as the Board shall deem advisable.

                                   SECTION 7
                                 RELOAD OPTIONS

(A)      AUTHORIZATION OF RELOAD OPTIONS. Concurrently with the award of any
         stock option under this Plan (such option is hereinafter referred to
         as the "Underlying Option"), to any participant in the Plan, the Board
         may grant a reload option (the "Reload Option") to such participant
         pursuant to which the participant shall be entitled to purchase, as
         provided in Section 6(B), a number of shares of Common Stock as
         specified below. A Reload Option shall be exercisable for a number of
         shares of Common Stock equal to (a) the number of shares delivered by
         the participant to the Corporation to exercise the Underlying Option
         pursuant to Section 5(b)(ii) or (iii) and (b) to the extent authorized
         by the Board, 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 Common Stock under the Plan at the
         time of such exercise. The grant of a Reload Option shall become
         effective upon the exercise of the Underlying Option by delivering to
         the Corporation shares held by the participant pursuant to Section
         5(b)(ii) or (iii). Reload Options are not intended to qualify as
         "incentive stock options" under Section 422 of the Code.

(B)      RELOAD OPTION AMENDMENT. Each stock option agreement in connection
         with an option granted under the Plan shall state whether the Board
         has authorized Reload Options with respect to the Underlying Option
         covered by such


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         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.

(C)      TERMS OF RELOAD OPTION.

         (i)      The option price per share for a Reload Option shall be the
                  fair market value per share of the Common Stock on the date
                  the grant of the Reload Option becomes effective.

         (ii)     Each Reload Option shall be fully exercisable subject to such
                  limitations on exercisability, if any, as may be imposed by
                  the Board 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.

         (iii)    No Reload Option granted to a participant shall become
                  effective when options are exercised by such participant (or
                  by such participant's estate or personal representative)
                  pursuant to the terms of the Plan following termination of
                  the participant's tenure as a director of the Corporation.

         (iv)     Except as otherwise provided in this Section 7, the
                  provisions of Section 6 of the Plan applicable to stock
                  options shall apply equally to Reload Options.

                                   SECTION 8
                     ADJUSTMENT AND SUBSTITUTION OF SHARES

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


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In the case of any adjustment or substitution as provided for in this Section
8, the aggregate option price for all shares subject to each then outstanding
stock 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.

All fractional shares or other securities which result from any such adjustment
or substitution shall be carried to at least three decimal places with the last
decimal place, rounded. However, upon exercise of stock options, no adjustment
or substitution provided for in this Section 8 shall require the Corporation to
issue or sell a fraction of a share or other security.

                                   SECTION 9
                   RESTRICTIONS ON TRANSFER OF CERTAIN SHARES

Shares of Common Stock acquired by a director of the Corporation under exercise
of an option pursuant to Section 6(B) shall not be sold or otherwise
transferred (including any sale or transfer pursuant to Section 6(B)(iii))
prior to (i) the expiration of six months after the date of the grant of the
option to the optionee; or (ii) any lesser period of time permitted by the
Securities and Exchange Commission pursuant to Section 16b of the Securities
Exchange Act of 1934, whichever may first occur. The Corporation is authorized
to (i) retain the certificate(s) representing such shares or place such
certificates in the custody of its transfer agent, (ii) place a restrictive
legend on such shares, and/or (iii) issue a stop transfer order to the transfer
agent with respect to such shares in order to enforce the transfer restrictions
of this Section 9.

                                   SECTION 10
                       LIMITED STOCK APPRECIATION RIGHTS

Limited stock appreciation rights may be granted in connection with all or part
of a non- statutory option, at the time such option is granted or at any time
thereafter during the term of the 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 stock
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 10. 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 Board.


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(A)      Limited stock appreciation rights shall be exercisable, subject to
         Section 10(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 Common 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 Common 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;

         (iv)     for a period of 60 days beginning on the date of the
                  Corporation's Annual Meeting of Shareholders, during any
                  period of two consecutive years, when individuals who at the
                  beginning of such period constitute the Board of Directors 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


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                  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 Directors 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 Directors 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.

(B)      Subject to Section 11 hereof, 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.

(C)      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 Common 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, and for this purpose fair market value shall mean
         the highest sale price of the Common Stock as reported on the New York
         Stock Exchange or other national stock exchange on which the
         Corporation's Common Stock is listed or the highest stock price for
         Corporation Common Stock as set forth in such reliable publication as
         the Board, in its discretion, may choose to rely upon during the
         period beginning on the 90th day prior to the date on which the
         limited stock appreciation rights are exercised and ending on such
         date, except that (a) in the event of a tender offer or exchange offer
         for Common Stock, fair market value shall mean the greater of the
         highest sale price or highest price paid for Common Stock pursuant to
         any tender offer or exchange offer in effect at any time beginning on
         the 90th day prior to the date on which the limited stock appreciation
         rights are exercised and ending on such date, (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, fair market value shall mean the greater
         of such highest sale price or the highest price paid per share paid
         for Common Stock shown on the Statement on Schedule 13D, or any
         amendment thereto, filed by the person or group becoming a 10%
         beneficial


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         owner or disclosing an intention or possible intention to acquire
         control of the Corporation and (c) in the event of approval by
         shareholders of the Corporation of a reorganization agreement, fair
         market value shall mean the greater of the highest sale price, highest
         price paid or 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 paid for Common
         Stock in a tender offer or exchange offer or under an approved
         reorganization agreement shall be valued at the higher of (a) 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
         and (b) the valuation placed on such securities or property by the
         Board.

(D)      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 rightsshall 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.

                                   SECTION 11
               ACCELERATION OF THE EXERCISE DATE OF STOCK OPTIONS
                     AND RELATED STOCK APPRECIATION RIGHTS

Notwithstanding any other provision of this Plan, all stock options and stock
appreciation rights shall become exercisable upon the occurrence of any of the
events specified in Section 10(A) whether or not such options are then
exercisable under the provisions of the applicable agreements relating thereto,
except that if stock appreciation rights have been granted along with limited
stock appreciation rights to the same option holder with respect to the same
option, in no event may the stock appreciation rights be exercised for cash
during any of the 60-day periods provided for in Section 10.

                                   SECTION 12
             EFFECT OF THE PLAN ON POOLING ACCOUNTING REQUIREMENTS

It is intended that the Plan be administered and that shares of Common Stock
acquired upon exercise of stock options under the Plan comply with the
requirements of generally accepted accounting principles (including
pronouncements by the Financial Accounting Standards Board) relating to
accounting for certain mergers and business combinations to which the
Corporation or one or more of its subsidiaries may be parties on a pooling


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of interests basis. Each stock option agreement relating to the grant of stock
options under the Plan may contain terms and provisions designed to ensure such
compliance.

                                   SECTION 13
         EFFECT OF THE PLAN ON THE RIGHTS OF DIRECTORS AND CORPORATION

Neither the adoption of the Plan nor any action of the Board pursuant to the
Plan shall be deemed to give any director any right to be granted a stock
option (with or without stock appreciation rights) under the Plan and nothing
in the Plan, in any stock option or stock appreciation rights granted under the
Plan or in any stock option agreement shall confer any right to any director to
continue as a director of the Corporation or interfere in any way with the
rights of the Corporation to remove the director from the Company's Board of
Directors in accordance with the Corporation's Articles of Incorporation and
Bylaws at any time.


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