<PAGE>   1
EXHIBIT 10.26
                               MCA FINANCIAL CORP.
                       1997 EMPLOYEE STOCK INCENTIVE PLAN
                             (Effective May 1, 1997)

                              I. GENERAL PROVISIONS

         1.1 Adoption of Plan. Effective May 1, 1997, the plan described herein
is hereby adopted as the MCA Financial Corp. 1997 Employee Stock Incentive Plan
(the "Plan").

         1.2 Purpose. The purpose of the Plan is to promote the best interests
of the Corporation and its shareholders by encouraging Employees of the
Corporation and its Subsidiaries to acquire a proprietary interest in the
Company through Options, Stock Appreciation Rights, Restricted Stock grants or
Performance Share awards and by rewarding outstanding performance of Employees
through Bonus Share awards, thus identifying their interests with those of
shareholders and encouraging Employees to make greater efforts on behalf of the
Corporation to achieve the Corporation's long-term business plans and
objectives.

         1.3 Definitions. As used in this Plan, the following terms have the
meaning described below:

         (a) "Agreement" means the written agreement that sets forth the terms
of a Participant's Option, Stock Appreciation Right, Restricted Stock grant or
Performance Share Award.

         (b) "Board" means the Board of Directors of the Corporation.

         (c) "Bonus Share award" means an award granted in accordance with
Article VI of the Plan.

         (d) "Change in Control" means the occurrence of any of the following
events: (i) if any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act, or group of persons acting in concert, other than the
Corporation, a Subsidiary or an employee benefit plan or employee benefit plan
trust maintained by the Corporation or a Subsidiary becomes the "beneficial
owner" (as such term is defined in Rule 13d-3 of the Exchange Act, except that a
person also shall be deemed the beneficial owner of all securities which such
person may have a right to acquire, whether or not such right is presently
exercisable), directly or indirectly, of securities of the Corporation
representing 50% or more of the combined voting power of the Corporation's then
outstanding securities ordinarily having the right to vote in the election of
directors; or (ii) a liquidation or dissolution of the Corporation, sale of
substantially all of the assets of the Corporation, or a merger, consolidation
or combination in which the Corporation is not the survivor; or (iii) the
addition of new members to the Board within any consecutive 24-month period,
which members constitute a majority of the Board, unless a majority of the Board
consists of (i) incumbent members of the Board in office prior to the
commencement of such 24-month period, plus (ii) new members who were recommended
or appointed by a majority of the incumbent directors in office immediately
prior to the addition of such new members to the Board.

<PAGE>   2


         (e) "Code" means the Internal Revenue Code of 1986, as amended.

         (f) "Committee" means any two or more directors of the Corporation who
have been specifically authorized as a committee to administer this Plan.

         (g) "Common Stock" means shares of the Corporation's authorized common
stock.

         (h) "Corporation" means MCA Financial Corp., a Michigan corporation.

         (i) "Disability" means total and permanent disability, as defined in
Code Section 22(e).

         (j) "Employee" means an employee of the Corporation or Subsidiary, who
has an "employment relationship" with the Corporation or a Subsidiary, as
defined in Treasury Regulation 1.421-7(h), and the term "employment" means
employment with the Corporation, or a Subsidiary of the Corporation.

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

         (l) "Fair Market Value" means for purposes of determining the value of
Common Stock on the Grant Date or on the date of exercise, the book value per
share of Common Stock as of the end of the fiscal quarter next preceding the
Grant Date or date of exercise, or, if the Common Stock is eligible for trading
on a nationally-recognized inter-dealer quotation system or a national
securities exchange, the average of the bid and asked prices of Common Stock
transactions as reported in The Wall Street Journal on the Grant Date or the
date of exercise, as applicable. In the event that there are no Common Stock
transactions on such date, the Fair Market Value shall be determined as of the
immediately preceding date on which there were Common Stock transactions.

         (m) "Grant Date" means the date on which the Committee authorizes an
individual Option, Stock Appreciation Right, Restricted Stock grant, Performance
Share Award or Bonus Share Award, or such later date as shall be designated by
the Committee.

         (n) "Incentive Stock Option" means an Option that is intended to meet
the requirements of Section 422 of the Code.

         (o) "Nonqualified Stock Option" means an Option that is not intended to
constitute an Incentive Stock Option.

         (p) "Option" means either an Incentive Stock Option or a Nonqualified
Stock Option.

         (q) "Participant" means an Employee designated by the Committee to
participate in the Plan.

                                       2

<PAGE>   3


         (r) "Performance Share Award" means an award granted in accordance with
Article V of the Plan.

         (s) "Restriction Period" means the period of time during which a
Participant's Restricted Stock grant is subject to restrictions and is
nontransferable.

         (t) "Restricted Stock" means Common Stock that is subject to
restrictions.

         (u) "Stock Appreciation Right" means the right to receive a cash or
Common Stock payment from the Corporation upon the surrender of a tandem Option,
in accordance with Article III of the Plan. Where pertinent, all provisions of
this Plan affecting the use of Options shall apply in the same manner to Stock
Appreciation Rights related to such Options.

         (v) "Subsidiary" means a corporation defined in Code Section 424(f).

         1.4 Administration. The Plan shall be administered by the Committee, in
accordance with Securities and Exchange Commission Rule 16b-3. The Committee
shall interpret the Plan, prescribe, amend, and rescind rules and regulations
relating to the Plan, and make all other determinations necessary or advisable
for its administration. The decision of the Committee on any question concerning
the interpretation of the Plan or any Option, Stock Appreciation Right,
Restricted Stock grant, Performance Share Award or Bonus Share award granted
under the Plan shall be final and binding upon all Participants.

         1.5 Participants. Participants in the Plan shall be such Employees
(including Employees who are directors) of the Corporation and its Subsidiaries
as the Committee may select from time to time. The Committee may grant Options,
Stock Appreciation Rights, Restricted Stock and Performance Share Awards to an
individual upon the condition that the individual become an Employee of the
Corporation or of a Subsidiary, provided that the Option, Stock Appreciation
Right, Restricted Stock grant or Performance Share Award shall be deemed to be
granted only on the date that the individual becomes an Employee.

         1.6 Stock. Subject to adjustment as provided in Article VII, the total
number of shares of Common Stock available for grants and awards under the Plan
in each calendar year during any part of which the Plan is in effect shall be
200,000 shares. Shares subject to any unexercised portion of a terminated,
canceled or expired Option, Restricted Stock grant or Performance Share Award
granted hereunder may again be subjected to grants under the Plan, but shares
surrendered pursuant to the exercise of a tandem Option or Restricted Stock
grant are not available for future grants.

                                II. STOCK OPTIONS

         2.1 Grant of Options. (a) The Committee, at any time and from time to
time, subject to Section 8.7, may grant Options to such Employees and for such
number of shares of Common Stock as it shall designate. Any Participant may hold
more than one Option under the Plan and any other 

                                       3

<PAGE>   4



Plan of the Corporation or Subsidiary. The Committee shall determine the general
terms and conditions of exercise, including any applicable vesting requirements,
which shall be set forth in a Participant's Option Agreement. The Committee may
designate any Option granted as either an Incentive Stock Option or a
Nonqualified Stock Option, or the Committee may designate a portion of an Option
as an Incentive Stock Option or a Nonqualified Stock Option. At the discretion
of the Committee, an Option may be granted in tandem with a Stock Appreciation
Right or Restricted Stock Award.

         (b) Each Option granted under the Plan shall meet all of the terms and
conditions of the Plan, except that an Incentive Stock Option shall comply with
the additional requirements of Section 2.2.

         2.2 Incentive Stock Options. Any Option intended to constitute an
Incentive Stock Option shall comply with the requirements of this Section 2.2.
No Incentive Stock Option shall be granted with an exercise price below its Fair
Market Value on the Grant Date or with an exercise term that extends beyond 10
years from the Grant Date. An Incentive Stock Option shall not be granted to any
Participant who owns (within the meaning of Code Section 424(d)) stock of the
Corporation or any Subsidiary possessing more than 10% of the total combined
voting power of all classes of stock of the Corporation or a Subsidiary unless,
at the Grant Date, the exercise price for the Option is at least 110% of the
Fair Market Value of the shares subject to the Option and the Option, by its
terms, is not exercisable more than five (5) years after the Grant Date. The
aggregate Fair Market Value of the underlying Common Stock (determined at the
Grant Date) as to which Incentive Stock Options granted under the Plan
(including a plan of a Subsidiary) may first be exercised by a Participant in
any one calendar year shall not exceed $100,000. To the extent that an Option
intended to constitute an Incentive Stock Option shall violate the foregoing
$100,000 limitation, the portion of the Option that exceeds the $100,000
limitation shall be deemed to constitute a Nonqualified Stock Option.

         2.3 Option Price. The Committee shall determine the Option price per
share for each Option granted under the Plan. The Committee, at its discretion,
may grant Nonqualified Stock Options with an exercise price below 100% of the
Fair Market Value of Common Stock on the Grant Date.

         2.4 Payment for Option Shares. (a) The purchase price for shares of
Common Stock to be acquired upon exercise of an Option granted hereunder shall
be paid in full in cash or by personal check, bank draft or money order at the
time of exercise; provided, however, that in lieu of such form of payment a
Participant may pay such purchase price in whole or in part by tendering shares
of Common Stock, duly endorsed for transfer (or with duly executed stock powers
attached), or in any combination of the above. Shares of Common Stock
surrendered upon exercise shall be valued at Fair Market Value (as defined
above). Participants who are subject to short swing profit restrictions under
the Exchange Act and who exercise an Option by tendering previously-acquired
shares shall do so only in accordance with the provisions of Rule 16b-3 of the
Exchange Act.


                                       4


<PAGE>   5

         (b) Notwithstanding the foregoing, any Options granted under this Plan
shall be deemed exercised by delivery to the Corporation of a properly executed
exercise notice, acceptable to the Corporation, together with irrevocable
instructions to the Participant's broker to deliver to the Corporation
sufficient cash to pay the exercise price and any applicable income and
employment withholding taxes, in accordance with a written agreement between the
Corporation and the brokerage firm ("cashless exercise procedure").

                         III. STOCK APPRECIATION RIGHTS

         3.1 Grant of Stock Appreciation Rights. Stock Appreciation Rights may
be granted, held and exercised in such form as set by the Committee on an
individual basis. The Committee may grant a Stock Appreciation Right at the time
an Option is granted or may subsequently amend a Participant's Option Agreement
to add a Stock Appreciation Right to a Nonqualified Stock Option. A Stock
Appreciation Right may be granted to a Participant with respect to such number
of shares of Common Stock as the Committee may determine. The number of shares
covered by the Stock Appreciation Right shall not exceed the number of shares of
Common Stock which the Participant may purchase upon the exercise of the related
Option.

         3.2 Exercise of Stock Appreciation Rights. A Stock Appreciation Right
shall be deemed exercised upon receipt by the Corporation of the Participant's
written notice. Except as permitted under Securities and Exchange Commission
Rule 16b-3, notice of exercise of a Stock Appreciation Right by a Participant,
who is subject to the insider trading restrictions of Section 16(b) of the
Exchange Act, shall be limited to the period beginning on the third day
following the release of the Corporation's quarterly or annual summary of
earnings and ending on the twelfth business day after such release. The exercise
term of each Stock Appreciation Right shall be the period set by the related
Option. A Stock appreciation right shall be exercisable only at such times and
in such amounts as the related Option may be exercised.

         3.3 Stock Appreciation Right Entitlement. Upon the exercise of a Stock
Appreciation Right, the Participant shall be required to surrender the
associated Option, and shall be entitled to a payment from the Corporation in
cash, shares, or partly in each (as determined by the Committee in accordance
with any applicable terms in the Agreement), of an amount equal to the
difference between --

             (a)     the Fair Market Value of the number of shares subject to
                     the Stock Appreciation Right on the date of exercise, and

             (b)     the exercise price of the associated Option multiplied by
                     the number of shares available under the Option.

                                       5

<PAGE>   6

                              IV. RESTRICTED STOCK

         4.1 Grant of Restricted Stock. Subject to the terms and conditions of
the Plan, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under this Plan to such Employees and in such amounts as it
shall determine.

         4.2 Restricted Stock Agreement. Each grant of Restricted Stock shall be
evidenced by a Restricted Stock Agreement that shall specify the terms of the
restrictions, including the restriction period, or periods, the number of
Restricted Stock shares subject to the grant, and such other provisions as the
Committee shall determine.

         4.3 Transferability. Except as provided in this Article IV of the Plan,
the shares of Restricted Stock granted hereunder may not be transferred,
pledged, assigned, or otherwise alienated or hypothecated until the termination
of the applicable Period of Restriction or for such period of time as shall be
established by the Committee and as shall be specified in the Restricted Stock
Agreement, or upon the earlier satisfaction of other conditions as specified by
the Committee in its sole discretion and as set forth in the Restricted Stock
Agreement. All rights with respect to the Restricted Stock granted to a Employee
shall be exercisable during a Participant's lifetime only by the Participant.

         4.4 Other Restrictions. The Committee shall impose such other
restrictions on any shares of Restricted Stock granted under the Plan as it may
deem advisable including, without limitation, restrictions under applicable
Federal or State securities laws, and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions.

         4.5 Certificate Legend. In addition to any legends placed on
certificates pursuant to Sections 4.3 and 4.4, each certificate representing
shares of Restricted Stock shall bear the following legend:

             "The   sale,   transfer,   disposition,   pledge,
             hypothecation or encumbrance,  whether voluntary,
             involuntary  or  by  operation  of  law,  of  the
             securities  represented  by this  certificate  is
             subject to certain  restrictions  on transfer set
             forth in the MCA  Financial  Corp.  1997 Employee
             Stock   Incentive   Plan   ("Plan"),   rules  and
             administrative  guidelines  adopted  pursuant  to
             such Plan and a Restricted Stock Agreement, which
             also provides for  forfeiture of said  securities
             under certain circumstances. Copies of all of the
             foregoing  may be obtained  from the Secretary of
             the corporation."

         4.6 Removal of Restrictions. Except as otherwise provided in this
Article IV of the Plan, and subject to applicable federal and state securities
laws, shares covered by each Restricted Stock grant made under the Plan shall
become freely transferable by the Participant after the last day of the


                                       6

<PAGE>   7


Restriction Period. Once the shares are released from the restrictions, the
Participant shall be entitled to have the legend required by Section 4.5 of this
Plan removed from his Stock certificate; provided, that the Committee shall have
the discretion to accelerate the lapse of such restrictions in the applicable
Restriction Period with respect to all or any part of a Restricted Stock grant.

         4.7 Voting Rights. During the Restriction Period, Participants holding
shares of Restricted Stock granted hereunder (including Restricted Stock that
has been granted in tandem with an Option) may exercise full voting rights with
respect to the Restricted Stock.

         4.8 Dividends and Other Distributions. During the Restriction Period, a
Participant shall be entitled to receive all dividends and other distributions
paid with respect to such Restricted shares. If any dividends or distributions
are paid in shares of Common Stock during the Restriction Period, the dividend
or other distribution shares shall be subject to the same restrictions on
transferability as the shares of Restricted Stock with respect to which they
were paid.

                              V. PERFORMANCE SHARE AWARDS

         5.1 Grant of Performance Share Awards. The Committee, at its
discretion, may grant Performance Share Awards to Employees of the Corporation
or its Subsidiaries.

         5.2 Terms of Performance Share Awards. In general, Performance Share
Awards shall consist of rights to receive cash, Common Stock or a combination of
each, if designated performance goals are achieved. The terms of a Participant's
Share Performance Award shall be set forth in his individual Share Performance
Agreement. Each Agreement shall specify the performance goals applicable to a
particular Employee or group of Employees, the period over which the targeted
goals are to be attained, the payment schedule if the goals are attained, and
any other terms, conditions and restrictions applicable to an individual
Performance Share Award and not inconsistent with the provisions of the Plan.

                                 VI. OTHER SHARE AWARDS

         6.1 Award of Shares. The Committee, at its discretion, may award Shares
to Employees or prospective employees of the Corporation or its subsidiaries,
which may be (but are not required to be) based upon an Employee's performance
during a particular period of time in comparison to what was expected from such
Employee at the beginning of such period. The Committee need not specify
performance expectations prior to deciding to award Shares to an Employee.

         6.2 Terms of Share Awards. An award of Shares by the Committee pursuant
to this Article VI shall be approved or subsequently ratified by the Company's
Board of Directors, and such approval or ratification by the Board shall also
include specific authorization for the issuance of such shares and their
delivery to the Employee. Upon issuance, all Shares awarded pursuant to Article
VI shall be fully-paid and nonassessable, and shall not be subject to any
restrictions on their resale 

                                       7

<PAGE>   8


by the Employee, other than restrictions imposed on Affiliates of the Company
under the Securities Act of 1933, as amended.


                         VII. TERMINATION OF EMPLOYMENT

         7.1 Options and Stock Appreciation Rights. (a) If, prior to the date
that an Option or Stock Appreciation Right first becomes exercisable, a
Participant's employment is terminated for any reason other than death,
Disability or Retirement, or if the Participant resigns or otherwise initiates a
termination of employment, the Participant's right to exercise the Option or
Stock Appreciation Right shall immediately terminate and all rights thereunder
shall cease.

         (b) If, on or after the date that an Option or Stock Appreciation Right
first becomes exercisable, a Participant's employment is terminated due to
death, Disability, or Retirement, the Participant or the estate or personal
representative of a deceased Participant shall have the right, by the earlier of
(i) the expiration date of the Option or Stock Appreciation Right, and (ii)
three months after termination of employment for an Incentive Stock Option and
the period designated in the Participant's Agreement for a Nonqualified Stock
Option, to exercise the Option or Stock Appreciation Right to the extent that it
was exercisable and unexercised on the date of the Participant's termination of
employment, subject to any other limitation on the exercise of the Option or
Stock Appreciation Right in effect on the date of exercise. The Committee may
designate in a Participant's Agreement that an Option or Stock Appreciation
Right shall terminate at an earlier time than set forth above.

         (c) The Committee, at the time of a Participant's termination, may
accelerate the term of an Option or extend the exercise period of an Option or
Stock Appreciation Right.

         7.2 Restricted Stock. If a Participant's employment terminates for any
reason during the Restriction Period (including death, Disability or
Retirement), the Participant's Restricted Stock still subject to the Restriction
Period automatically shall be forfeited to the Corporation; provided, however,
that the Committee, in its sole discretion, may waive the restrictions remaining
on any or all shares of Restricted Stock and add such new restrictions to such
shares of Restricted Stock as it deems appropriate.

         7.3 Performance Shares. Performance Share Awards shall be forfeited
upon a Participant's termination of employment for any reason other than death,
Disability or Retirement.

         7.4 Bonus Shares. The termination of employment of a Participant shall
not affect his or her ownership of shares received as part of a Bonus Share
award.

         7.5 Employment with Competitor. For Options, Stock Appreciation Rights,
Restricted Stock grants and Performance Share Awards granted, the Committee may
provide that if a Participant accepts employment with a competitor of the
Corporation or a Subsidiary at any time 

                                       8

<PAGE>   9

within two years after the exercise of an Option or Stock Appreciation Right
hereunder, or the lapse of the Restriction Period on Restricted Stock granted
hereunder, or the payment of a Performance Share Award granted hereunder, the
Participant shall return to the Corporation either (a) the shares awarded or (b)
a cash amount equal to the (i) Option spread on the date of exercise, (ii) Fair
Market Value of Common Stock or amount of any cash payment received by the
Participant from a Stock Appreciation Right, (iii) Fair Market Value of
Restricted Stock received by the Participant on the date the Restriction Period
lapsed, or (iv) Fair Market Value of Common Stock or the amount of any cash
payment received by the Participant from a Performance Share Award, as
applicable.

         7.6 Other Provisions. The transfer of an Employee from one corporation
to another among the Corporation and any of its Subsidiaries, or a leave of
absence that has been approved by the Board shall not be a termination of
employment for purposes of the Plan.

                     VIII. ADJUSTMENTS AND CHANGE IN CONTROL

         8.1 Adjustments. (a) The total amount of Common Stock for which
Options, Stock Appreciation Rights, Restricted Stock and Performance Share
Awards may be granted under the Plan, and the number of shares subject to any
such grants or awards (both as to the number of shares of Common Stock and the
Option price), shall be appropriately adjusted for any increase or decrease in
the number of outstanding shares of Common Stock resulting from payment of a
stock dividend on Common Stock, a subdivision or combination of shares of Common
Stock, or a reclassification of Common Stock, and, pursuant to the paragraph
below, in the event of a merger in which the Corporation shall be the surviving
corporation.

         (b) The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Board in its sole discretion.
Any such adjustment may provide for the elimination of any fractional share
which might otherwise become subject to an Option, Stock Appreciation Right,
Restricted Stock grant or Performance Share Award.

         8.2 Change in Control. (a) Anything contained herein to the contrary,
upon a Change in Control, any outstanding Option or Stock Appreciation Right
granted hereunder shall immediately become exercisable in full, regardless of
any installment provision applicable to such Option or Stock Appreciation Right,
and the remaining Restriction Period on any Restricted Stock granted hereunder
immediately shall lapse and the shares shall become fully transferable, subject
to any applicable federal or state securities laws. Any outstanding Performance
Share Award shall become immediately payable to the extent that the performance
goals have been attained as of the Change in Control, and prorated for the
portion of the performance term that has expired as of the date of the Change in
Control.

         (b) Notwithstanding the foregoing, to the extent that the acceleration
of a grant or award is deemed to constitute a "golden parachute payment" under
Code Section 280G and such payment, when aggregated with other golden parachute
payments to the Participant results in an "excess golden parachute payment"
under Code Section 280G, any accelerated payment under this Section 


                                       9


<PAGE>   10



8.2 shall be reduced to the highest permissible amount that shall not subject
the Participant to an excess golden parachute excise tax under Code Section 4999
and shall entitle the Corporation to retain its full compensation tax deduction
for the payment.

                                IX. MISCELLANEOUS

         9.1 Partial Exercise/Fractional Shares. The Committee may permit, and
shall establish procedures for, the partial exercise of Options and Stock
Appreciation Rights granted under the Plan. No fractional shares shall be issued
in connection with the exercise of a Stock Appreciation Right or Performance
Share Award; instead, the Fair Market Value of the fractional shares shall be
paid in cash, or at the discretion of the Committee, the number of shares shall
be rounded down to the nearest whole number of shares and any fractional shares
shall be disregarded.

         9.2 Rule 16b-3 Requirements. Notwithstanding any other provision of the
Plan, the Committee may impose such conditions on the exercise of an Option or
Stock Appreciation Right, or the grant of Restricted Stock or a Performance
Share Award (including, without limitation, the right of the Committee to limit
the time of exercise to specified periods) as may be required to satisfy the
requirements of Rule 16b-3 of the Exchange Act.

         9.3 Rights Prior to Issuance of Shares. No Participant shall have any
rights as a shareholder with respect to shares covered by an Option, Stock
Appreciation Right, Restricted Stock grant or Share Performance Award until the
issuance of a stock certificate for such shares. No adjustment shall be made for
dividends or other rights with respect to such shares for which the record date
is prior to the date the certificate is issued.

         9.4 Non-Assignability. No Option, Stock Appreciation Right, Restricted
Stock grant or Performance Share Award shall be transferable by a Participant
except by will or the laws of descent and distribution. During the lifetime of a
Participant, an Option or Stock Appreciation Right shall be exercised only by
the Participant. No transfer of an Option, Stock Appreciation Right, Restricted
Stock grant or Performance Share Award by will or the laws of descent and
distribution shall be effective to bind the Corporation unless the Corporation
shall have been furnished with written notice thereof and a copy of the will or
such evidence as the Corporation may deem necessary to establish the validity of
the transfer and the acceptance by the transferee of the terms and conditions of
the Option, Stock Appreciation Right, Restricted Stock grant or Performance
Share Award.

         9.5. Securities Laws. (a) Anything to the contrary herein
notwithstanding, the Corporation's obligation to sell and deliver Common Stock
pursuant to the exercise of an Option or Stock Appreciation Right or deliver
Common Stock pursuant to a Restricted Stock grant or Performance Share Award is
subject to such compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities as the Corporation
deems necessary or advisable. The Corporation shall not be required to sell and
deliver Common Stock unless and until it receives satisfactory assurance that
the issuance or transfer of such shares shall not violate any of the provisions
of the Securities Act of 1933 or the Securities Exchange Act of 


                                       10


<PAGE>   11



1934, or the rules and regulations of the Securities Exchange Commission
promulgated thereunder or those of the Nasdaq Stock Market or any stock exchange
on which the Common Stock may be listed, the provisions of any state laws
governing the sale of securities, or that there has been compliance with the
provisions of such acts, rules, regulations and laws.

         (b) The Committee may impose such restrictions on any shares of Common
Stock acquired pursuant to the exercise of an Option or Stock Appreciation Right
or the grant of Restricted Stock or a Performance Share Award under the Plan as
it may deem advisable, including, without limitation, restrictions (i) under
applicable federal securities laws, (ii) under the requirements of NASDAQ or any
stock exchange or other recognized trading market upon which such shares of
Common Stock are then listed or traded, and (iii) under any blue sky or state
securities laws applicable to such shares. No shares shall be issued until
counsel for the Corporation has determined that the Corporation has complied
with all requirements under appropriate securities laws.

         9.6 Withholding Taxes. (a) The Corporation shall have the right to
withhold from a Participant's compensation or require a Participant to remit
sufficient funds to satisfy applicable withholding for income and employment
taxes upon the exercise of an Option or Stock Appreciation Right or the lapse of
the Restriction Period on a Restricted Stock grant or the payment of a
Performance Share Award or the payment of a Bonus Share award. In connection
with the exercise of an Option, a Participant may make a written election to
tender previously-acquired shares of Common Stock or have shares of stock
withheld from the exercise, provided that the shares have an aggregate Fair
Market Value sufficient to satisfy in whole or in part the applicable
withholding taxes. The cashless exercise procedure of Section 2.4 may be
utilized to satisfy the withholding requirements related to the exercise of an
Option.

         (b) Except as permitted under Rule 16b-3, a Participant subject to the
insider trading restrictions of Section 16(b) of the Exchange Act may use Common
Stock to satisfy the applicable withholding requirements only if notice of
election to exercise is given to the Committee within the 10-day "window
periods" set forth in Rule 16b-3, or such election is made at least six months
prior to the date on which the exercise of the Option or Stock Appreciation
Right, or the receipt of the Restricted Stock grant or Performance Share Award
becomes taxable. Any election by a Participant to utilize Common Stock for
withholding purposes is subject to the discretion of the Committee.

         9.7 Termination and Amendment. (a) The Board may terminate the Plan, or
the granting of Options, Stock Appreciation Rights, Restricted Stock,
Performance Share Awards or Bonus Share awards under the Plan, at any time. No
Incentive Stock Option shall be granted under the Plan 10 years after adoption
of the Plan by the Board of Directors.

         (b) The Board may amend or modify the Plan at any time and from time to
time, but no amendment or modification shall (i) materially increase the
benefits accruing to Participants under the Plan; (ii) increase the amount of
Common Stock for which grants and awards may be made under the Plan, except as
permitted under Sections 1.6 and 7.1; or (iii) change the provisions relating to
the eligibility of individuals to whom grants and awards may be made under the
Plan.


                                       11

<PAGE>   12

         (c) No amendment, modification, or termination of the Plan shall in any
manner affect any Option, Stock Appreciation Right, Restricted Stock grant or
Performance Share Award granted under the Plan without the consent of the
Participant holding the Option, Stock Appreciation Right, Restricted Stock grant
or Performance Share Award.

         9.8 Effect on Employment. Neither the adoption of the Plan nor the
granting of any Option, Stock Appreciation Right, Restricted Stock, Performance
Share Award or Bonus Share award pursuant to the Plan shall be deemed to create
any right in any individual to be retained or continued in the employment of the
Corporation or a Subsidiary.

         9.9 Use of Proceeds. The proceeds received from the sale of Common
Stock pursuant to the Plan will be used for general corporate purposes of the
Corporation.




                                       12