PEOPLES-SIDNEY FINANCIAL CORPORATION
            AMENDED AND RESTATED 1998 STOCK OPTION AND INCENTIVE PLAN


       1. Plan  Purpose.  The  purpose of the Plan is to promote  the  long-term
interests  of the  Corporation  and its  stockholders  by  providing a means for
attracting  and retaining  directors,  advisory  directors,  directors  emeriti,
officers and employees of the  Corporation  and its  Affiliates.  It is intended
that  designated  Options  granted  pursuant  to the provi sions of this Plan to
persons  employed by the Corporation or its Affiliates will qualify as Incentive
Stock  Options.  Options  granted  to  persons  who  are not  employees  will be
Non-Qualified Stock Options.

       2.  Definitions.  The following definitions are applicable to the Plan:

       "Affiliate" - means any "parent corporation" or "subsidiary  corporation"
of the  Corporation,  as such  terms are  defined  in  Section  424(e)  and (f),
respectively, of the Code.

       "Association"  - means  Peoples  Federal  Savings & Loan  Association  of
Sidney and any successor entity.

       "Award" - means the grant of an Incentive  Stock Option,  a Non-Qualified
Stock Option, a Stock Appreciation  Right, a Limited Stock Appreciation Right or
any combination thereof, as provided in the Plan.

       "Code" - means the Internal Revenue Code of 1986, as amended.

       "Committee" - means the Committee referred to in Section 3 hereof.

       "Continuous   Service"  -  means  the  absence  of  any  interruption  or
termination  of service as a director,  advisory  director,  director  emeritus,
officer or employee of the  Corporation  or an Affiliate,  except that when used
with respect to any Options or Rights which at the time of exercise are intended
to be  Incentive  Stock  Options,  continuous  service  means the absence of any
interruption  or termination of service as an employee of the  Corporation or an
Affiliate.  Service  shall  not be  considered  interrupted  in the case of sick
leave,  military leave or any other leave of absence approved by the Corporation
or in the case of transfers  between  payroll  locations of the  Corporation  or
between the Corporation,  its parent,  its  subsidiaries or its successor.  With
respect to any advisory director or director emeritus,  Continuous Service shall
mean the  availability  to perform  such  functions  as may be  required of such
persons.

        "Corporation" - means Peoples-Sidney  Financial Corporation,  a Delaware
corporation.

       "Employee" - means any person,  including an officer or director,  who is
employed by the Corporation or any Affiliate.

       "ERISA" - means the Employee  Retirement  Income Security Act of 1974, as
amended.
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       "Exercise  Price" - means  (i) in the case of an  Option,  the  price per
Share at which the Shares  subject to such Option may be purchased upon exercise
of such Option and (ii) in the case of a Right,  the price per Share (other than
the Market Value per Share on the date of exercise and the Offer Price per Share
as defined in Section 10 hereof)  which,  upon grant,  the Committee  determines
shall be utilized in calculating the aggregate  value which a Participant  shall
be entitled to receive  pursuant to Sections 9, 10 or 12 hereof upon exercise of
such Right.

       "Incentive  Stock Option" - means an option to purchase Shares granted by
the Committee  pursuant to Section 6 hereof which is subject to the  limitations
and  restrictions  of Section 8 hereof and is intended to qualify  under Section
422(b) of the Code.

       "Limited Stock  Appreciation  Right" - means a stock  appreciation  right
with respect to Shares  granted by the  Committee  pursuant to Sections 6 and 10
hereof.


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       "Market Value" - means the average of the high and low quoted sales price
on the date in question  (or, if there is no reported  sale on such date, on the
last  preceding  date on which any  reported  sale  occurred)  of a Share on the
Composite  Tape for the New York Stock  Exchange-Listed  Stocks,  or, if on such
date the  Shares  are not quoted on the  Composite  Tape,  on the New York Stock
Exchange,  or, if the  Shares  are not  listed or  admitted  to  trading on such
Exchange,  on the principal United States securities  exchange  registered under
the  Securities  Exchange Act of 1934 on which the Shares are listed or admitted
to trading,  or, if the Shares are not listed or admitted to trading on any such
exchange,  the mean between the closing high bid and low asked  quotations  with
respect to a Share on such date on the NASDAQ System, or any similar system then
in use, or, if no such  quotations are available,  the fair market value on such
date of a Share as the Committee shall determine.

       "Non-Employee  Director" - means a director  who (a) is not  currently an
officer or employee of the  Corporation  or any  Affiliate;  (b) is not a former
employee of the Corporation or any Affiliate who receives compensation for prior
services (other than from a tax-qualified  retirement plan); (c) has not been an
officer of the Corporation or any Affiliate;  (d) does not receive  renumeration
from the  Corporation or any Affiliate in any capacity other than as a director;
and (e) does not possess an interest in any other transactions or is not engaged
in a business  relationship  for which  disclosure  would be required under Item
404(a) or (b) of Regulation S-K.

       "Non-Qualified Stock Option" - means an option to purchase Shares granted
by the Committee pursuant to Section 6 hereof,  which is not intended to qualify
under Section 422(b) of the Code.

        "Option" - means an  Incentive  Stock  Option or a  Non-Qualified  Stock
Option.

       "Participant" - means any director, advisory director, director emeritus,
officer or employee of the  Corporation  or any Affiliate who is selected by the
Committee to receive an Award or who is granted an Award  pursuant to Section 20
hereof.

       "Plan" - means the Amended and Restated  1998 Stock Option and  Incentive
Plan of the Corporation.

       "Related" - means (i) in the case of a Right, a Right which is granted in
connection  with,  and to the extent  exercis able, in whole or in part, in lieu
of, an Option or another Right and (ii) in the case of an Option, an Option with
respect to which and to the extent a Right is exercisable,  in whole or in part,
in lieu thereof has been granted.

        "Right"  -  means  a  Limited  Stock   Appreciation  Right  or  a  Stock
Appreciation Right.

       "Shares" - means the shares of common  stock,  par value $0.01 per share,
of the Corporation.

       "Stock  Appreciation  Right"  -  means a stock  appreciation  right  with
respect to Shares granted by the Committee pursuant to Sections 6 and 9 hereof.

       3.  Administration.  The  Plan  shall  be  administered  by  a  Committee
consisting  of two or  more  members,  each  of  whom  shall  be a  Non-Employee
Director.  The  members  of the  Committee  shall be  appointed  by the Board of
Directors of the Corporation. Except as limited by the express provisions of the
<PAGE>

Plan, the Committee shall have sole and complete authority and discretion to (i)
select  Participants and grant Awards; (ii) determine the number of Shares to be
subject to types of Awards  generally,  as well as to individual  Awards granted
under the Plan; (iii) determine the terms and conditions upon which Awards shall
be granted  under the Plan;  (iv)  prescribe  the form and terms of  instruments
evidencing such grants;  and (v) establish from time to time regulations for the
administration  of the Plan,  interpret  the Plan,  and make all  determinations
deemed necessary or advisable for the administration of the Plan.

       A majority of the Committee shall constitute a quorum,  and the acts of a
majority of the members present at any meeting at which a quorum is present,  or
acts approved in writing by a majority of the Committee without a meeting, shall
be acts of the Committee.

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<PAGE>
       4.  Participation in Committee Awards. The Committee may select from time
to time  Participants  in the Plan  from  those  directors  (including  advisory
directors  and   directors   emeriti),   officers  and  employees   (other  than
Disinterested Persons), of the Corporation or its Affiliates who, in the opinion
of  the  Committee,  have  the  capacity  for  contributing  to  the  successful
performance of the Corporation or its Affiliates.

       5. Shares  Subject to Plan.  Subject to  adjustment  by the  operation of
Section 11 hereof, the maximum number of Shares with respect to which Awards may
be made  under the Plan is 178,538  Shares.  The  Shares  with  respect to which
Awards may be made under the Plan may be either  authorized and unissued  shares
or issued shares heretofore or hereafter reacquired and held as treasury shares.
Shares which are subject to Related Rights and Related  Options shall be counted
only once in  determining  whether the maximum  number of Shares with respect to
which Awards may be granted under the Plan has been exceeded. An Award shall not
be  considered  to have been made  under the Plan with  respect to any Option or
Right which terminates and new Awards may be granted under the Plan with respect
to the number of Shares as to which such termination has occurred.

       6. General  Terms and  Conditions  of Options and Rights.  The  Committee
shall have full and  complete  authority  and  discretion,  except as  expressly
limited by the Plan, to grant Options and/or Rights and to provide the terms and
conditions  (which  need  not  be  identical  among  Participants)  thereof.  In
particular,  the Committee  shall  prescribe the following terms and conditions:
(i) the Exercise Price of any Option or Right,  which shall not be less than the
Market  Value per Share at the date of grant of such  Option or Right,  (ii) the
number of Shares  subject to, and the  expiration  date of, any Option or Right,
which  expiration date shall not exceed ten years from the date of grant,  (iii)
the manner,  time and rate  (cumulative or otherwise) of exercise of such Option
or Right,  and (iv) the  restrictions,  if any, to be placed upon such Option or
Right or upon Shares which may be issued upon  exercise of such Option or Right.
The Committee may, as a condition of granting any Option or Right,  require that
a  Participant  agree not to  thereafter  exercise one or more Options or Rights
previously  granted  to  such  Participant.  Notwithstanding  the  foregoing  no
individual  shall be granted  Awards in any  calendar  year with respect to more
than 50% of the total shares subject to the Plan.

       At the time of any Award,  the Participant  shall enter into an agreement
with the Corporation in a form specified by the Committee, agreeing to the terms
and conditions of the Award and such other matters as the Committee, in its sole
discretion, shall determine (the "Option Agreement").

       7.    Exercise of Options or Rights.

(a)    Except as  provided  herein,  an Option or Right  granted  under the Plan
       shall be exercisable  during the lifetime of the Participant to whom such
       Option or Right  was  granted  only by such  Participant  and,  except as
       provided in  paragraphs  (c) and (d) of this Section 7, no such Option or
       Right may be exercised unless at the time such Participant exercises such
       Option or Right, such Participant has maintained Continuous Service since
       the date of grant of such Option or Right.

(b)    To exercise an Option or Right under the Plan,  the  Participant  to whom
       such  Option  or Right  was  granted  shall  give  written  notice to the
       Corporation  in form  satisfactory  to the  Committee  (and,  if  partial
       exercises have been permitted by the Committee,  by specifying the number
       of Shares with respect to which such Participant  elects to exercise such
<PAGE>
       Option or Right) together with full payment of the Exercise Price, if any
       and to the extent  required.  The date of  exercise  shall be the date on
       which such  notice is  received by the  Corporation.  Payment,  if any is
       required,  shall be made either (i) in cash (including  check, bank draft
       or money order) or (ii) by  delivering  (A) Shares  already  owned by the
       Participant  and  having a fair  market  value  equal  to the  applicable
       exercise  price,  such  fair  market  value  to  be  determined  in  such
       appropriate  manner  as may be  provided  by the  Committee  or as may be
       required  in order to comply  with or to conform to  requirements  of any
       applicable  laws or  regulations,  or (B) a combination  of cash and such
       Shares.

(c)    If a  Participant  to whom an Option or Right was granted  shall cease to
       maintain  Continuous Service for any reason (excluding death,  disability
       and  termination  of employment by the  Corporation  or any Affiliate for
       cause),

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<PAGE>
       such  Participant  may,  but only  within  the  period  of  three  months
       immediately  succeeding  such  cessation of Continuous  Service and in no
       event after the  expiration  date of such Option or Right,  exercise such
       Option or Right to the  extent  that such  Participant  was  entitled  to
       exercise  such Option or Right at the date of such  cessation,  provided,
       however,  that such  right of  exercise  after  cessation  of  Continuous
       Service  shall  not  be  available  to a  Participant  if  the  Committee
       otherwise  determines  and so provides in the  applicable  instrument  or
       instruments   evidencing  the  grant  of  such  Option  or  Right.  If  a
       Participant  to whom an  Option  or  Right  was  granted  shall  cease to
       maintain Continuous Service by reason of death or disability then, unless
       the Committee shall have otherwise provided in the instrument  evidencing
       the grant of an Option or Right,  all Options and Rights  granted and not
       fully exercisable shall become  exercisable in full upon the happening of
       such event and shall remain so exercisable  (i) in the event of death for
       the period  described in paragraph  (d) of this Section 7 and (ii) in the
       event of disability for a period of three months  following such date. If
       the  Continuous  Service of a Participant  to whom an Option or Right was
       granted by the Corporation is terminated for cause,  all rights under any
       Option or Right of such  Participant  shall expire  immediately  upon the
       effective date of such termination.

(d)    In the  event of the  death  of a  Participant  while  in the  Continuous
       Service of the  Corporation  or an  Affiliate  or within the  three-month
       period referred to in paragraph (c) of this Section 7, the person to whom
       any Option or Right held by the  Participant  at the time of his death is
       transferred  by will or the laws of descent and  distribution,  or in the
       case of an Award  other than an  Incentive  Stock  Option,  pursuant to a
       qualified  domestic relations order, as defined in the Code or Title 1 of
       ERISA  or  the  rules  thereunder  may,  but  only  to  the  extent  such
       Participant  was entitled to exercise such Option or Right upon his death
       as provided in paragraph (c) above,  exercise such Option or Right at any
       time  within a period  of one year  succeeding  the date of death of such
       Participant,  but in no event later than ten years from the date of grant
       of such Option or Right.  Following the death of any Partici pant to whom
       an Option was granted under the Plan, irrespective of whether any Related
       Right shall have  theretofore  been granted to the Participant or whether
       the person  entitled to exercise such Related Right desires to do so, the
       Committee  may, as an  alternative  means of  settlement  of such Option,
       elect to pay to the person to whom such Option is  transferred by will or
       by the laws of  descent  and  distribution,  or in the case of an  Option
       other than an Incentive  Stock Option,  pursuant to a qualified  domestic
       relations  order, as defined in the Code or Title I of ERISA or the rules
       thereunder, the amount by which the Market Value per Share on the date of
       exercise of such Option shall  exceed the Exercise  Price of such Option,
       multiplied  by the number of Shares with  respect to which such Option is
       properly exercised.  Any such settlement of an Option shall be considered
       an exercise of such Option for all purposes of the Plan.

(e)    Notwithstanding  the provisions of  subparagraphs  (c) and (d) above, the
       Committee  may, in its sole  discretion,  establish  different  terms and
       conditions  pertaining  to  the  effect  of  termination  to  the  extent
       permitted by applicable federal and state law.
<PAGE>
       8. Incentive  Stock Options.  Incentive Stock Options may be granted only
to  Participants  who are  Employees.  Any provision of the Plan to the contrary
notwithstanding,  (i) no  Incentive  Stock Option shall be granted more than ten
years  from the  date  the Plan is  adopted  by the  Board of  Directors  of the
Corporation  and no Incentive  Stock Option shall be  exercisable  more than ten
years from the date such  Incentive  Stock Option is granted,  (ii) the Exercise
Price of any Incentive  Stock Option shall not be less than the Market Value per
Share on the date such  Incentive  Stock Option is granted,  (iii) any Incentive
Stock Option shall not be transferable by the Participant to whom such Incentive
Stock  Option  is  granted  other  than  by  will or the  laws  of  descent  and
distribution,  and shall be exercisable during such Participant's  lifetime only
by such  Participant,  (iv) no  Incentive  Stock  Option shall be granted to any
individual who, at the time such Incentive  Stock Option is granted,  owns stock
possessing  more than ten  percent  of the total  combined  voting  power of all
classes of stock of the  Corporation or any Affiliate  unless the Exercise Price
of such  Incentive  Stock Option is at least 110 percent of the Market Value per
Share at the date of grant and such  Incentive  Stock Option is not  exercisable
after the expiration of five years from the date such Incentive  Stock Option is
granted,  and (v) the  aggregate  Market  Value  (determined  as of the time any
Incentive Stock Option is granted) of the Shares with respect to which Incentive
Stock  Options  are  exercisable  for the  first  time by a  Participant  in any
calendar year shall not exceed $100,000.


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<PAGE>
       9. Stock Appreciation  Rights. A Stock Appreciation Right shall, upon its
exercise,  entitle the  Participant  to whom such Stock  Appreciation  Right was
granted to  receive a number of Shares or cash or  combination  thereof,  as the
Committee in its discretion shall determine, the aggregate value of which (i.e.,
the sum of the  amount of cash  and/or  Market  Value of such  Shares on date of
exercise)  shall  equal (as nearly as  possible,  it being  understood  that the
Corporation  shall not  issue any  fractional  shares)  the  amount by which the
Market  Value per Share on the date of such  exercise  shall exceed the Exercise
Price of such Stock Appreciation Right,  multiplied by the number of Shares with
respect of which such Stock  Appreciation  Right  shall have been  exercised.  A
Stock  Appreciation  Right  may be  Related  to an  Option  or  may  be  granted
independently  of any  Option as the  Committee  shall from time to time in each
case determine.  At the time of grant of an Option the Committee shall determine
whether and to what extent a Related Stock  Appreciation  Right shall be granted
with respect thereto, provided, however, and notwithstanding any other provision
of the Plan,  that if the  Related  Option is an  Incentive  Stock  Option,  the
Related  Stock  Appreciation  Right  shall  satisfy  all  the  restrictions  and
limitations of Section 8 hereof as if such Related Stock Appreciation Right were
an Incentive  Stock Option and as if other rights which are Related to Incentive
Stock Options were  Incentive  Stock Options.  In the case of a Related  Option,
such Related  Option shall cease to be  exercisable  to the extent of the Shares
with respect to which the Related Stock Appreciation  Right was exercised.  Upon
the exercise or termination of a Related Option,  any Related Stock Appreciation
Right  shall  terminate  to the extent of the Shares  with  respect to which the
Related Option was exercised or terminated.

       10. Limited Stock Appreciation  Rights. At the time of grant of an Option
or Stock  Appreciation  Right to any Participant,  the Committee shall have full
and  complete  authority  and  discretion  to also grant to such  Participant  a
Limited  Stock  Appreciation  Right  which is  Related  to such  Option or Stock
Appreciation Right, provided, however and notwithstanding any other provision of
the Plan, that if the Related Option is an Incentive  Stock Option,  the Related
Limited  Stock  Appreciation  Right  shall  satisfy  all  the  restrictions  and
limitations  of Section 8 hereof as if such Related  Limited Stock  Appreciation
Right  were an  Incentive  Stock  Option  and as if all other  Rights  which are
Related to Incentive Stock Options were Incentive Stock Options. A Limited Stock
Appreciation  Right shall be exercisable only during the period beginning on the
first day  following  the date of  expiration  of any  "offer"  (as such term is
hereinafter defined) and ending on the forty-fifth day following such date.

       A Limited Stock Appreciation Right shall, upon its exercise,  entitle the
Participant to whom such Limited Stock Appreciation Right was granted to receive
an amount of cash equal to the  amount by which the "Offer  Price per Share" (as
such  term is  hereinafter  defined)  or the  Market  Value  on the date of such
exercise,  as shall have been provided by the Committee in its discretion at the
time  of  grant,   shall  exceed  the  Exercise  Price  of  such  Limited  Stock
Appreciation  Right,  multiplied  by the number of Shares with  respect to which
such  Limited  Stock  Appreciation  Right  shall have been  exercised.  Upon the
exercise  of a Limited  Stock  Appreciation  Right,  any Related  Option  and/or
Related Stock  Appreciation Right shall cease to be exercisable to the extent of
the Shares  with  respect to which such  Limited  Stock  Appreciation  Right was
exercised. Upon the exercise or termination of a Related Option or Related Stock
Appreciation Right, any Related Limited Stock Appreciation Right shall terminate
to the extent of the Shares with respect to which such Related Option or Related
Stock Appreciation Right was exercised or terminated.
<PAGE>
       For the  purposes  of this  Section 10, the term  "Offer"  shall mean any
tender  offer  or  exchange  offer  for  Shares  other  than  one  made  by  the
Corporation,  provided that the  corporation,  person or other entity making the
offer acquires  pursuant to such offer either (i) 25% of the Shares  outstanding
immediately  prior to the  commencement of such offer or (ii) a number of Shares
which,  together with all other Shares  acquired in any tender offer or exchange
offer (other than one made by the  Corporation)  which expired within sixty days
of the  expiration  date of the  offer in  question,  equals  25% of the  Shares
outstanding  immediately prior to the commencement of the offer in question. The
term "Offer  Price per Share" as used in this  Section 10 shall mean the highest
price per Share paid in any Offer  which  Offer is in effect any time during the
period  beginning on the sixtieth day prior to the date on which a Limited Stock
Appreciation  Right is  exercised  and ending on the date on which such  Limited
Stock Appreciation Right is exercised. Any securities or property which are part
or all of the  consideration  paid for  Shares in the  Offer  shall be valued in
determining the Offer Price per Share at the higher of (A) the valuation  placed
on such securities or property by the corporation, person or other entity making
such Offer or (B) the  valuation  placed on such  securities  or property by the
Committee.

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<PAGE>
       11.  Adjustments  Upon  Changes  in  Capitalization.  In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any  reorganization,  recapitalization,  stock split,  stock dividend,
cash  distribution in excess of normal dividend levels,  combination or exchange
of shares,  merger,  consolidation  or any change in the corporate  structure or
Shares of the Corporation,  the maximum  aggregate number and class of shares as
to which Awards may be granted under the Plan and the number, class and exercise
price of shares with respect to which Awards theretofore have been granted under
the Plan shall be appropriately  adjusted by the Committee,  whose determination
shall be conclusive.

       12.  Effect of  Merger.  In the  event of any  merger,  consolidation  or
combination  of  the  Corporation   (other  than  a  merger,   consolidation  or
combination in which the Corporation is the continuing entity and which does not
result in the outstanding Shares being converted into or exchanged for different
securities,  cash or other property,  or any combination  thereof) pursuant to a
plan or agreement  the terms of which are binding upon all  stockholders  of the
Corporation (except to the extent that dissenting  stockholders may be entitled,
under  statutory  provisions  or  provisions  contained  in the  certificate  or
articles  of  incorporation,  to receive  the  appraised  or fair value of their
holdings),  any  Participant  to whom an Option or Right has been granted  shall
have the right  (subject to the  provisions  of the Plan and any  limitation  or
vesting  period  applicable to such Option or Right),  thereafter and during the
term of each such Option or Right,  to receive upon  exercise of any such Option
or Right an amount  equal to the excess of the fair market  value on the date of
such exercise of the securities, cash or other property, or combination thereof,
receivable upon such merger,  consolidation or combination in respect of a Share
over the  Exercise  Price of such Right or Option,  multiplied  by the number of
Shares with  respect to which such  Option or Right  shall have been  exercised.
Such  amount may be payable  fully in cash,  fully in one or more of the kind or
kinds of property  payable in such  merger,  consolidation  or  combination,  or
partly in cash and partly in one or more of such kind or kinds of property,  all
in the discretion of the Committee.

       13. Effect of Change in Control.  If a tender offer or exchange offer for
Shares (other than such an offer by the  Corporation)  is  commenced,  or if the
stockholders of the Corporation shall approve an agreement  providing either for
a transaction in which the Corporation will cease to be an independent  publicly
owned entity or for a sale or other  disposition of all or substantially all the
assets of the  Corporation or the  Association,  unless the Committee shall have
otherwise provided in the instrument  evidencing the grant of an Option or Stock
Appreciation  Right,  all  Options  and Stock  Appreciation  Rights  theretofore
granted and not fully  exercisable  shall  become  exercisable  in full upon the
happening  of such event and shall remain so  exercisable  for a period of sixty
days following such date, after which they shall revert to being  exercisable in
accordance  with  their  terms;  provided,  however,  that no  Option  or  Stock
Appreciation  Right which has previously been exercised or otherwise  terminated
shall become exercisable.

       14.  Assignments  and Transfers.  No Award nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award under the Plan
may be assigned,  encumbered or transferred except, in the event of the death of
a Participant, by will or the laws of descent and distribution or in the case of
Awards  other than  Incentive  Stock  Options  pursuant to a qualified  domestic
relations  order,  as  defined  in the Code or  Title I of  ERISA  or the  rules
thereunder.
<PAGE>
       15.  Employee  Rights Under the Plan.  No  director,  officer or employee
shall have a right to be selected as a Participant nor, having been so selected,
to be selected  again as a  Participant  and no director,  officer,  employee or
other person shall have any claim or right to be granted an Award under the Plan
or  under  any  other  incentive  or  similar  plan  of the  Corporation  or any
Affiliate.  Neither the Plan nor any action taken  thereunder shall be construed
as giving any employee any right to be retained in the employ of the Corporation
or any Affiliate.

       16. Delivery and Registration of Stock. The  Corporation's  obligation to
deliver Shares with respect to an Award shall, if the Committee so requests,  be
conditioned upon the receipt of a representation as to the investment  intention
of the Participant to whom such Shares are to be delivered,  in such form as the
Committee  shall  determine  to be  necessary  or  advisable  to comply with the
provisions of the Securities  Act of 1933 or any other  Federal,  state or local
securities legislation or regulation. It may be provided that any representation
requirement shall become inoperative

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upon a registration  of the Shares or other action  eliminating the necessity of
such representation  under such Securities Act or other securities  legislation.
The Corporation shall not be required to deliver any Shares under the Plan prior
to (i) the  admission  of such shares to listing on any stock  exchange or other
system on which  Shares  may then be  listed,  and (ii) the  completion  of such
registration  or other  qualification  of such Shares under any state or Federal
law, rule or  regulation,  as the Committee  shall  determine to be necessary or
advisable.

       17.  Withholding Tax. The Corporation shall have the right to deduct from
all amounts  paid in cash with respect to the exercise of a Right under the Plan
any taxes  required by law to be withheld  with  respect to such cash  payments.
Where a Participant  or other person is entitled to receive  Shares  pursuant to
the exercise of an Option or Right pursuant to the Plan, the  Corporation  shall
have the  right to  require  the  Participant  or such  other  person to pay the
Corporation  the  amount  of any taxes  which the  Corporation  is  required  to
withhold with respect to such Shares, and may, in its sole discretion,  withhold
sufficient Shares to cover the amount of taxes which the Corporation is required
to withhold.

       18.  Amendment or Termination.  The Board of Directors of the Corporation
may amend,  suspend or terminate the Plan or any portion thereof at any time but
no  amendment  shall  be  made  without  approval  of  the  stockholders  of the
Corporation  which  shall,  (i)  increase  the  aggregate  number of Shares with
respect to which Awards may be made under the Plan  (except  pursuant to Section
11), (ii) materially change the requirements as to eligibility for participation
in the Plan or (iii) change the class of persons  eligible to participate in the
Plan; provided, however, that no such amendment, suspension or termination shall
impair  the  rights  of any  Participant,  without  his  consent,  in any  Award
theretofore made pursuant to the Plan.

       19. Effective Date and Term of Plan. The Plan shall become effective upon
its ratification by stockholders of the Corporation. It shall continue in effect
for a term of ten years unless sooner terminated under Section 18 hereof.
<PAGE>
       20. Initial Grant. By, and simultaneously  with, the ratification of this
Plan by the  stockholders  of the  Corporation,  each  member  of the  Board  of
Directors of the  Corporation  at the time of stockholder  ratification  of this
Plan  who  is  not  a  full-time   Employee,   is  hereby  granted  a  ten-year,
Non-Qualified  Stock Option to purchase 8,926 Shares.  Each such Option shall be
evidenced by a  Non-Qualified  Stock Option  Agreement in a form approved by the
Board of  Directors  and  shall be  subject  in all  respects  to the  terms and
conditions of this Plan, which are controlling.  All Options granted pursuant to
this  section  shall  vest in five  equal  annual  installments  with the  first
installment  vesting on the first  anniversary of the date of grant,  subject to
Section 13 of this Plan and to the Director maintaining  Continuous Service with
the Corporation or its Affiliates since the date of grant.



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