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                                   AETNA INC.
                            2000 STOCK INCENTIVE PLAN

SECTION 1.        PURPOSE.

         The purposes of this Plan are to promote the interests of the Company
and its shareholders, and further align the interests of shareholders and
Participants by:

                  (i) motivating Participants through Awards tied to total
         return to shareholders (i.e., stock price appreciation and dividends);

                  (ii) attracting and retaining outstanding individuals as
         Participants;

                  (iii) enabling Participants to acquire additional equity
         interests in the Company;

                  (iv) providing compensation opportunities dependent upon the
         Company's performance relative to its competitors and changes in its
         own performance over time; and

                  (v) providing for the grant of Adjusted Options in connection
         with the transactions under the Merger Agreement pursuant to which the
         Company ceased to be a wholly-owned subsidiary of Aetna, Inc., a
         Connecticut corporation (the "FORMER PARENT").


SECTION 2.        DEFINITIONS.

         "ADJUSTED OPTION" shall mean an Option which is granted under Section
10 in substitution for an outstanding option previously granted by the Former
Parent.

         "AFFILIATE" shall mean any corporation or other entity (other than the
Company or one of its Subsidiaries) in which the Company directly or indirectly
owns at least twenty percent (20%) of the combined voting power of all classes
of stock of such entity or at least twenty percent (20%) of the ownership
interests in such entity.

         "AWARD" shall mean a Adjusted Option and any other grant or award under
the Plan, as evidenced in a written document delivered to a Participant as
provided in Section 13(b).

         "BOARD" shall mean the Board of Directors of the Company.

         "CAUSE" shall mean (i) the willful failure by the Participant to
perform substantially the Participants duties as an employee of the Company
(other than due to physical or mental illness) after reasonable notice to the
Participant, (ii) the Participants engaging in serious misconduct that is
injurious to the Company, any Subsidiary or any Affiliate, (iii) the
Participants having been convicted of, or entered a plea of nolo contendere to,
a crime that constitutes a felony, (iv) the breach by the Participant of any
written covenant or agreement not to compete with the Company, any Subsidiary or
any Affiliate or (v) the breach by the Participant of his or her duty of loyalty
to the Company which shall include, without limitation, (A) the disclosure by
the Participant of any confidential information pertaining to the Company, any
Subsidiary or any Affiliate, (B) the harmful interference by the Participant in
the business or operations of the Company, any Subsidiary or any Affiliate, (C)
any attempt by the Participant directly or indirectly to induce any employee,
insurance agent, insurance broker or broker-dealer of the Company, any
Subsidiary or any Affiliate to be employed or perform services elsewhere, (D)
any attempt by the Participant directly or indirectly to solicit the trade of
any customer or supplier, or prospective customer or supplier, of the Company or
(E) any breach or violation of the Companys Code of Conduct.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended, and
the regulations thereunder.

         "COMMITTEE" shall mean a committee of the Board as may be designated by
the Board to administer the Plan, which, to the extent necessary to comply with
Section 16 of the Exchange Act and Section 162 (m) of the Code, shall consist of
at least two directors of the Company chosen by the Board each of whom is a
"non-employee director" within the meaning of Rule 16b-3 under the Exchange Act
and an "outside director" within the meaning of Section 162(m).

         "COMMON STOCK" shall mean the common stock, $.01 par value, of the
Company.

         "COMPANY" shall mean Aetna Inc., a Pennsylvania corporation.
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         "ELIGIBLE EMPLOYEE" shall mean each employee of the Company, its
Subsidiaries or its Affiliates, but shall not include directors who are not
employees of such entities; provided that, in the case of the Adjusted Options,
the term Eligible Employee shall mean each person who is eligible to receive an
Adjusted Option. Any individual the Company designates as, or otherwise
determines to be, an independent contractor shall not be considered an Eligible
Employee, and such designation or determination shall govern regardless of
whether such individual is ultimately determined to be an employee pursuant to
the Code or any other applicable law.

         "EMPLOYMENT" shall mean, for purposes of determining whether a
termination of employment has occurred under the Plan, continuous and regular
salaried employment with the Company, a Subsidiary or an Affiliate, which shall
include (unless the Committee shall otherwise determine) any period of vacation,
any approved leave of absence or any salary continuation or severance pay period
and, at the discretion of the Committee, may include service with any former
Subsidiary or Affiliate of the Company. For this purpose, regular salaried
employment means scheduled employment of at least 20 hours per week.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         "EXECUTIVE OFFICER" shall mean those persons who are officers of the
Company within the meaning of Rule 16a-l(f) of the Exchange Act.

         "FAIR MARKET VALUE" shall mean on any date, with respect to a share of
Common Stock, the closing price of a share of Common Stock as reported by the
Consolidated Tape of New York Stock Exchange Listed Shares on such date, or, if
no shares were traded on such Exchange on such date, on the next date on which
the Common Stock is traded.

         "FUNDAMENTAL CORPORATE EVENT" shall mean any stock dividend,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, offering to
purchase Common Stock at a price substantially below fair market value, or other
similar event.

         "INCENTIVE STOCK" shall mean an Award of Common Stock granted under
Section 7 which may become vested and nonforfeitable upon the passage of time
and/or the attainment, in whole or in part, of performance objectives determined
by the Committee.

         "INCENTIVE STOCK OPTION" shall mean an option which is intended to meet
the requirements of Section 422 of the Code.

         "INCENTIVE UNIT" shall mean an Award of a contractual right granted
under Section 7 to receive Common Stock (or, at the discretion of the Committee,
cash based on the Fair Market Value of the Common Stock) which may become vested
and nonforfeitable upon either the passage of time and/or the attainment, in
whole or in part, of performance objectives determined by the Committee.

         "MERGER AGREEMENT" shall mean the Agreement and Plan of Restructuring
and Merger among ING America Insurance Holdings, Inc., ANB Acquisition Corp.,
the Former Parent and for limited purposes only, ING Groep N.V., dated as of
July 19, 2000.

         "MERGER DATE" shall mean the date of the closing of the transactions
contemplated by the Merger Agreement.

         "NONSTATUTORY STOCK OPTION" shall mean an Option which is not intended
to be an Incentive Stock Option.

         "OPTION" shall mean the right granted under Section 5 to purchase the
number of shares of Common Stock specified by the Committee, at a price and for
the term fixed by the Committee in accordance with the Plan and subject to any
other limitations and restrictions as this Plan and the Committee shall impose,
and shall include both Incentive Stock Options and Nonstatutory Stock Options.

         "OTHER STOCK-BASED AWARD" shall mean any right granted under Section 8.

         "PARTICIPANT" shall mean an Eligible Employee who is selected by the
Committee to receive an Award under the Plan and any recipient of an (i)
Adjusted Option granted under Section 10 or (ii) Substitute Award as
contemplated under Section 4(c).

         "PLAN" shall mean the Aetna Inc. 2000 Stock Incentive Plan, described
herein, and as may be amended from time to time.

         "PRIOR PLAN" shall mean, collectively, the Aetna Inc. 1996 Stock
Incentive Plan and the Aetna Inc. 1998 Stock Incentive Plan.

         "RESTRICTED PERIOD" shall mean the period during which a grant of
Incentive Stock or Incentive Units is subject to forfeiture.

         "STOCK APPRECIATION RIGHT" shall mean a right granted under Section 6.

         "SUBSIDIARY" shall mean any entity of which the Company possesses
directly or indirectly fifty percent (50%) or more of the total combined voting
power of all classes of stock of such entity.
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         "SUBSTITUTE AWARDS" shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines.

SECTION 3.        ADMINISTRATION.

         The Plan shall be administered by the Committee. The Committee shall
have the responsibility of construing and interpreting the Plan and of
establishing and amending such rules and regulations as it deems necessary or
desirable for the proper administration of the Plan. Any decision or action
taken or to be taken by the Committee, arising out of or in connection with the
construction, administration, interpretation and effect of the Plan and of its
rules and regulations, shall, to the maximum extent permitted by applicable law,
be within its absolute discretion (except as otherwise specifically provided
herein) and shall be conclusive and binding upon all Participants and any person
claiming under or through any Participant.

         Subject to the terms of the Plan and applicable law, and in addition to
other express powers and authorizations conferred on the Committee by the Plan,
the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards, if any, to be granted
to an Eligible Employee: (iii) determine the number of shares of Common Stock to
be covered by, or with respect to which payments, rights, or other matters are
to be calculated in connection with, Awards: (iv) determine the terms and
conditions of any Award: (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Common Stock, other
securities, other Awards or other property, or canceled, forfeited, or suspended
and the method or methods by which Awards may be settled, exercised, canceled,
forfeited, or suspended; (vi) determine whether, to what extent, and under what
circumstances, cash, Common Stock, other securities, other Awards, other
property, and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the holder thereof or of the
Committee: (vii) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (viii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan: and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan.

SECTION 4.        SHARES AVAILABLE FOR AWARDS.

         (a) Shares Available for Issuance. The maximum number of shares of
Common Stock in respect of which Awards may be made under the Plan shall be a
total of 7,000,000 shares of Common Stock plus (i) the number of shares of
Common Stock to be delivered upon exercise of the Adjusted Options and (ii) the
number of shares required to satisfy any outstanding incentive unit awards under
the Prior Plan. Notwithstanding the foregoing, but subject to the provisions of
Section 4(b), in no event shall the number of shares of Common Stock issued
under the Plan with respect to (x) Incentive Stock Options exceed 5,000,000, (y)
Incentive Stock or Incentive Units exceed 2,235,000 or (z) Other Stock-Based
Awards exceed 1,000,000. Shares of Common Stock may be made available from the
authorized but unissued shares of the Company or from shares held in the
Companys treasury and not reserved for some other purpose. In the event that any
Award is paid solely in cash, no shares shall be deducted from the number of
shares available for issuance by reason of such Award. Shares of Common Stock
subject to Awards that are forfeited, terminated, canceled or settled without
the delivery of Common Stock under the Plan will again be available for Awards
under the Plan, as will (A) shares of Common Stock tendered (either actually or
by attestation) to the Company in satisfaction or partial satisfaction of the
exercise price of any Award under either the Plan and (B) shares of Common Stock
repurchased on the open market with remittances from the exercise of options
granted under the Plan.

         (b) Adjustment for Corporate Transactions. In the event that the
Committee shall determine that any Fundamental Corporate Event affects the
Common Stock such that an adjustment is required to preserve, or to prevent
enlargement of, the benefits or potential benefits made available under this
Plan, then the Committee may, in such manner as the Committee may deem
equitable, adjust any or all of (i) the number and kind of shares which
thereafter may be awarded or optioned and sold or made the subject of Awards
under the Plan, (ii) the number and kinds of shares subject to outstanding
Awards and (iii) the grant, exercise or conversion price with respect to any of
the foregoing. Additionally, the Committee may make provisions for a cash
payment to a Participant or a person who has an outstanding Award. However, the
number of shares subject to any Award shall always be a whole number.

         (c) Substitute Awards. Any shares of Common Stock underlying Substitute
Awards shall not, except in the case of shares with respect to which Substitute
Awards are granted to Participants who are officers or directors of the Company
for purposes of Section 16 of the Exchange Act or any successor section thereto,
be counted against the Shares available for Awards under the Plan.

SECTION 5.        STOCK OPTIONS.

         (a) Grant. Subject to the provisions of the Plan, the Committee shall
have the authority to grant Options to an Eligible Employee and to determine (i)
the number of shares to be covered by each Option, (ii) subject to Section 5(b),
the exercise price of the Option and (iii) the conditions and limitations
applicable to the exercise of the Option. Notwithstanding the foregoing, in no
event shall the Committee grant any Participant Options (i) for more than
800,000 shares of Common Stock in respect of any year in which the Plan is in
effect, as such number may be adjusted pursuant to Section 4(b). In the case of
Incentive Stock Options, the terms and conditions of such grants shall be
subject to and comply with Section 422 of the Code and the regulations
thereunder.
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         (b) Exercise Price. Except in the case of Adjusted Options, Substitute
Awards or Options granted in lieu of payment for compensation earned by an
Eligible Employee of the Company, the exercise price of an Option shall not be
less than 100% of the Fair Market Value on the date of grant.

         (c) Exercise. Each Option shall be exercised at such times and subject
to such-terms and conditions as the Committee may specify at the time of the
applicable Award or thereafter. No shares shall be delivered pursuant to any
exercise of an Option unless arrangements satisfactory to the Committee have
been made to assure full payment of the exercise price therefor. Without
limiting the generality of the foregoing, payment of the exercise price may be
made in cash or its equivalent or, if and to the extent permitted by the
Committee, by exchanging shares of Common Stock owned by the optionee (which are
not the subject of any pledge or other security interest or which, in the case
of Incentive Stock, are fully vested) either actually or by attestation, or by a
combination of the foregoing, provided that the combined value of all cash and
cash equivalents and the Fair Market Value of any such Common Stock so tendered
to the Company, valued as of the date of such tender, is at least equal to such
exercise price.

         (d) Incentive Stock Option Annual Limit. The aggregate Fair Market
Value (determined as of the date the Incentive Stock Option is granted) of the
Common Stock with respect to which Incentive Stock Options are exercisable for
the first time by an Eligible Employee during any calendar year (counting
Incentive Stock Options under this Plan and under any other stock option plan of
the Company or a subsidiary) shall not exceed $100,000. If an Option intended to
be an Incentive Stock Option is granted to an Eligible Employee and the Option
may not be treated in whole or in part as an Incentive Stock Option pursuant to
the $100,000 limitation, the Option shall be treated as an Incentive Stock
Option to the extent it may be so treated under the limitation and as a
Nonstatutory Stock Option as to the remainder. For purposes of determining
whether an Incentive Stock Option would cause the limitation to be exceeded,
Incentive Stock Options shall be taken into account in the order granted. The
annual limit set forth above shall not apply to Nonstatutory Stock Options.

SECTION 6.        STOCK APPRECIATION RIGHTS.

         (a) Grant of Stock Appreciation Rights. The Committee shall have the
authority to grant Stock Appreciation Rights in tandem with an Option, in
addition to an Option, or freestanding and unrelated to an Option.
Notwithstanding the foregoing, in no event shall the Committee grant any
Participant Stock Appreciation Rights (i) for more than 500,000 shares of Common
Stock in respect of any year in which the Plan is in effect, as such number may
be adjusted pursuant to Section 4(b) and (ii) with a term exceeding 10 years (or
the term of the underlying Incentive Stock Option in the case of a Stock
Appreciation Right granted in tandem with an Incentive Stock Option). Stock
Appreciation Rights granted in tandem with an option may be granted either at
the same time as the Option or at a later time.

         (b) Exercise Price. The exercise price of an SAR shall not be less than
100% of the Fair Market Value of a share of Common Stock on the date the SAR was
granted; provided that if an SAR is granted retroactively in tandem with or in
substitution for an Option, the exercise price may be the exercise price of the
Option to which it is related.

         (c) Exercise of Stock Appreciation Rights. A Stock Appreciation Right
shall entitle the Participant to receive from the Company an amount equal to the
excess of the Fair Market Value of a share of Common Stock on the date of
exercise of the Stock Appreciation Right over the base price thereof. The
Committee shall determine the time or times at which or the event or events
(including, without limitation, a change of control) upon which a Stock
Appreciation Right may be exercised in whole or in part, the method of exercise
and whether such Stock Appreciation Right shall be settled in cash, shares of
Common Stock or a combination of cash and shares of Common Stock; provided,
however, that unless otherwise specified by the Committee at or after grant, a
Stock Appreciation Right granted in tandem with an Option shall be exercisable
at the same time or times as the related option is exercisable.

SECTION 7.        INCENTIVE AWARDS.

         (a) Incentive Stock and Incentive Units. Subject to the provisions of
the Plan, the Committee shall have the authority to grant time vesting and/or
performance vesting Incentive Stock or Incentive Units to any Eligible Employee
and to determine (i) the number of shares of Incentive Stock and the number of
Incentive Units to be granted to each Participant and (ii) the other terms and
conditions of such Awards; provided that, to the extent necessary to comply with
applicable law, Incentive Stock shall only be awarded to an Eligible Employee
who has been employed for such minimum period of time as shall be determined by
the Committee. The Restricted Period related to Incentive Stock or Incentive
Units shall lapse upon the passage of time and/or the determination by the
Committee that the performance objectives established by the Committee have been
attained, in whole or in part. The maximum number of shares of Common Stock that
may be subject to any performance-based Awards of Incentive Stock and Incentive
Units (whether payable in cash or shares) granted to an Executive Officer with
respect to a Restricted Period shall not exceed 500,000 shares, as such number
may be adjusted pursuant to Section 4(b). The performance objectives with
respect to an Award made to an Executive officer shall be related to at least
one of the following criteria, which may be determined solely by reference to
the performance of the Company, a Subsidiary or an Affiliate (or any business
unit thereof) or based on comparative performance relative to other companies:
(i) net income, (ii) earnings before income taxes, (iii) earnings per share,
(iv) return on shareholders equity, (v) expense management, (vi) profitability
of an identifiable business unit or product, (vii) ratio of claims to revenues,
(viii) revenue growth, (ix) earnings growth, (x) total shareholder return, (xi)
cash flow, (xii) return on assets, (xiii) pretax operating income, (xiv) net
economic profit (operating earnings minus a charge for capital), (xv) customer
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satisfaction, (xvi) provider satisfaction, (xvii) employee satisfaction, (xviii)
quality of networks, (xix) strategic innovation or (xx) any combination of the
foregoing.

         (b) Certificates. Any certificates issued in respect of Incentive Stock
shall be registered in the name of the Participant and deposited by such
Participant, together with a stock power endorsed in blank, with the Company. At
the expiration of the Restricted Period with respect to any award of Incentive
Stock, unless otherwise forfeited, the Company shall deliver such certificates
to the Participant or to the Participants legal representative. Payment for
Incentive Stock Units shall be made by the Company in shares of Common Stock,
cash or in any combination thereof, as determined by the Committee.

SECTION 8.        OTHER STOCK-BASED AWARDS.

         The Committee shall have authority to grant to eligible Employees an
"Other Stock-Based Award", which shall consist of any right which is (i) not an
Award described in Sections 5 through 7 above and (ii) an Award of Common Stock
or an Award denominated or payable in, valued in whole or in part by reference
to, or otherwise based on or related to, Common Stock (including, without
limitation, securities convertible into Common Stock), as deemed by the
Committee to be consistent with the purposes of the Plan; provided that any such
rights must comply, to the extent deemed desirable by the Committee, with Rule
16b-3 under the Exchange Act and applicable law. Subject to the terms of the
Plan and any applicable award agreement, the Committee shall determine the terms
and conditions of any such Other Stock-Based Award.

SECTION 9.  DIVIDENDS AND DIVIDEND EQUIVALENTS.

         The Committee may provide that any Award shall include dividends or
dividend equivalents, payable in cash, Common Stock, securities or other
property on a current or deferred basis, including payment contingencies.

SECTION 10.  ADJUSTED OPTIONS.

         Effective as of the Merger Date, holders of options to purchase shares
of common stock of the Former Parent may in substitution thereof, to the extent
determined by the committee administering the Prior Plan and the Committee, be
granted an option to purchase Common Stock in accordance with the provisions of
the Merger Agreement and the Exhibits thereto. Except as modified by the Merger
Agreement, such options shall be governed by the terms of the incentive plans
and award agreements under which they were originally granted, which terms are
incorporated herein by reference.

SECTION 11.  STOCK IN LIEU OF CASH.

         The Committee may grant Awards in lieu of all or a portion of
compensation or an Award otherwise payable in cash to an Executive officer
pursuant to any bonus or incentive compensation plan of the Company.

         If shares are issued in lieu of cash, the number of shares of Common
Stock to be issued shall be the greatest number of whole shares which has an
aggregate Fair Market Value on the date the cash would otherwise have been
payable pursuant to the terms of such other plan equal to or less than the
amount of such cash.

SECTION 12.  DEFERRAL.

         The Committee shall have the discretion to determine whether, to what
extent, and under what circumstances cash, shares of Common Stock, other
securities, other Awards, other property, and other amounts payable with respect
to an Award shall be deferred either automatically or at the election of the
holder thereof or of the Committee.

SECTION 13.  GENERAL PROVISIONS.

         (a) Withholding. The Company shall have the right to deduct from all
amounts paid to a Participant in cash (whether under this Plan or otherwise) any
taxes required by law to be withheld in respect of Awards under this Plan. In
the case of any Award satisfied in the form of Common Stock, no shares shall be
issued unless and until arrangements satisfactory to the Company shall have been
made to satisfy any withholding tax obligations applicable with respect to such
Award. Without limiting the generality of the foregoing and subject to such
terms and conditions as the Committee may impose, the Company shall have the
right to retain, or the Committee may, subject to such terms and conditions as
it may establish from time to time, permit Participants to elect to use shares
of Common Stock (including Common Stock issuable in respect of an Award) to
satisfy, in whole or in part, the amount required to be withheld.

         (b) Award Agreement. Each Award hereunder shall be evidenced in
writing. The written agreement shall be delivered to the Participant and shall
incorporate the terms of the Plan by reference and specify the terms and
conditions thereof and any rules applicable thereto.

         (c) Nontransferability. Unless the Committee shall permit (on such
terms and conditions as it shall establish) an Award to be transferred to a
member of the Participants immediate family or to a trust or similar vehicle for
the benefit of such immediate family members (collectively, the "PERMITTED
TRANSFEREES"), no Award shall be assignable or transferable except by will or
the laws of descent and distribution, and except to the extent required by law,
no right or interest of any Participant shall be subject to any lien, obligation
or liability
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of the Participant. All rights with respect to Awards granted to a Participant
under the Plan shall be exercisable during the Participants lifetime only by
such Participant or, if applicable, the Permitted Transferees or the
Participants legal representative.

         (d) No Right to Employment. No person shall have any claim or right to
be granted an Award, and the grant of an Award shall not be construed as giving
a Participant the right to be retained in the employ of the Company, any
Subsidiary or any Affiliate. Further, the Company and each Subsidiary and
Affiliate expressly reserves the right at any time to dismiss a Participant free
from any liability, or any claim under the Plan, except as provided herein or in
any agreement entered into with respect to an Award.

         (e) No Rights to Awards, No Shareholder Rights. No Participant or
Eligible Employee shall have any claim to be granted any Award under the Plan,
and there is no obligation of uniformity of treatment of Participants and
Eligible Employees. Subject to the provisions of the Plan and the applicable
Award, no person shall have any rights as a shareholder with respect to any
shares of Common Stock to be issued under the Plan prior to the issuance
thereof.

         (f) Construction of the Plan. The validity, construction,
interpretation, administration and effect of the Plan and of its rules and
regulations, and rights relating to the Plan, shall be determined solely in
accordance with the laws of the State of Connecticut.

         (g) Effective Date. Subject to the approval of the Companys
shareholders and the shareholders of the Former Parent, the Plan shall be
effective on the Merger Date.

         (h) Amendment or Termination of Plan. The Board or the Committee may
terminate or suspend the Plan at any time, but the termination or suspension
will not adversely affect any vested Awards then outstanding under the Plan. No
Award may be granted under the Plan after December 31, 2010 or such earlier date
as the Plan is terminated by action of the Board or the Committee, The Plan may
be amended or terminated at any time by the Board, except that no amendment may
be made without shareholder approval if the Committee determines that such
approval is necessary to comply with any tax or regulatory requirement,
including any approval requirement which is a prerequisite for exemptive relief
from Section 16 of the Exchange Act, for which or with which the Committee
determines that it is desirable to qualify or comply; and, provided further,
that, except with respect to any action or adjustment taken in connection with a
Fundamental Corporate Event, any amendment or action to reduce the exercise
price of any option previously granted under the Plan shall be subject to the
approval of the Companys shareholders. The Committee may amend the term of any
Award or Option granted, retroactively or prospectively, but no amendment may
adversely affect any vested Award or Option without the holders consent.

         (i) Compliance with Legal and Exchange Requirements. The Plan, the
granting and exercising of Awards thereunder, and the other obligations of the
Company under the Plan, shall be subject to all applicable federal and state
laws, rules, and regulations, and to such approvals by any regulatory or
governmental agency as may be required. The Company, in its discretion, may
postpone the granting and exercising of Awards, the issuance or delivery of
Common Stock under any Award or any other action permitted under the Plan to
permit the Company, with reasonable diligence, to complete such stock exchange
listing or registration or qualification of such Common Stock or other required
action under any federal or state law, rule, or regulation and may require any
Participant to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of Common Stock
in compliance with applicable laws, rules, and regulations. The Company shall
not be obligated by virtue of any provision of the Plan to recognize the
exercise of any Award or to otherwise sell or issue Common Stock in violation of
any such laws, rules, or regulations; and any postponement of the exercise or
settlement of any Award under this provision shall not extend the term of such
Awards, and neither the Company nor its directors or officers shall have any
obligations or liability to the Participant with respect to any Award (or stock
issuable thereunder) that shall lapse because of such postponement.

         (j) Severability of Provisions. If any provision of this Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and this Plan shall be construed and
enforced as if such provision had not been included.

         (k) Incapacity. Any benefit payable to or for the benefit of a minor,
an incompetent person or other person incapable of receipting therefor shall be
deemed paid when paid to such persons guardian or to the party providing or
reasonably appearing to provide for the care of such person, and such payment
shall fully discharge any liability or obligation of the Committee, the Board,
the Company and all other parties with respect thereto.

(1)           Headings and Captions. The headings and captions herein are
              provided for reference and convenience only, shall not be
              considered part of this Plan, and shall not be employed in the
              construction of this Plan.