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                                                                    EXHIBIT 10.2

                           AMERICAN HEALTHCORP, INC.

                           1996 STOCK INCENTIVE PLAN


SECTION 1. Purpose; Definitions.

         The purpose of the American Healthcorp, Inc. 1996 Stock Incentive Plan
(the "Plan") is to enable American Healthcorp, Inc. (the "Corporation") to
attract, retain and reward key employees of and consultants to the Corporation
and its Subsidiaries and Affiliates, and directors who are not also employees
of the Corporation, and strengthen the mutuality of interests between such key
employees, consultants and directors by awarding such key employees,
consultants and directors performance-based stock incentives and/or other
equity interests or equity-based incentives in the Corporation, as well as
performance-based incentives payable in cash. The creation of the Plan shall
not diminish or prejudice other compensation programs approved from time to
time by the Board.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         A.       "Affiliate" means any entity other than the Corporation and
its Subsidiaries that is designated by the Board as a participating employer
under the Plan, provided that the Corporation directly or indirectly owns at
least 20% of the combined voting power of all classes of stock of such entity
or at least 20% of the ownership interests in such entity.

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

         C.       "Common Stock" means the Corporation's Common Stock, par
value $.001 per share.

         D.       "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor thereto.

         E.       "Committee" means the Committee referred to in Section 2 of
the Plan.

         F.       "Corporation" means American Healthcorp, Inc., a corporation
organized under the laws of the State of Delaware or any successor corporation.

         G.       "Disability" means disability as determined under the
Corporation's long-term disability insurance policy.

         H.       "Disinterested Person" shall have the meaning set forth in
Rule 16b-3(c)(2)(i) as promulgated by the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended, or any
successor definition adopted by the Commission.

         I.       "Early Retirement" means retirement, for purposes of this
Plan with the express consent of the Corporation at or before the time of such
retirement, from active employment with the Corporation and any Subsidiary or
Affiliate prior to age 65, in accordance with any applicable early retirement
policy of the Corporation then in effect or as may be approved by the
Committee.

         J.       "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

         K.       "Fair Market Value" means with respect to the Stock, as of
any given date or dates, unless otherwise determined by the Committee in good
faith, the reported closing price of a share of such class of Stock on
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The Nasdaq Stock Market ("Nasdaq Stock Market") or such other exchange or
market as is the principal trading market for such class of Stock, or, if no
such sale of a share of such class of Stock is reported on the Nasdaq Stock
Market or other exchange or principal trading market on such date, the fair
market value of a share of such class of Stock as determined by the Committee
in good faith.

         L.       "Incentive Stock Option" means any Stock Option intended to
be and designated as an "Incentive Stock Option" within the meaning of Section
422 of the Code.

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

         N.       "Normal Retirement" means retirement from active employment
with the Corporation and any Subsidiary or Affiliate on or after age 65.

         O.       "Other Stock-Based Award" means an award under Section 8
below that is valued in whole or in part by reference to, or is otherwise based
on, Stock.

         P.       "Outside Director" means a member of the Board who is not an
officer or employee of the Corporation or any Subsidiary or Affiliate of the
Corporation.

         Q.       "Outside Director Restricted Stock" shall have the meaning
provided in Section 9.

         R.       "Plan" means this American Healthcorp, Inc. 1996 Stock
Incentive Plan, as amended from time to time.

         S.       "Restricted Stock" means an award of shares of Stock that is
subject to restrictions under Section 7 below.

         T.       "Restriction Period" shall have the meaning provided in
Section 7.

         U.       "Retirement" means Normal or Early Retirement.

         V.       "Stock" means the Common Stock.

         W.       "Stock Appreciation Right" means the right pursuant to an
award granted under Section 6 below to surrender to the Corporation all (or a
portion) of a Stock Option in exchange for an amount equal to the difference
between (i) the Fair Market Value, as of the date such Stock Option (or such
portion thereof) is surrendered, of the shares of Stock covered by such Stock
Option (or such portion thereof), subject, where applicable, to the pricing
provisions in Section 6(b)(ii), and (ii) the aggregate exercise price of such
Stock Option (or such portion thereof).

         X.       "Stock Option" or "Option" means any option to purchase
shares of Stock (including Restricted Stock, if the Committee so determines)
granted pursuant to Section 5 below.

         Y.       "Subsidiary" means any corporation (other than the
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 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.

         In addition, the terms "Change in Control," "Potential Change in
Control" and "Change in Control Price" shall have the meanings set forth,
respectively in Sections 10(b), (c) and (d) below and the term "Cause" shall
have the meaning set forth in Section 5(j) below.


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SECTION 2. Administration.

         The Plan shall be administered by a Committee of not less than two
Disinterested Persons, who shall be appointed by the Board and who shall serve
at the pleasure of the Board. The functions of the Committee specified in the
Plan may be exercised by an existing Committee of the Board composed
exclusively of Disinterested Persons. The initial Committee shall be the
Compensation Committee of the Board.

         The Committee shall have authority to grant, pursuant to the terms of
the Plan, to officers, other key employees and consultants eligible under
Section 4: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted
Stock, and/or (iv) Other Stock-Based Awards.

         In particular, the Committee shall have the authority, consistent with
the terms of the Plan:

                  (a) to select the officers and other key employees of and
         consultants to the Corporation and its Subsidiaries and Affiliates to
         whom Stock Options, Stock Appreciation Rights, Restricted Stock,
         and/or Other Stock-Based Awards may from time to time be granted
         hereunder;

                  (b) to determine whether and to what extent Incentive Stock
         Options, Non-Qualified Stock Options, Stock Appreciation Rights,
         Restricted Stock, and/or Other Stock-Based Awards, or any combination
         thereof, are to be granted hereunder to one or more eligible
         employees;

                  (c) to determine the number of shares to be covered by each
         such award granted hereunder;

                  (d) to determine the terms and conditions, not inconsistent
         with the terms of the Plan, of any award granted hereunder (including,
         but not limited to, the share price and any restriction or limitation,
         or any vesting acceleration or waiver of forfeiture restrictions
         regarding any Stock Option or other award and/or the shares of Stock
         relating thereto, based in each case on such factors as the Committee
         shall determine, in its sole discretion); and to amend or waive any
         such terms and conditions to the extent permitted by Section 11
         hereof;

                  (e) to determine whether and under what circumstances a Stock
         Option may be settled in cash or Restricted Stock under Section 5(m)
         or (n), as applicable, instead of Stock;

                  (f) to determine whether, to what extent and under what
         circumstances Option grants and/or other awards under the Plan are to
         be made, and operate, on a tandem basis vis-a-vis other awards under
         the Plan and/or cash awards made outside of the Plan;

                  (g) to determine whether, to what extent and under what
         circumstances Stock and other amounts payable with respect to an award
         under this Plan shall be deferred either automatically or at the
         election of the participant (including providing for and determining
         the amount (if any) of any deemed earnings on any deferred amount
         during any deferral period); and

                  (h) to determine whether to require payment withholding
         requirements in shares of Stock.

         The Committee shall have the authority to adopt, alter and repeal such
rules, guidelines and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.

         All decisions made by the Committee pursuant to the provisions of the
Plan shall be made in the Committee's sole discretion and shall be final and
binding on all persons, including the Corporation and Plan participants.


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         Notwithstanding the foregoing, the Committee shall have no authority
to determine the terms or conditions of awards to Outside Directors, which
shall be governed solely by Section 9 hereof.

SECTION 3. Shares of Stock Subject to Plan.

         The aggregate number of shares of Stock reserved and available for
distribution under the Plan shall not exceed 1,980,000 shares, which includes
50,000 shares reserved for issuance pursuant to Section 9 hereof. Any number of
shares of Stock may be awarded so long as the total shares of Stock awarded
does not exceed 1,980,000 shares. Such shares of Common Stock may consist, in
whole or in part, of authorized and unissued shares or treasury shares.

         If any shares of Stock that have been optioned cease to be subject to
a Stock Option, or if any shares of Stock that are subject to any Restricted
Stock or Other Stock-Based Award granted hereunder are forfeited prior to the
payment of any dividends, if applicable, with respect to such shares of Stock,
or any such award otherwise terminates without a payment being made to the
participant in the form of Stock, such shares shall again be available for
distribution in connection with future awards under the Plan.

         In the event of any merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, Stock dividend, Stock split or
other change in corporate structure affecting the Stock, an appropriate
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Options granted under the Plan, and in the number of
shares subject to other outstanding awards granted under the Plan as may be
determined to be appropriate by the Committee, in its sole discretion, provided
that the number of shares subject to any award shall always be a whole number.
Such adjusted option price shall also be used to determine the amount payable
by the Corporation upon the exercise of any Stock Appreciation Right associated
with any Stock Option. The maximum number of shares that may be awarded to any
participant under Section 4 of this Plan will be adjusted in the same manner as
the number of shares subject to outstanding Options.

SECTION 4. Eligibility.

         Officers and other key employees of and consultants to the Corporation
and its Subsidiaries and Affiliates (but excluding members of the Committee and
any person who serves only as a director, except as otherwise provided in
Section 9) who are responsible for or contribute to the management, growth
and/or profitability of the business of the Corporation and/or its Subsidiaries
and Affiliates are eligible to be granted awards under the Plan. No officer or
key employee shall be eligible to receive awards relative to shares of Stock
which exceed 150,000 shares during any year.


SECTION 5. Stock Options.

         Stock Options may be granted alone, in addition to or in tandem with
other awards granted under the Plan and/or cash awards made outside of the
Plan. Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

         Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options. Incentive Stock
Options may be granted only to individuals who are employees of the Corporation
or any Subsidiary of the Corporation.

         The Committee shall have the authority to grant to any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock
Options (in each case with or without Stock Appreciation Rights).


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         Options granted to officers, key employees and consultants under the
Plan shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Committee shall deem desirable.

                  (a)      Option Price. The option price per share of Stock
         purchasable under a Stock Option shall be determined by the Committee
         at the time of grant but shall be not less than 100% (or, in the case
         of any employee who owns stock possessing more than 10% of the total
         combined voting power of all classes of stock of the Corporation or of
         any of its Subsidiaries, not less than 110%) of the Fair Market Value
         of the Stock at grant, in the case of Incentive Stock Options, and not
         less than 50% of the Fair Market Value of the Stock at grant, in the
         case of Non-Qualified Stock Options.

                  (b)      Option Term. The term of each Stock Option shall be
         fixed by the Committee, but no Incentive Stock Option shall be
         exercisable more than ten years (or, in the case of an employee who
         owns stock possessing more than 10% of the total combined voting power
         of all classes of stock of the Corporation or any of its Subsidiaries
         or parent corporations, more than five years) after the date the
         Option is granted.

                  (c)      Exercisability. Stock Options shall be exercisable
         at such time or times and subject to such terms and conditions as
         shall be determined by the Committee at or after grant; provided,
         however, that except as provided in Section 5(g) and (h) and Section
         10, unless otherwise determined by the Committee at or after grant, no
         Stock Option shall be exercisable prior to the first anniversary date
         of the granting of the Option. The Committee may provide that a Stock
         Option shall vest over a period of future service at a rate specified
         at the time of grant, or that the Stock Option is exercisable only in
         installments. If the Committee provides, in its sole discretion, that
         any Stock Option is exercisable only in installments, the Committee
         may waive such installment exercise provisions at any time at or after
         grant in whole or in part, based on such factors as the Committee
         shall determine, in its sole discretion. The Committee may establish
         performance conditions or other conditions to the exercisability of
         any Stock Options, as determined by the Committee in its sole
         discretion, which conditions may be waived by the Committee in its
         sole discretion.

                  (d)      Method of Exercise. Subject to whatever installment
         exercise restrictions apply under Section 5(c), Stock Options may be
         exercised in whole or in part at any time during the option period, by
         giving written notice of exercise to the Corporation specifying the
         number of shares to be purchased.

                  Such notice shall be accompanied by payment in full of the
         purchase price, either by check, note or such other instrument as the
         Committee may accept. As determined by the Committee, in its sole
         discretion, at or (except in the case of an Incentive Stock Option)
         after grant, payment in full or in part may also be made in the form
         of unrestricted Stock already owned by the optionee or, in the case of
         the exercise of a Non-Qualified Stock Option or Restricted Stock,
         subject to an award hereunder (valued at the Fair Market Value of the
         Stock on the date the option is exercised, as determined by the
         Committee). If payment of the exercise price is made in part or in
         full with Stock, the Committee may award to the employee a new Stock
         Option to replace the Stock which was surrendered.

                  If payment of the option exercise price of a Non-Qualified
         Stock Option is made in whole or in part in the form of Restricted
         Stock, such Restricted Stock (and any replacement shares relating
         thereto) shall remain (or be) restricted in accordance with the
         original terms of the Restricted Stock award in question, and any
         additional Stock received upon the exercise shall be subject to the
         same forfeiture restrictions, unless otherwise determined by the
         Committee, in its sole discretion, at or after grant.

                  No shares of Stock shall be issued until full payment
         therefor has been made. An optionee shall generally have the rights to
         dividends or other rights of a stockholder with respect to shares
         subject to the


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         Option when the optionee has given written notice of exercise, has
         paid in full for such shares, and, if requested, has given the
         representation described in Section 13(a).

                  (e)      Non-Transferability of Options. No Stock Option
         shall be transferable by the optionee otherwise than by will or by the
         laws of descent and distribution, and all Stock Options shall be
         exercisable, during the optionee's lifetime, only by the optionee.

                  (f)      Bonus for Taxes. In the case of a Non-Qualified
         Stock Option, the Committee in its discretion may award at the time of
         grant or thereafter the right to receive upon exercise of such Stock
         Option a cash bonus calculated to pay part or all of the federal and
         state, if any, income tax incurred by the optionee upon such exercise.

                  (g)      Termination by Death. Subject to Section 5(k), if an
         optionee's employment by the Corporation and any Subsidiary or (except
         in the case of an Incentive Stock Option) Affiliate terminates by
         reason of death, any Stock Option held by such optionee may thereafter
         be exercised, to the extent such option was exercisable at the time of
         death or (except in the case of an Incentive Stock Option) on such
         accelerated basis as the Committee may determine at or after grant (or
         except in the case of an Incentive Stock Option, as may be determined
         in accordance with procedures established by the Committee) by the
         legal representative of the estate or by the legatee of the optionee
         under the will of the optionee, for a period of one year (or such
         other period as the Committee may specify at or after grant) from the
         date of such death or until the expiration of the stated term of such
         Stock Option, whichever period is the shorter.

                  (h)      Termination by Reason of Disability. Subject to
         Section 5(k), if an optionee's employment by the Corporation and any
         Subsidiary or (except in the case of an Incentive Stock Option)
         Affiliate terminates by reason of Disability, any Stock Option held by
         such optionee may thereafter be exercised by the optionee, to the
         extent it was exercisable at the time of termination or (except in the
         case of an Incentive Stock Option) on such accelerated basis as the
         Committee may determine at or after grant (or, except in the case of
         an Incentive Stock Option, as may be determined in accordance with
         procedures established by the Committee), for a period of (i) three
         years (or such other period as the Committee may specify at or after
         grant) from the date of such termination of employment or until the
         expiration of the stated term of such Stock Option, whichever period
         is the shorter, in the case of a Non-Qualified Stock Option and (ii)
         one year from the date of termination of employment or until the
         expiration of the stated term of such Stock Option, whichever period
         is shorter, in the case of an Incentive Stock Option; provided
         however, that, if the optionee dies within the period specified in (i)
         above (or other such period as the committee shall specify at or after
         grant), any unexercised Non-Qualified Stock Option held by such
         optionee shall thereafter be exercisable to the extent to which it was
         exercisable at the time of death for a period of twelve months from
         the date of such death or until the expiration of the stated term of
         such Stock Option, whichever period is shorter. In the event of
         termination of employment by reason of Disability, if an Incentive
         Stock Option is exercised after the expiration of the exercise period
         applicable to Incentive Stock Options, but before the expiration of
         any period that would apply if such Stock Option were a Non-Qualified
         Stock Option, such Stock Option will thereafter be treated as a
         Non-Qualified Stock Option.

                  (i)      Termination by Reason of Retirement. Subject to
         Section 5(k), if an optionee's employment by the Corporation and any
         Subsidiary or (except in the case of an Incentive Stock Option)
         Affiliate terminates by reason of Normal or Early Retirement, any
         Stock Option held by such optionee may thereafter be exercised by the
         optionee, to the extent it was exercisable at the time of such
         Retirement or (except in the case of an Incentive Stock Option) on
         such accelerated basis as the Committee may determine at or after
         grant (or, except in the case of an Incentive Stock Option, as may be
         determined in accordance with procedures established by the
         Committee), for a period of (i) three years (or such other period as
         the Committee may specify at or after grant) from the date of such
         termination of employment or the


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         expiration of the stated term of such Stock Option, whichever period
         is the shorter, in the case of a Non-Qualified Stock Option and (ii)
         three months from the date of such termination of employment or the
         expiration of the stated term of such Stock Option, whichever period
         is the shorter, in the event of an Incentive Stock Option; provided
         however, that, if the optionee dies within the period specified in (i)
         above (or other such period as the Committee shall specify at or after
         grant), any unexercised Non-Qualified Stock Option held by such
         optionee shall thereafter be exercisable to the extent to which it was
         exercisable at the time of death for a period of twelve months from
         the date of such death or until the expiration of the stated term of
         such Stock Option, whichever period is shorter. In the event of
         termination of employment by reason of Retirement, if an Incentive
         Stock Option is exercised after the expiration of the exercise period
         applicable to Incentive Stock Options, but before the expiration of
         the period that would apply if such Stock Option were a Non-Qualified
         Stock Option, the option will thereafter be treated as a Non-Qualified
         Stock Option.

                  (j)      Other Termination. Subject to Section 5(k), unless
         otherwise determined by the Committee (or pursuant to procedures
         established by the Committee) at or (except in the case of an
         Incentive Stock Option) after grant, if an optionee's employment by
         the Corporation and any Subsidiary or (except in the case of an
         Incentive Stock Option) Affiliate is involuntarily terminated for any
         reason other than death, Disability or Normal or Early Retirement, the
         Stock Option shall thereupon terminate, except that such Stock Option
         may be exercised, to the extent otherwise then exercisable, for the
         lesser of three months or the balance of such Stock Option's term if
         the involuntary termination is without Cause. For purposes of this
         Plan, "Cause" means (i) a felony conviction of a participant or the
         failure of a participant to contest prosecution for a felony, or (ii)
         a participant's willful misconduct or dishonesty, which is directly
         and materially harmful to the business or reputation of the
         Corporation or any Subsidiary or Affiliate. If an optionee voluntarily
         terminates employment with the Corporation and any Subsidiary or
         (except in the case of an Incentive Stock Option) Affiliate (except
         for Disability, Normal or Early Retirement), the Stock Option shall
         thereupon terminate; provided, however, that the Committee at grant or
         (except in the case of an Incentive Stock Option) thereafter may
         extend the exercise period in this situation for the lesser of three
         months or the balance of such Stock Option's term.

                  (k)      Incentive Stock Options. Anything in the Plan to the
         contrary notwithstanding, no term of this Plan relating to Incentive
         Stock Options shall be interpreted, amended or altered, nor shall any
         discretion or authority granted under the Plan be so exercised, so as
         to disqualify the Plan under Section 422 of the Code, or, without the
         consent of the optionee(s) affected, to disqualify any Incentive Stock
         Option under such Section 422.

                  No Incentive Stock Option shall be granted to any participant
         under the Plan if such grant would cause the aggregate Fair Market
         Value (as of the date the Incentive Stock Option is granted) of the
         Stock with respect to which all Incentive Stock Options issued after
         December 31, 1986 are exercisable for the first time by such
         participant during any calendar year (under all such plans of the
         Company and any Subsidiary) to exceed $100,000.

                  To the extent permitted under Section 422 of the Code or the
         applicable regulations thereunder or any applicable Internal Revenue
         Service pronouncement:

                               (i) if (x) a participant's employment is
                  terminated by reason of death, Disability or Retirement and
                  (y) the portion of any Incentive Stock Option that is
                  otherwise exercisable during the post-termination period
                  specified under Section 5(g), (h) or (i), applied without
                  regard to the $100,000 limitation contained in Section 422(d)
                  of the Code, is greater than the portion of such Option that
                  is immediately exercisable as an "Incentive Stock Option"
                  during such post-termination period under Section 422, such
                  excess shall be treated as a Non-Qualified Stock Option; and

                               (ii) if the exercise of an Incentive Stock
                  Option is accelerated by reason of a Change in Control, any
                  portion of such Option that is not exercisable as an
                  Incentive Stock Option by


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                  reason of the $100,000 limitation contained in Section 422(d)
                  of the Code shall be treated as a Non-Qualified Stock Option.

                  (l)      Buyout Provisions. The Committee may at any time
         offer to buy out for a payment in cash, Stock or Restricted Stock an
         Option previously granted, based on such terms and conditions as the
         Committee shall establish and communicate to the optionee at the time
         that such offer is made.

                  (m)      Settlement Provisions. If the option agreement so
         provides at grant or (except in the case of an Incentive Stock Option)
         is amended after grant and prior to exercise to so provide (with the
         optionee's consent), the Committee may require that all or part of the
         shares to be issued with respect to the spread value of an exercised
         Option take the form of Restricted Stock, which shall be valued on the
         date of exercise on the basis of the Fair Market Value (as determined
         by the Committee) of such Restricted Stock determined without regards
         to the forfeiture restrictions involved.

                  (n)      Performance and Other Conditions. The Committee may
         condition the exercise of any Option upon the attainment of specified
         performance goals or other factors as the Committee may determine, in
         its sole discretion. Unless specifically provided in the option
         agreement, any such conditional Option shall vest immediately prior to
         its expiration if the conditions to exercise have not theretofore been
         satisfied. The shares of Common Stock acquired pursuant to any
         conditional Option shall not be transferable by an Optionee subject to
         Section 16(a) of the Exchange Act within six months of the date such
         Option first becomes exercisable.

SECTION 6. Stock Appreciation Rights.

         (a)      Grant and Exercise. Stock Appreciation Rights may be granted
in conjunction with all or part of any Stock Option granted under the Plan. In
the case of a Non-Qualified Stock Option, such rights may be granted either at
or after the time of the grant of such Stock Option. In the case of an
Incentive Stock Option, such rights may be granted only at the time of the
grant of such Stock Option.

         A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, subject to such
provisions as the Committee may specify at grant where a Stock Appreciation
Right is granted with respect to less than the full number of shares covered by
a related Stock Option.

         A Stock Appreciation Right may be exercised by an optionee, subject to
Section 6(b), in accordance with the procedures established by the Committee
for such purpose. Upon such exercise, the optionee shall be entitled to receive
an amount determined in the manner prescribed in Section 6(b). Stock Options
relating to exercised Stock Appreciation Rights shall no longer be exercisable
to the extent that the related Stock Appreciation Rights have been exercised.

         (b)      Terms and Conditions. Stock Appreciation Rights shall be
subject to such terms and conditions, not inconsistent with the provisions of
the Plan, as shall be determined from time to time by the Committee, including
the following:

                  (i)      Stock Appreciation Rights shall be exercisable only
         at such time or times and to the extent that the Stock Options to
         which they relate shall be exercisable in accordance with the
         provisions of Section 5 and this Section 6 of the Plan; provided,
         however, that any Stock Appreciation Right granted to an optionee
         subject to Section 16(a) of the Exchange Act subsequent to the grant
         of the related Stock Option shall not be exercisable during the first
         six months of its term. The exercise of Stock Appreciation Rights held
         by optionees who are subject to Section 16(a) of the Exchange Act
         shall comply with Rule 16b-3(e) thereunder, to the extent applicable.
         In particular, such Stock Appreciation Rights shall be


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         exercisable only pursuant to an irrevocable election made at least six
         months prior to the date of exercise or within the applicable ten
         business day "window" periods specified in Rule 16b-3(e)(3).

                  (ii)     Upon the exercise of a Stock Appreciation Right, an
         optionee shall be entitled to receive an amount in cash and/or shares
         of Stock equal in value to the excess of the Fair Market Value of one
         share of Stock over the option price per share specified in the
         related Stock Option multiplied by the number of shares in respect of
         which the Stock Appreciation Right shall have been exercised, with the
         Committee having the right to determine the form of payment. When
         payment is to be made in shares, the number of shares to be paid shall
         be calculated on the basis of the Fair Market Value of the shares on
         the date of exercise. When payment is to be made in cash, such amount
         shall be calculated on the basis of the average of the highest and
         lowest quoted selling price, regular way, of the Stock on the Nasdaq
         Stock Market or such other exchange or market as is the principal
         trading market for the Stock, or, if no such sale of Stock is reported
         on such date, the fair market value of the Stock as determined by the
         Committee in good faith.

                  (iii)    Stock Appreciation Rights shall be transferable only
         when and to the extent that the underlying Stock Option would be
         transferable under Section 5(e) of the Plan.

                  (iv)     Upon the exercise of a Stock Appreciation Right, the
         Stock Option or part thereof to which such Stock Appreciation Right is
         related shall be deemed to have been exercised for the purpose of the
         limitation set forth in Section 3 of the Plan on the number of shares
         of Stock to be issued under the Plan.

                  (v)      The Committee, in its sole discretion, may also
         provide that, in the event of a Change in Control and/or a Potential
         Change in Control, the amount to be paid upon the exercise of a Stock
         Appreciation Right shall be based on the Change in Control Price,
         subject to such terms and conditions as the Committee may specify at
         grant.

                  (vi)     The Committee may condition the exercise of any
         Stock Appreciation Right upon the attainment of specified performance
         goals or other factors as the Committee may determine, in its sole
         discretion. Unless specifically provided in the applicable award
         agreement, any such conditional Stock Appreciation Right held by a
         grantee subject to Section 16(a) of the Exchange Act shall not be
         exercisable until the expiration of six months following the
         satisfaction of the condition giving rise to such Stock Appreciation
         Right.

SECTION 7. Restricted Stock.

         (a)      Administration. Shares of Restricted Stock may be issued
either alone, in addition to or in tandem with other awards granted under the
Plan and/or cash awards made outside the Plan. The Committee shall determine
the eligible persons to whom, and the time or times at which, grants of
Restricted Stock will be made, the number of shares of Restricted Stock to be
awarded to any person, the price (if any) to be paid by the recipient of
Restricted Stock (subject to Section 7(b)), the time or times within which such
awards may be subject to forfeiture, and the other terms, restrictions and
conditions of the awards in addition to those set forth in Section 7(c).

         The Committee may condition the grant of Restricted Stock upon the
attainment of specified performance goals or such other factors as the
Committee may determine, in its sole discretion.

         The provisions of Restricted Stock awards need not be the same with
respect to each recipient.

         (b)      Awards and Certificates. The prospective recipient of a
Restricted Stock award shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award


                                       9
<PAGE>

and has delivered a fully executed copy thereof to the Corporation, and has
otherwise complied with the applicable terms and conditions of such award.

                  (i)      The purchase price for shares of Restricted Stock
         shall be established by the Committee and may be zero.

                  (ii)     Awards of Restricted Stock must be accepted within a
         period of 60 days (or such shorter period as the Committee may specify
         at grant) after the award date, by executing a Restricted Stock Award
         Agreement and paying whatever price (if any) is required under Section
         7(b)(i).

                  (iii)    Each participant receiving a Restricted Stock award
         shall be issued a stock certificate in respect of such shares of
         Restricted Stock. Such certificate shall be registered in the name of
         such participant, and shall bear an appropriate legend referring to
         the terms, conditions, and restrictions applicable to such award.

                  (iv)     The Committee shall require that the stock
         certificates evidencing such shares be held in custody by the
         Corporation until the restrictions thereon shall have lapsed, and
         that, as a condition of any Restricted Stock award, the participant
         shall have delivered a stock power, endorsed in blank, relating to the
         Stock covered by such award.

         (c)      Restrictions and Conditions. The shares of Restricted Stock
awarded pursuant to this Section 7 shall be subject to the following
restrictions and conditions:

                  (i)      In accordance with the provisions of this Plan and
         the award agreement, during a period set by the Committee commencing
         with the date of such award (the "Restriction Period"), the
         participant shall not be permitted to sell, transfer, pledge, assign
         or otherwise encumber shares of Restricted Stock awarded under the
         Plan. Within these limits, the Committee, in its sole discretion, may
         provide for the lapse of such restrictions in installments and may
         accelerate or waive such restrictions in whole or in part, based on
         service, performance and/or such other factors or criteria as the
         Committee may determine, in its sole discretion.

                  (ii)     Except as provided in this paragraph (ii) and
         Section 7(c)(i), the participant shall have, with respect to the
         shares of Restricted Stock, all of the rights of a stockholder of the
         Corporation, including the right to vote the shares, and the right to
         receive any cash dividends. The Committee, in its sole discretion, as
         determined at the time of award, may permit or require the payment of
         cash dividends to be deferred and, if the Committee so determines,
         reinvested, subject to Section 14(e), in additional Restricted Stock
         to the extent shares are available under Section 3, or otherwise
         reinvested. Pursuant to Section 3 above, Stock dividends issued with
         respect to Restricted Stock shall be treated as additional shares of
         Restricted Stock that are subject to the same restrictions and other
         terms and conditions that apply to the shares with respect to which
         such dividends are issued. If the Committee so determines, the award
         agreement may also impose restrictions on the right to vote and the
         right to receive dividends.

                  (iii)    Subject to the applicable provisions of the award
         agreement and this Section 7, upon termination of a participant's
         employment with the Corporation and any Subsidiary or Affiliate for
         any reason during the Restriction Period, all shares still subject to
         restriction will vest, or be forfeited, in accordance with the terms
         and conditions established by the Committee at or after grant.

                  (iv)     If and when the Restriction Period expires without a
         prior forfeiture of the Restricted Stock subject to such Restriction
         Period, certificates for an appropriate number of unrestricted shares
         shall be delivered to the participant promptly.


                                      10
<PAGE>

         (d)      Minimum Value Provisions. In order to better ensure that
award payments actually reflect the performance of the Corporation and service
of the participant, the Committee may provide, in its sole discretion, for a
tandem performance-based or other award designed to guarantee a minimum value,
payable in cash or Stock to the recipient of a restricted stock award, subject
to such performance, future service, deferral and other terms and conditions as
may be specified by the Committee.

SECTION 8. Other Stock-Based Awards.

         (a)      Administration. Other Stock-Based Awards, including, without
limitation, performance shares, convertible preferred stock, convertible
debentures, exchangeable securities and Stock awards or options valued by
reference to earnings per share or Subsidiary performance, may be granted
either alone or in addition to or in tandem with Stock Options, Stock
Appreciation Rights or Restricted Stock granted under the Plan and/or cash
awards made outside of the Plan; provided that no such Other Stock-Based Awards
may be granted in tandem with Incentive Stock Options if that would cause such
Stock Options not to qualify as Incentive Stock Options pursuant to Section 422
of the Code.

         Subject to the provisions of the Plan, the Committee shall have
authority to determine the persons to whom and the time or times at which such
awards shall be made, the number of shares of Stock to be awarded pursuant to
such awards, and all other conditions of the awards. The Committee may also
provide for the grant of Stock upon the completion of a specified performance
period.

         The provisions of Other Stock-Based Awards need not be the same with
respect to each recipient.

         (b)      Terms and Conditions. Other Stock-Based Awards made pursuant
to this Section 8 shall be subject to the following terms and conditions:

                  (i)      Shares subject to awards under this Section 8 and
         the award agreement referred to in Section 8(b)(v) below, may not be
         sold, assigned, transferred, pledged or otherwise encumbered prior to
         the date on which the shares are issued, or, if later, the date on
         which any applicable restriction, performance or deferral period
         lapses.

                  (ii)     Subject to the provisions of this Plan and the award
         agreement and unless otherwise determined by the Committee at grant,
         the recipient of an award under this Section 8 shall be entitled to
         receive, currently or on a deferred basis, interest or dividends or
         interest or dividend equivalents with respect to the number of shares
         covered by the award, as determined at the time of the award by the
         Committee, in its sole discretion, and the Committee may provide that
         such amounts (if any) shall be deemed to have been reinvested in
         additional Stock or otherwise reinvested.

                  (iii)    Any award under Section 8 and any Stock covered by
         any such award shall vest or be forfeited to the extent so provided in
         the award agreement, as determined by the Committee, in its sole
         discretion.

                  (iv)     In the event of the participant's Retirement,
         Disability or death, or in cases of special circumstances, the
         Committee may, in its sole discretion, waive in whole or in part any
         or all of the remaining limitations imposed hereunder (if any) with
         respect to any or all of an award under this Section 8.

                  (v)      Each award under this Section 8 shall be confirmed
         by, and subject to the terms of, an agreement or other instrument by
         the Corporation and the participant.

                  (vi)     Stock (including securities convertible into Stock)
         issued on a bonus basis under this Section 8 may be issued for no cash
         consideration. Stock (including securities convertible into Stock)


                                      11
<PAGE>

         purchased pursuant to a purchase right awarded under this Section 8
         shall be priced at least 85% of the Fair Market Value of the Stock on
         the date of grant.

SECTION 9. Awards to Outside Directors.

         (a)      The provisions of this Section 9 shall apply only to awards
to Outside Directors in accordance with this Section 9. The Committee shall
have no authority to determine the timing of or the terms or conditions of any
award under this Section 9.

         (b)      On the date of each Annual Meeting of Stockholders of the
Corporation, commencing with the 1996 Annual Meeting of Stockholders, each
Outside Director will receive an automatic grant of restricted stock pursuant
to this Section 9 (the "Outside Directors Restricted Stock") in a number of
shares of stock which will be determined by dividing:

                  (i)      $10,000 by

                  (ii)     the average of the daily closing bid price of the
                           Stock for the first five (5) trading days of the
                           month in which the Annual Meeting is held (as
                           reported in The Wall Street Journal), rounding up or
                           down any fractional share of Stock to the nearest
                           whole share.

The Outside Director Restricted Stock award shall be adjusted annually on the
date of the Annual Meeting of Stockholders by the percentage change from the
previous year in the Consumer Price Index, Urban Wage Earners and Clerical
Workers (1982-1984 = 100), All Cities Average; provided, however, that such
annual increase shall not exceed six percent.

         (c)      The Outside Director Restricted Stock shall vest as follows:

                  (i)      Of the aggregate number of shares of Outside
                           Director Restricted Stock granted on the date of
                           each Annual Meeting of Stockholders, one-third of
                           the Outside Director Restricted Stock shall
                           immediately vest on the date of grant;

                  (ii)     At the first Annual Meeting of Stockholders
                           following the Annual Meeting at which the Outside
                           Director Restricted Stock was granted, if the
                           grantee is still serving as a director of the
                           Corporation, the Outside Director Restricted Stock
                           shall vest with respect to one-half of the remaining
                           shares of the Outside Director Restricted Stock; and

                  (iii)    At the second Annual Meeting of Stockholders
                           following the Annual Meeting at which the Outside
                           Director Restricted Stock was granted, if the
                           director is still serving as a director of the
                           Corporation, the Outside Director Restricted Stock
                           shall vest with respect to the remaining shares of
                           the Outside Director Restricted Stock.

         (d)      Until the earlier of (i) five years from the date of grant
and (ii) the date on which the Outside Director ceases to serve as a director
of the Corporation (the"Outside Director Period of Restriction), no Outside
Director Restricted Stock may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, otherwise than by will or by the laws of
descent and distribution.

         Each certificate representing Outside Director Restricted Stock
granted pursuant to this Section 9 shall bear the following legend:

         "The sale or other transfer of the shares represented by this
         certificate, whether voluntary, involuntary, or by operation of law,
         is subject to certain restrictions on transfer set forth in the


                                      12
<PAGE>

         American Healthcorp, Inc. 1996 Stock Incentive Plan (the "Plan"), and
         rules of administration adopted pursuant to such Plan. A copy of the
         Plan and the rules of such Plan may be obtained from the Secretary of
         American Healthcorp, Inc."

Once the Outside Director Period of Restriction has lapsed, the grantee shall
be entitled to have the legend required by this Section 9 removed from such
stock certificate(s); provided however, that such certificate shall be subject
to any legend required by applicable state or federal law.

         (e)      From the date on which the Outside Director Restricted Stock
is granted, grantees awarded such Stock may exercise full voting rights with
respect to the Outside Director Restricted Stock.

         (f)      Grantees holding Outside Director Restricted Stock that has
vested in accordance with Section 9(c) hereof, shall be entitled to receive all
dividends and other distributions paid with respect to such shares of Stock
while they are so held. If any such dividends, or distributions are paid in
Stock, such shares of Stock shall be subject to the same restrictions on
transferability as the shares of Outside Director Restricted Stock with respect
to which they were paid.

         (g)      Grantees of Outside Director Restricted Stock shall enter
into a Restricted Stock Award Agreement with the Corporation setting forth the
restrictions imposed on the Stock granted to him or her.

         (h)      All restrictions imposed on the Outside Director Restricted
Stock shall expire automatically upon a Change in Control, but shall not
otherwise be subject to Section 10 hereof.

         (i)      All shares of Outside Director Restricted Stock which have
not vested in accordance with Section 9(c) hereof, at the time of a grantee's
resignation, removal or failure to be elected as a member of the Board of
Directors shall be forfeited and such forfeited shares shall again be available
for award hereunder.

         (j)      The Board may not amend or alter this Section 9, except as
provided in Section 11, without the approval of the holders of a majority of
the issued and outstanding shares of Common Stock, and in no event shall this
Section 9 be amended more than once every six months, other than to comply with
changes in the Exchange Act, Code or the Employee Retirement Income Security
Act of 1974, as amended, or the regulations thereunder.

SECTION 10. Change in Control Provisions.

         (a)      Impact of Event.  In the event of:

                  (1)      a "Change in Control" as defined in Section 10(b) or

                  (2)      a "Potential Change in Control" as defined in
         Section 10(c), but only if and to the extent so determined by the
         Committee or the Board at or after grant (subject to any right of
         approval expressly reserved by the Committee or the Board at the time
         of such determination),

the following acceleration and valuation provisions shall apply if so
determined by the Board in its sole discretion:

                           (i) Any Stock Appreciation Rights (including,
                  without limitation, any Limited Stock Appreciation Rights)
                  outstanding for at least six months and any Stock Option
                  awarded under the Plan not previously exercisable and vested
                  shall become fully exercisable and vested.

                           (ii)The restrictions applicable to any Restricted
                  Stock and Other Stock-Based Awards, in each case to the
                  extent not already vested under the Plan, shall lapse and
                  such shares and awards shall be deemed fully vested.


                                      13
<PAGE>

                           (iii) Except as otherwise provided in Section
                  10(a)(iv) below, the value of all outstanding Stock Options,
                  Stock Appreciation Rights, Restricted Stock and Other
                  Stock-Based Awards, in each case to the extent vested, shall,
                  unless otherwise determined by the Committee in its sole
                  discretion at or (except in the case of an Incentive Stock
                  Option) after grant but prior to any Change in Control, be
                  cashed out on the basis of the "Change in Control Price" as
                  defined in Section 10(d) as of the date such Change in
                  Control or such Potential Change in Control is determined to
                  have occurred or such other date as the Committee may
                  determine prior to the Change in Control.

                           (iv) In the case of any Stock Options, Stock
                  Appreciation Rights, Restricted Stock and Other Stock-Based
                  Awards held by any person subject to Section 16(a) of the
                  Exchange Act, the value of all such Stock Options, Stock
                  Appreciation Rights, Restricted Stock or Other Stock-Based
                  Awards, in each case to the extent that they are vested and
                  have been held for at least six months, shall (unless
                  otherwise determined by the Committee in its sole discretion)
                  be cashed out on the basis of the "Change in Control Price"
                  as defined in Section 10(d) as of the date of such Change in
                  Control or such Potential Change in Control is determined to
                  have occurred, but only if the Change in Control or Potential
                  Change in Control is outside the control of the grantee for
                  purposes of Rule 16b-3(e)(3) under the Exchange Act, or any
                  successor provision promulgated by the Securities and
                  Exchange Commission.

         (b)      Definition of Change in Control. For purposes of Section
10(a), a "Change in Control" means the happening of any of the following:

                           (i) any person or entity, including a "group" as
                  defined in Section 13(d)(3) of the Exchange Act, other than
                  the Corporation or a wholly-owned subsidiary thereof or any
                  employee benefit plan of the Corporation or any of its
                  Subsidiaries, becomes the beneficial owner of the
                  Corporation's securities having 35% or more of the combined
                  voting power of the then outstanding securities of the
                  Corporation that may be cast for the election of directors of
                  the Corporation (other than as a result of an issuance of
                  securities initiated by the Corporation in the ordinary
                  course of business); or

                           (ii) as the result of, or in connection with, any
                  cash tender or exchange offer, merger or other business
                  combination, sales of assets or contested election, or any
                  combination of the foregoing transactions, less than a
                  majority of the combined voting power of the then outstanding
                  securities of the Corporation or any successor corporation or
                  entity entitled to vote generally in the election of the
                  directors of the Corporation or such other corporation or
                  entity after such transaction are held in the aggregate by
                  the holders of the Corporation's securities entitled to vote
                  generally in the election of directors of the Corporation
                  immediately prior to such transaction; or

                           (iii) during any period of two consecutive years,
                  individuals who at the beginning of any such period
                  constitute the Board cease for any reason to constitute at
                  least a majority thereof, unless the election, or the
                  nomination for election by the Corporation's stockholders, of
                  each director of the Corporation first elected during such
                  period was approved by a vote of at least two-thirds of the
                  directors of the Corporation then still in office who were
                  directors of the Corporation at the beginning of any such
                  period.

         (c)      Definition of Potential Change in Control. For purposes of
Section 10(a), a "Potential Change in Control" means the happening of any one
of the following:

                           (i) The approval by stockholders of an agreement by
                  the Corporation, the consummation of which would result in a
                  Change in Control of the Corporation as defined in Section
                  10(b); or


                                      14
<PAGE>

                           (ii) The acquisition of beneficial ownership,
                  directly or indirectly, by any entity, person or group (other
                  than the Corporation or a Subsidiary or any Corporation
                  employee benefit plan (including any trustee of such plan
                  acting as such trustee)) of securities of the Corporation
                  representing 5% or more of the combined voting power of the
                  Corporation's outstanding securities and the adoption by the
                  Committee of a resolution to the effect that a Potential
                  Change in Control of the Corporation has occurred for
                  purposes of this Plan.

         (d)      Change in Control Price. For purposes of this Section 10,
"Change in Control Price" means the highest price per share paid in any
transaction reported on the Nasdaq Stock Market or such other exchange or
market as is the principal trading market for the Stock, or paid or offered in
any bona fide transaction related to a Potential or actual Change in Control of
the Corporation at any time during the 60 day period immediately preceding the
occurrence of the Change in Control (or, where applicable, the occurrence of
the Potential Change in Control event), in each case as determined by the
Committee except that, in the case of Incentive Stock Options and Stock
Appreciation Rights relating to Incentive Stock Options, such price shall be
based only on transactions reported for the date on which the optionee
exercises such Stock Appreciation Rights or, where applicable, the date on
which a cash out occurs under Section 10(a)(iii).

SECTION 11. Amendments and Termination.

         The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of
an optionee or participant under a Stock Option, Stock Appreciation Right,
Restricted Stock, Other Stock-Based Award or Outside Director Restricted Stock
theretofore granted, without the optionee's or participant's consent or which,
without the approval of the Corporation's stockholders, would:

                  (a)      except as expressly provided in this Plan, increase
         the total number of shares reserved for the purpose of the Plan;

                  (b)      materially increase the benefits accruing to
         participants under the Plan; or

                  (c)      materially modify the requirements as to eligibility
         for participation in the Plan.

         The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Stock Options for
previously granted Stock Options (on a one for one or other basis), including
previously granted Stock Options having higher option exercise prices.

         Subject to the above provisions, the Board shall have broad authority
to amend the Plan to take into account changes in applicable securities and tax
laws and accounting rules, as well as other developments.

SECTION 12. Unfunded Status of Plan.

         The Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Corporation, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Corporation. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or payments in lieu of or with respect
to awards hereunder; provided, however, that, unless the Committee otherwise
determines with the consent of the affected participant, the existence of such
trusts or other arrangements is consistent with the "unfunded" status of the
Plan.


                                      15
<PAGE>

SECTION 13. General Provisions.

         (a)      The Committee may require each person purchasing shares
pursuant to a Stock Option or other award under the Plan to represent to and
agree with the Corporation in writing that the optionee or participant is
acquiring the shares without a view to distribution thereof. The certificates
for such shares may include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.

         All certificates for shares of Stock or other securities delivered
under the Plan shall be subject to such stock-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 upon which the Stock is then listed, and any applicable Federal or
state securities law, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

         (b)      Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.

         (c)      The adoption of the Plan shall not confer upon any employee
of the Corporation or any Subsidiary or Affiliate any right to continued
employment with the Corporation or a Subsidiary or Affiliate, as the case may
be, nor shall it interfere in any way with the right of the Corporation or a
Subsidiary or Affiliate to terminate the employment of any of its employees at
any time.

         (d)      No later than the date as of which an amount first becomes
includible in the gross income of the participant for Federal income tax
purposes with respect to any award under the Plan, the participant shall pay to
the Corporation, or make arrangements satisfactory to the Committee regarding
the payment of, any Federal, state, or local taxes of any kind required by law
to be withheld with respect to such amount. The Committee may require
withholding obligations to be settled with Stock, including Stock that is part
of the award that gives rise to the withholding requirement. The obligations of
the Corporation under the Plan shall be conditional on such payment or
arrangements and the Corporation and its Subsidiaries or Affiliates shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.

         (e)      The actual or deemed reinvestment of dividends or dividend
equivalents in additional Restricted Stock (or other types of Plan awards) at
the time of any dividend payment shall only be permissible if sufficient shares
of Stock are available under Section 3 for such reinvestment (taking into
account then outstanding Stock Options and other Plan awards).

         (f)      The Plan and all awards made and actions taken thereunder
shall be governed by and construed in accordance with the laws of the State of
Delaware.

         (g)      The members of the Committee and the Board shall not be
liable to any employee or other person with respect to any determination made
hereunder in a manner that is not inconsistent with their legal obligations as
members of the Board. In addition to such other rights of indemnification as
they may have as directors or as members of the Committee, the members of the
Committee shall be indemnified by the Corporation against the reasonable
expenses, including attorneys' fees actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in connection
with any appeal therein, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan or
any option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Corporation) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for negligence or misconduct in the performance of
his duties; provided that within 60 days after institution of any such action,
suit or proceeding, the Committee member shall in writing offer the Corporation
the opportunity, at its own expense, to handle and defend the same.

         (h)      In addition to any other restrictions on transfer that may be
applicable under the terms of this Plan or the applicable award agreement, no
Option, Stock Appreciation Right, Restricted Stock award, or Other Stock-


                                      16
<PAGE>

Based Award or other right issued under this Plan is transferable by the
participant other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined under the Code or
Title I of the Employee Retirement Income Security Act of 1974, as amended. The
designation of a beneficiary will not constitute a transfer.

SECTION 14. Effective Date of Plan.

         The Plan shall be effective as of the date of approval of the Plan by
a majority of the votes cast by the holders of the Corporation's Stock.

SECTION 15. Term of Plan.

         No Stock Option, Stock Appreciation Right, Restricted Stock award,
Other Stock-Based Award or Outside Director Restricted Stock award shall be
granted pursuant to the Plan on or after October 25, 2011, but awards granted
prior to October 25, 2011 may be extended beyond that date.


                                      17