Exhibit 10.16

                            KEYSTONE FINANCIAL, INC.

                            1997 STOCK INCENTIVE PLAN

         The  purposes  of the 1997 Stock  Incentive  Plan (the  "Plan")  are to
encourage eligible employees of Keystone Financial, Inc. (the "Corporation") and
its  Subsidiaries  to increase  their efforts to make the  Corporation  and each
Subsidiary  more  successful,  to  provide  an  additional  inducement  for such
employees  to remain  with the  Corporation  or a  Subsidiary,  to  reward  such
employees by providing an opportunity to acquire shares of the Common Stock, par
value $2.00 per share,  of the  Corporation  (the  "Common  Stock") on favorable
terms and to provide a means  through  which the  Corporation  may attract  able
persons to enter the employ of the Corporation or one of its  Subsidiaries.  For
the purposes of the Plan,  the term  "Subsidiary"  means any  corporation  in an
unbroken chain of corporations  beginning with the  Corporation,  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  at least fifty percent  (50%) or more of the total  combined  voting
power of all classes of stock in one of the other corporations in the chain.

                                    SECTION 1
                                 Administration

         The  Plan  shall  be  administered  by a  Committee  (the  "Committee")
appointed  by the  Board of  Directors  of the  Corporation  (the  "Board")  and
consisting  of not less than two members of the Board,  each of whom at the time
of  appointment  to the Committee and at all times during service as a member of
the Committee shall be both (1) a "non-employee  director" as then defined under
Rule 16b-3 under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  or any successor  rule and (2) an "outside  director" as then defined in
the  regulations  under Section 162(m) of the Internal  Revenue Code of 1986, as
amended (the "Code"), or any successor provision.

         The  Committee  shall  interpret  the Plan and  prescribe  such  rules,
regulations  and procedures in connection  with the operations of the Plan as it
shall deem to be necessary  and  advisable  for the  administration  of the Plan
consistent with the purposes of the Plan.

         The  Committee  shall keep records of action taken at its  meetings.  A
majority of the Committee shall constitute a quorum at any meeting, 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 all members of the Committee,  shall be
the acts of the Committee.


                                    SECTION 2
                                   Eligibility

         Those  employees  of  the  Corporation  or  any  Subsidiary  who  share
responsibility  for the management,  growth or protection of the business of the
Corporation  or any  Subsidiary  shall be eligible to be granted  stock  options
(with or without reload option rights and/or cash payment rights) and to receive
restricted share, performance share or other stock awards as described herein.

         Subject to the  provisions of the Plan,  the Committee  shall have full
and final authority, in its discretion,  to grant stock options (with or without
reload option rights and/or cash payment rights), restricted shares, performance
shares and other stock awards as described herein and to determine the employees
to whom any such  grant  shall be made and the  number of  shares to be  covered
thereby.  In  determining  the  eligibility  of  any  employee,  as  well  as in
determining  the  number  of shares  covered  by each  grant of a stock  option,
restricted  shares,  performance  shares or other stock award and whether reload
option rights and/or cash payment rights shall be granted in conjunction  with a
stock option, the Committee shall consider the position and the responsibilities
of the employee being  considered,  the nature and value to the Corporation or a
Subsidiary  of  his or  her  services,  his  or  her  present  and/or  potential
contribution  to the success of the  Corporation  or a Subsidiary and such other
factors as the Committee may deem relevant.

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                                    SECTION 3
                         Shares Available under the Plan

         The  aggregate net number of shares of Common Stock which may be issued
and as to which grants of stock options  (including reload options),  restricted
shares,  performance  shares or other stock awards may be made under the Plan is
2,500,000 shares, subject to adjustment and substitution as set forth in Section
7. If any stock  option is exercised by  delivering  previously  owned shares in
payment  of  the  option  price,  the  number  of  shares  so  delivered  to the
Corporation  shall again be  available  for  purposes of the Plan.  If any stock
option is cancelled by mutual  consent or  terminates  or expires for any reason
without  having been  exercised in full,  the number of shares  subject  thereto
shall again be available for purposes of the Plan. If shares of Common Stock are
forfeited  to  the  Corporation  pursuant  to  the  restrictions  applicable  to
restricted  shares or under the terms of any other  stock  award,  the shares so
forfeited  shall again be available  for purposes of the Plan. To the extent any
award of performance shares or any other stock award is not earned or is paid in
cash rather than shares,  the number of shares  covered  thereby  shall again be
available  for  purposes of the Plan.  The shares  which may be issued under the
Plan may be either  authorized but unissued  shares or treasury shares or partly
each, as shall be determined from time to time by the Board.

         The maximum  aggregate  number of shares of Common Stock which shall be
available  for the grant of stock  options,  restricted  shares and  performance
shares to any one  individual  under the Plan during any calendar  year shall be
limited to 200,000  shares.  The  limitation in the preceding  sentence shall be
interpreted and applied in a manner  consistent with Section 162(m) of the Code.
To the extent  consistent  with  Section  162(m) of the Code,  in applying  this
limitation a reload  option (a) shall be deemed to have been granted at the same
time as the  original  underlying  stock  option  and (b) shall not be deemed to
increase the number of shares  covered by the original  underlying  stock option
grant.


                                    SECTION 4
   Grant of Stock Options, Reload Options and Cash Payment Rights and Awards
        of Restricted Shares, Performance Shares and Other Stock Awards

The Committee shall have authority,  in its discretion,  (a) to grant "incentive
stock options" pursuant to Section 422 of the Code, to grant "nonstatutory stock
options" (i.e.,  stock options which do not qualify under Sections 422 or 423 of
the Code) or to grant both types of stock  options  (but not in tandem),  (b) to
award restricted  shares,  (c) to award performance shares and (d) to make other
stock awards as described  herein.  The Committee also shall have the authority,
in its discretion,  to grant reload option rights in conjunction  with incentive
stock options or nonstatutory  stock options with the effect provided in Section
5(D) and to grant cash payment rights in  conjunction  with  nonstatutory  stock
options with the effect  provided in Section 5(E).  Reload option rights granted
in  conjunction  with an incentive  stock option may only be granted at the time
the incentive stock option is granted. Cash payment rights may not be granted in
conjunction  with  incentive  stock  options.  Reload  option rights and/or cash
payment rights granted in  conjunction  with a nonstatutory  stock option may be
granted either at the time the stock option is granted or at any time thereafter
during the term of the stock option.

         Notwithstanding  any other  provision  contained  in the Plan or in any
stock option agreement,  but subject to the possible exercise of the Committee's
discretion  contemplated  in the last  sentence of this Section 4, the aggregate
fair market value,  determined as provided in Section 5(I) on the date of grant,
of the shares with respect to which  incentive stock options are exercisable for
the first time by an employee  during any  calendar  year under all plans of the
corporation  employing  such employee,  any parent or subsidiary  corporation of
such corporation and any predecessor  corporation of any such corporation  shall
not exceed  $100,000.  If the date on which one or more of such incentive  stock
options could first be exercised would be accelerated  pursuant to any provision
of the Plan or any stock option agreement, and the acceleration of such exercise
date would result in a violation of the  restriction  set forth in the preceding
sentence, then, notwithstanding any such provision, but subject to the

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provisions of the next succeeding sentence, the exercise dates of such incentive
stock options shall be  accelerated  only to the date or dates,  if any, that do
not result in a violation of such  restriction  and, in such event, the exercise
dates of the  incentive  stock  options with the lowest  option  prices shall be
accelerated to the earliest such dates.  The Committee  may, in its  discretion,
authorize the  acceleration  of the exercise date of one or more incentive stock
options even if such  acceleration  would violate the $100,000  restriction  set
forth in the first sentence of this  paragraph and even if such incentive  stock
options are thereby converted in whole or in part to nonstatutory stock options.


                                    SECTION 5
                     Terms and Conditions of Stock Options,
                  Reload Option Rights and Cash Payment Rights

         Stock  options,  reload option rights and cash payment  rights  granted
under the Plan shall be subject to the following terms and conditions:

                  (A) The  purchase  price at which  each  stock  option  may be
         exercised (the "option price") shall be such price as the Committee, in
         its discretion,  shall determine but shall not be less than one hundred
         percent  (100%) of the fair market  value per share of the Common Stock
         covered by the stock  option on the date of grant,  except  that in the
         case  of  an  incentive  stock  option  granted  to  an  employee  who,
         immediately  prior to such grant,  owns stock  possessing more than ten
         percent  (10%) of the total  combined  voting  power of all  classes of
         stock of the Corporation or any Subsidiary (a "Ten Percent  Employee"),
         the option price shall not be less than one hundred ten percent  (110%)
         of such fair market  value on the date of grant.  For  purposes of this
         Section 5(A), an individual  (i) shall be considered as owning not only
         shares of stock  owned  individually  but also all shares of stock that
         are at the time owned,  directly or  indirectly,  by or for the spouse,
         ancestors,  lineal descendants and brothers and sisters (whether by the
         whole or half blood) of such individual and (ii) shall be considered as
         owning proportionately any shares owned, directly or indirectly,  by or
         for any  corporation,  partnership,  estate  or  trust  in  which  such
         individual is a shareholder, partner or beneficiary.

                  (B) The option  price for each stock  option  shall be paid in
         full upon  exercise  and  shall be  payable  in cash in  United  States
         dollars (including check, bank draft or money order), which may include
         cash forwarded  through a broker or other  agent-sponsored  exercise or
         financing  program or, in the case of  nonstatutory  stock  options,  a
         certification  acceptable to the Committee  that is provided  through a
         broker and which attests to the sale of the shares covered by the stock
         option and the  availability  of the option  price to the  Corporation;
         provided,  however,  that in lieu of  such  cash or  certification  the
         person  exercising the stock option may (if authorized by the Committee
         at the time of grant in the case of an incentive  stock  option,  or at
         any time in the case of a  nonstatutory  stock  option)  pay the option
         price in whole or in part by  delivering to the  Corporation  shares of
         Common  Stock having a fair market value on the date of exercise of the
         stock option equal to the option price for the shares being  purchased;
         except that (i) any portion of the option price representing a fraction
         of a share  shall in any  event be paid in cash and (ii) no  shares  of
         Common  Stock  which  have been held for less  than six  months  may be
         delivered in payment of the option price of a stock option. Delivery of
         shares of Common  Stock in  payment  of the  exercise  price of a stock
         option, if authorized by the Committee, may be accomplished through the
         effective  transfer to the  Corporation  of shares of Common Stock held
         through a broker  or other  agent.  If the  person  exercising  a stock
         option  participates in a broker or other  agent-sponsored  exercise or
         financing  program,  the Corporation will cooperate with all reasonable
         procedures of the broker or other agent to permit  participation by the
         person  exercising  the  stock  option  in the  exercise  or  financing
         program.   Notwithstanding   any  procedure  of  the  broker  or  other
         agent-sponsored  exercise or financing program,  if the option price is
         paid in cash,  the  exercise of the stock option shall not be deemed to
         occur  and  no  shares  of  Common  Stock  will  be  issued  until  the
         Corporation  has received full payment in cash (including  check,  bank
         draft or money  order)  for the  option  price from the broker or other
         agent or the  appropriate  certification  in the  case of  nonstatutory
         stock  options.  The  date of  exercise  of a  stock  option  shall  be
         determined under procedures established by the Committee, and as of the
         date of  exercise  the  person  exercising  the stock  option  shall be
         considered  for all purposes to be the owner of the shares with respect
         to which the stock option has been exercised.

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<PAGE>

                  (C)  Subject to Section  8(B),  a stock  option  shall  become
         exercisable  at such time or times and/or upon the  occurrence  of such
         event or events as may be  determined  by the  Committee at the time of
         grant of the  stock  option  or,  in the case of a  nonstatutory  stock
         option,  at any time  thereafter  during the term of the stock  option.
         Unless otherwise determined by the Committee and reflected in the stock
         option  agreement or, in the case of a  nonstatutory  stock option,  an
         amendment thereto, a stock option shall be exercisable from its date of
         grant. No stock option shall be exercisable after the expiration of ten
         years (five years in the case of an incentive stock option granted to a
         Ten Percent  Employee)  from the date of grant.  A stock  option to the
         extent exercisable at any time may be exercised in whole or in part.

                  (D) Reload option rights granted in  conjunction  with a stock
         option shall entitle the holder of the stock  option,  upon exercise of
         the stock option or any portion thereof through  delivery of previously
         owned shares of Common Stock, to  automatically  be granted on the date
         of such exercise a new  nonstatutory  stock option (a "reload  option")
         (i) for a number of shares of Common Stock not  exceeding the number of
         full shares  delivered  in payment of the option  price of the original
         option,  (ii) having an option price not less than one hundred  percent
         (100%) of the fair market value per share of the Common  Stock  covered
         by the reload option on such date of grant,  (iii) having an expiration
         date  not  later  than  the  expiration  date of the  stock  option  so
         exercised and (iv) otherwise  having terms  permissible for an original
         grant of a stock  option  under  the  Plan.  Subject  to the  preceding
         sentence and the other provisions of the Plan, reload option rights and
         reload options granted  thereunder shall have such terms and be subject
         to such restrictions and conditions, if any, as shall be determined, in
         its  discretion,  by the  Committee  and  set  forth  in the  agreement
         referred to in Section  5(H)  relating to the  original  option or, for
         reload option rights and reload options not granted in conjunction with
         an incentive stock option,  in an amendment to such  agreement,  in the
         agreement relating to the reload option or in an amendment thereto.  In
         granting reload option rights,  the Committee,  may, in its discretion,
         provide for successive reload option grants upon the exercise of reload
         options  granted  thereunder.   Unless  otherwise  determined,  in  its
         discretion,  by the  Committee,  reload option rights shall entitle the
         holder of a stock  option to be  granted  a reload  option  only if the
         underlying  option or reload  option to which it relates  is  exercised
         during  employment with the Corporation or a Subsidiary of the original
         grantee of the underlying option.  Notwithstanding any provision of the
         Plan or any stock option  agreement,  no holder of reload option rights
         may be granted a reload option covering a number of shares in excess of
         the number of shares then remaining available under the Plan. Except as
         otherwise  specifically provided herein or required by the context, the
         term "stock  option" as used in this Plan shall include  reload options
         granted hereunder.

                  (E)  Cash  payment  rights  granted  in  conjunction   with  a
         nonstatutory  stock  option shall  entitle the original  grantee of the
         stock option,  or the person who becomes the holder of the stock option
         by reason of the death of such original  grantee,  upon exercise of the
         stock  option  or  any  portion  thereof,  to  receive  cash  from  the
         Corporation  (in addition to the shares to be received upon exercise of
         the stock option) equal to (1) such  percentage (not greater than 100%)
         as the Committee,  in its discretion,  shall determine of the excess of
         the  fair  market  value  of a share  of  Common  Stock  on the date of
         exercise  of the stock  option  over the option  price per share of the
         stock  option,  multiplied  by (2) the number of shares  covered by the
         stock option,  or portion thereof,  which is exercised.  Payment of the
         cash provided for in this Section 5(E) shall be made by the Corporation
         as soon as practicable after the time the amount payable is determined.
         The  Committee  may, in its  discretion,  provide for the grant of cash
         payment rights in connection with reload options.

                  (F) No  incentive  stock  option  and,  except  to the  extent
         otherwise determined by the Committee and reflected in the stock option
         agreement or an amendment  thereto,  no nonstatutory stock option shall
         be  transferable  by the  grantee  otherwise  than by  Will,  or if the
         grantee dies intestate,  by the laws of descent and distribution of the
         state of domicile of the  grantee at the time of death.  All  incentive
         stock  options and,  except to the extent  otherwise  determined by the
         Committee and  reflected in the stock option  agreement or an amendment
         thereto, all nonstatutory stock options shall be exercisable during the
         lifetime of the grantee only by the grantee.

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<PAGE>

                  (G)  Subject  to the  provisions  of  Section 4 in the case of
         incentive stock options, unless the Committee, in its discretion, shall
         otherwise determine:

                           (i)  If  the  employment  of a  grantee  who  is  not
                  disabled  within the meaning of Section  422(c)(6) of the Code
                  (a "Disabled  Grantee")  is  voluntarily  terminated  with the
                  consent  of  the  Corporation  or a  Subsidiary  or a  grantee
                  retires  under any  retirement  plan of the  Corporation  or a
                  Subsidiary,  any then outstanding  incentive stock option held
                  by such grantee shall be  exercisable by the grantee (but only
                  to the extent exercisable by the grantee  immediately prior to
                  the  termination  of  employment)  at any  time  prior  to the
                  expiration date of such incentive stock option or within three
                  months after the date of termination of employment,  whichever
                  is the shorter period;

                           (ii)  If the  employment  of a  grantee  who is not a
                  Disabled Grantee is voluntarily terminated with the consent of
                  the Corporation or a Subsidiary or a grantee retires under any
                  retirement plan of the  Corporation or a Subsidiary,  any then
                  outstanding nonstatutory stock option of such grantee (whether
                  or not then held by the  grantee)  shall be  exercisable  (but
                  only  to  the  extent  exercisable  immediately  prior  to the
                  grantee's  termination of employment) at any time prior to the
                  expiration  date of such  nonstatutory  stock option or within
                  one  year  after  the  date  of   termination  of  employment,
                  whichever is the shorter period;

                           (iii)  If  the  employment  of  a  grantee  who  is a
                  Disabled Grantee is voluntarily terminated with the consent of
                  the Corporation or a Subsidiary,  any then  outstanding  stock
                  option  of  such  grantee  (whether  or not  then  held by the
                  grantee)  shall  be  exercisable  in full  (whether  or not so
                  exercisable  immediately prior to the grantee's termination of
                  employment) at any time prior to the  expiration  date of such
                  stock option or within one year after the date of  termination
                  of employment, whichever is the shorter period;

                           (iv)   Following  the  death  of  a  grantee   during
                  employment, any stock option of the grantee outstanding at the
                  time of death shall be  exercisable in full (whether or not so
                  exercisable  immediately prior to the death of the grantee) by
                  the person  entitled  to do so under the Will of the  grantee,
                  or, if the grantee shall fail to make testamentary disposition
                  of the  stock  option  or shall  die  intestate,  by the legal
                  representative   of  the  grantee   (or,  in  the  case  of  a
                  nonstatutory stock option, if permitted under the stock option
                  agreement,  by the grantee's  inter vivos  transferee)  at any
                  time  prior to the  expiration  date of such  stock  option or
                  within  one year  after  the date of death,  whichever  is the
                  shorter period;

                           (v)   Following   the  death  of  a   grantee   after
                  termination of employment  during a period when a stock option
                  is exercisable, any stock option of the grantee outstanding at
                  the time of death shall be exercisable (but only to the extent
                  the stock  option  was  exercisable  immediately  prior to the
                  death of the  grantee) by such person  entitled to do so under
                  the Will of the grantee or by such legal  representative  (or,
                  in the case of a  nonstatutory  stock  option,  by such  inter
                  vivos  transferee) at any time prior to the expiration date of
                  such stock  option or within one year after the date of death,
                  whichever is the shorter period; and

                           (vi)  Unless the  exercise  period of a stock  option
                  following  termination  of  employment  has been  extended  as
                  provided  in  Section  8(C),  if the  employment  of a grantee
                  terminates  for any reason  other than  voluntary  termination
                  with  the  consent  of  the   Corporation   or  a  Subsidiary,
                  retirement  under any retirement  plan of the Corporation or a
                  Subsidiary  or  death,   all  stock  options  of  the  grantee
                  outstanding  at the  time of such  termination  of  employment
                  (whether or not then held by the grantee) shall  automatically
                  terminate.
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                  For purposes of this Section 5(G), an involuntary  termination
         of the  grantee's  employment  other than for "Cause" or any  voluntary
         termination  of  the  grantee's  employment  shall  be  deemed  to be a
         voluntary termination of employment with the consent of the Corporation
         and  "Cause"  shall  have the  same  meaning  as  provided  in  Section
         6(B)(vii)  of the Plan.  In  accordance  with the  preceding  sentence,
         whether  termination of employment is a voluntary  termination with the
         consent of the  Corporation  or a Subsidiary and whether a grantee is a
         Disabled  Grantee shall be determined in each case, in its  discretion,
         by the Committee,  and any such determination by the Committee shall be
         final and binding.

                  If  a  grantee  of  a  stock  option,  reload  option  rights,
         restricted  shares,  performance shares or other stock award engages in
         the operation or management of a business  (whether as owner,  partner,
         officer,  director,  employee or otherwise and whether  during or after
         termination of employment) which is in competition with the Corporation
         or any of its Subsidiaries, the Committee may immediately terminate all
         outstanding  stock  options  of  the  grantee,  declare  forfeited  all
         restricted  shares of the grantee as to which the restrictions have not
         yet lapsed,  terminate all outstanding  performance share awards of the
         grantee  for  which  the  applicable  Performance  Period  has not been
         completed and declare  forfeited all outstanding  other stock awards of
         the grantee which remain subject to restriction or which have otherwise
         not yet become payable  (whether or not such stock options,  restricted
         shares,  performance  shares or other stock awards are then held by the
         grantee);  provided, however, that this sentence shall not apply if the
         exercise period of a stock option  following  termination of employment
         has been  extended  as provided  in Section  8(C),  if the lapse of the
         restrictions  applicable to restricted  shares has been  accelerated as
         provided  in  Section  8(D) or if a  performance  share  award has been
         deemed to have been  earned as  provided  in  Section  8(E).  Whether a
         grantee has engaged in the operation or management of a business  which
         is in competition with the Corporation or any of its Subsidiaries shall
         also be determined,  in its discretion,  by the Committee, and any such
         determination by the Committee shall be final and binding.

                  (H) All stock  options,  reload option rights and cash payment
         rights  shall be confirmed by an  agreement,  or an amendment  thereto,
         which shall be executed by Corporation and the grantee.

                  (I) For all purposes under the Plan,  fair market value of the
         Common  Stock  shall be the  mean  between  the  following  prices,  as
         applicable,  for the  date  as of  which  fair  market  value  is to be
         determined  as  quoted in The Wall  Street  Journal  (or in such  other
         reliable publication as the Committee, in its discretion, may determine
         to rely upon):  (a) if the Common Stock is listed on the New York Stock
         Exchange,  the highest and lowest  sales prices per share of the Common
         Stock as quoted in the  NYSE-Composite  Transactions  listing  for such
         date,  (b) if the  Common  Stock is not  listed on such  exchange,  the
         highest and lowest sales prices per share of Common Stock for such date
         on (or on any composite  index  including) the principal  United States
         securities  exchange  registered  under the  Exchange  Act on which the
         Common Stock is listed, or (c) if the Common Stock is not listed on any
         such exchange,  the highest and lowest sales prices per share of Common
         Stock for such date on the National  Association of Securities  Dealers
         Automated  Quotations  System  or  any  successor  system  then  in use
         ("NASDAQ").  If there are no such sale price quotations for the date as
         of which fair market value is to be determined  but there are such sale
         price quotations  within a reasonable period both before and after such
         date,  then fair market value shall be  determined by taking a weighted
         average of the means  between the highest and lowest  sales  prices per
         share of Common  Stock as so quoted on the nearest  date before and the
         nearest  date  after the date as of which  fair  market  value is to be
         determined.  The average should be weighted inversely by the respective
         numbers of trading  days  between the selling  dates and the date as of
         which fair market value is to be determined.  If there are no such sale
         price quotations on or within a reasonable period both before and after
         the date as of which fair market value is to be  determined,  then fair
         market  value of the Common  Stock  shall be the mean  between the bona
         fide bid and asked  prices  per share of Common  Stock as so quoted for
         such date on  NASDAQ,  or if none,  the  weighted  average of the means
         between such bona fide bid and asked prices on the nearest trading date
         before  and the  nearest  trading  date after the date as of which fair
         market  value is to be  determined,  if both such  dates  are  within a
         reasonable  period.  The  average  is to be  determined  in the  manner
         described  above in this Section  5(I). If the fair market value of the
         Common Stock cannot be determined on the basis  previously set forth in
         this  Section  5(I) on the date as of which fair market  value is to be
         determined, the Committee shall in good faith determine the fair market
         value of the Common  Stock on such date.  Fair  market  value  shall be
         determined  without regard to any restriction  other than a restriction
         which, by its terms, will never lapse.

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                  (J) The  obligation  of the  Corporation  to issue  shares  of
         Common  Stock under the Plan shall be subject to (i) the  effectiveness
         of a  registration  statement  under  the  Securities  Act of 1933,  as
         amended,   with  respect  to  such  shares,   if  deemed  necessary  or
         appropriate by counsel for the Corporation, (ii) the condition that the
         shares shall have been listed (or  authorized for listing upon official
         notice of  issuance)  upon each stock  exchange,  if any,  on which the
         Common Stock  shares may then be listed and (iii) all other  applicable
         laws, regulations, rules and orders which may then be in effect.

               Subject to the foregoing provisions of this Section and the other
          provisions of the Plan, any stock option granted under the Plan may be
          exercised  at such  times and in such  amounts  and be subject to such
          restrictions  and other  terms  and  conditions,  if any,  as shall be
          determined,  in its discretion,  by the Committee and set forth in the
          agreement referred to in Section 5(H), or an amendment thereto.


                                    SECTION 6
                    Terms and Conditions of Restricted Share,
                    Performance Shares and Other Stock Awards

(A)  Restricted Shares.

         Restricted  share awards  shall be evidenced by a written  agreement in
the form  prescribed by the Committee in its  discretion,  which shall set forth
the number of shares of Common Stock awarded,  the restrictions  imposed thereon
(including,  without  limitation,  restrictions  on the right of the  grantee to
sell, assign,  transfer or encumber such shares while such shares are subject to
other  restrictions  imposed  under this  Section  6(A)),  the  duration of such
restrictions, the events (which may, in the discretion of the Committee, include
performance-based  events) the  occurrence  of which would cause a forfeiture of
the restricted shares in whole or in part and such other terms and conditions as
the Committee in its discretion deems appropriate. Restricted share awards shall
be effective only upon execution of the applicable restricted share agreement by
the Corporation and the grantee.

         If so determined by the Committee at the time of an award of restricted
shares,  the lapse of  restrictions  on  restricted  shares  may be based on the
extent  of  achievement  over a  specified  Performance  Period  of one or  more
Performance Targets based on Performance  Criteria  established by the Committee
as provided in Section  6(B). In such case,  the award of restricted  shares and
all  determinations  by the  Committee in respect  thereto  shall be made by the
Committee in accordance with the procedures  applicable to performance shares as
provided in Section 6(B).

         Following  a  restricted   share  award  and  prior  to  the  lapse  or
termination of the applicable  restrictions,  the Committee  shall deposit share
certificates for such restricted shares in escrow. Upon the lapse or termination
of the applicable  restrictions (and not before such time), the grantee shall be
issued or transferred  share  certificates for the restricted  shares.  From the
date a restricted  share award is effective,  the grantee shall be a shareholder
with respect to all the shares  represented by such  certificates and shall have
all the rights of a shareholder  with respect to all such shares,  including the
right to vote such shares and to receive all dividends  and other  distributions
paid with respect to such shares,  subject only to the  restrictions  imposed by
the Committee.

(B)  Performance Shares.

         The Committee may award performance  shares which shall be earned by an
awardee based on the level of performance during a specified  Performance Period
by the  Corporation,  a Subsidiary or  Subsidiaries,  any branch,  department or
other  portion  thereof  or  the  awardee  individually,  as  determined  by the
Committee.  No award of  performance  shares shall be granted later than 90 days
after the commencement of the applicable Performance Period. For the purposes of
the grant of performance shares, the following definitions shall apply:

                  (i)  "performance  share"  shall mean an award,  expressed  in
         shares of  Common  Stock,  granted  to an  awardee  with  respect  to a
         Performance Period.

                                       7
<PAGE>

                  (ii)  "Performance  Period" shall mean an accounting period of
         the  Corporation  or a  Subsidiary  of  not  less  than  one  year,  as
         determined by the Committee in its discretion.

                  (iii)   "Performance   Criteria"   shall   mean  one  or  more
         preestablished,  objective measures of performance during a Performance
         Period by the Corporation,  a Subsidiary or  Subsidiaries,  any branch,
         department  or  other  portion  thereof  or the  awardee  individually,
         selected by the  Committee in its  discretion  to determine  whether an
         award  of  performance  shares  has  been  earned  in whole or in part.
         Performance  Criteria  may be based on  earnings  per share,  earnings,
         earnings growth,  return on equity,  return on assets,  asset growth or
         ratio  of  capital  to  assets.  Performance  Criteria  based  on  such
         performance  measures  may be based  either on the  performance  of the
         Corporation,  Subsidiary or portion  thereof under such measure for the
         Performance  Period and/or upon a comparison of such  performance  with
         the performance of a peer group of corporations  selected or defined by
         the  Committee at the time of making a  performance  share  award.  The
         Committee may in its discretion  also determine to use other  objective
         performance measures as Performance Criteria.

                  (iv)  "Performance  Target"  shall mean the level or levels of
         achievement of one or more Performance  Criteria which must be attained
         during a Performance  Period for a performance  share award to be fully
         earned,  as established by the Committee at the time of making an award
         of performance shares and set forth in the award agreement.

                  (v)  "Performance  Threshold"  shall mean the minimum level or
         levels of  achievement  of the  Performance  Criteria  applicable  to a
         Performance  Period  which  must  be  attained  for  any  portion  of a
         performance share award to be earned.  If the Performance  Threshold is
         other than the  Performance  Target,  the Committee shall establish and
         the award  agreement  shall set forth,  in addition to the  Performance
         Target,  the Performance  Threshold,  the number of performance  shares
         earned if the  Performance  Threshold  is  achieved,  and the manner of
         determining the number of performance shares earned if the actual level
         of performance is between the Performance Threshold and the Performance
         Target.

                  (vi)  "Performance  Maximum"  shall  mean a maximum  number of
         performance  shares which may be earned with  respect to a  performance
         share award and the level or levels of achievement  of the  Performance
         Criteria  applicable to a Performance  Period which must be attained or
         exceeded  for such  maximum  amount to be  earned.  If the  Performance
         Maximum  is higher  than the  number of  performance  shares  earned on
         achievement of the  Performance  Target,  the Committee shall establish
         and  the  award  agreement  shall  set  forth  the  maximum  number  of
         performance  shares  which  may be  earned,  the  level  or  levels  of
         achievement of the Performance  Criteria  applicable to the Performance
         Period which must be attained for such  maximum  number of  performance
         shares to be  earned,  and the  manner  of  determining  the  number of
         performance shares earned if the actual level of performance is between
         the Performance Target and the Performance Maximum.

                  (vii) "Cause,"  "Disability" and  "Retirement"  shall have the
         meanings provided in the Corporation's 1996 Performance Unit Plan.

         In  granting  an award  of  performance  shares,  the  Committee  shall
establish  and cause to be set forth in writing:  (a) the number of  performance
shares  granted to the awardee;  (b) the  Performance  Period  applicable to the
award;  and (c) the Performance  Criteria to be employed in determining  whether
all or any part of the  performance  shares  awarded have been earned during the
Performance  Period and the  method of  determining  the  number of  performance
shares earned,  including the applicable  Performance Target and any Performance
Threshold or  Performance  Maximum.  The terms so  established  by the Committee
shall be  objective  such that a third party  having  knowledge  of the relevant
facts  could  determine  (1)  whether  or not  the  Performance  Target  and any
Performance  Threshold  or  Performance  Maximum has been  achieved  and (2) the
number of performance  shares which have been earned based on such  performance.
Each award of performance shares shall be evidenced by a written award agreement
executed by the awardee and the Corporation  which shall set forth the aforesaid
terms of the  performance  share award as  established by the Committee and such
other terms and conditions,  not  inconsistent  with the provisions of the Plan,
applicable  to the award as the  Committee in its  discretion  may  determine to
include therein.

                                       8
<PAGE>

         Within 75 days following the end of a Performance Period, the Committee
shall determine in accordance with the terms of the Plan and the award agreement
and shall certify in writing  whether the  applicable  Performance  Target,  any
applicable  Performance Threshold or Performance Maximum, and any other material
terms of a performance  share award were achieved or satisfied and the number of
performance  shares, if any, earned by the awardee.  For this purpose,  approved
minutes of the meeting of the Committee at which the certification is made shall
be sufficient to satisfy the requirement of a written certification.  Payment of
earned  performance  shares shall be made to the awardee on or before March 15th
of the year following the end of the Performance  Period.  Payment in respect of
earned  performance  shares may be made in shares of Common  Stock,  in cash, or
partly in  shares of Common  Stock  and  partly in cash,  as  determined  by the
Committee at the time of payment.  For  purposes of any payment in cash,  earned
performance  shares shall be converted to dollars based on the fair market value
of the Common Stock,  determined as provided in Section 5(I), as of the date the
amount payable is determined by the Committee.

         In establishing  Performance  Criteria and Performance  Targets for any
Performance  Period,  the Committee may define accounting terms so as to specify
in an  objectively  determinable  manner the  effect of  changes  in  accounting
principles,  extraordinary  items,  discontinued  operations,  mergers  or other
business  combinations,  acquisitions  or  dispositions  of assets and the like.
Unless  otherwise so  determined  by the  Committee  and  reflected in the award
agreement,  accounting  terms used by the Committee in establishing  Performance
Criteria and Performance Targets shall be defined, and the results based thereon
shall be measured,  in accordance with generally accepted accounting  principles
as applied by the Corporation in preparing its consolidated financial statements
and related financial disclosures for the Performance Period, as included in its
reports filed with the Securities and Exchange Commission.

         If during any Performance  Period (a) a dividend or other  distribution
shall be declared upon the Common Stock  payable in shares of Common Stock,  (b)
the outstanding shares of Common Stock shall be changed into or exchangeable for
a  different  number  or kind or  shares  of stock or  other  securities  of the
Corporation   or   another   corporation,    whether   through   reorganization,
reclassification,   stock   split-up,   combination   of   shares,   merger   or
consolidation,  (c)  there  shall  be a  change  in  the  capitalization  of the
Corporation   resulting  from  the  separation   from  the  Corporation  of  any
corporation  or business  through a spin-off or other  distribution  of stock or
property to the shareholders of the Corporation,  a reorganization  or a partial
or complete  liquidation,  an appropriate and proportionate  adjustment shall be
made by the  Committee  with  respect  to any  Performance  Target,  Performance
Threshold and Performance  Maximum to be calculated by reference to earnings per
share or other stock-based  Performance  Criteria so as to preserve as nearly as
may  be  practicable  the  intended  effect  of  such  performance  measures  as
originally  established  by the  Committee.  Any  such  adjustment  made  by the
Committee   shall  be  final,   binding  and  conclusive  as  to  all  awardees,
notwithstanding  the provisions of any award  agreement.  In any such event, the
number of  performance  shares  subject to any award  shall also be  adjusted as
provided in Section 7.

         Unless  otherwise  determined by the Committee at the time of making an
award of performance shares and reflected in the applicable award agreement,  if
all  employment  of  an  awardee  with  the  Corporation  and  its  Subsidiaries
terminates  prior to the end of a  Performance  Period for any reason other than
death,  Disability,  Retirement or an involuntary termination by the Corporation
or a Subsidiary not for Cause,  then all  performance  shares of the awardee for
which the applicable Performance Period has not been completed as of the date of
such  termination  of  employment  shall be deemed  forfeited.  In the case of a
termination of employment prior to the end of the applicable  performance Period
due to death,  Disability,  Retirement or involuntary termination not for Cause,
the award  agreement  may  specify  the  manner  of  determining  the  number of
performance  shares, if any, which shall be deemed earned based on the extent to
which the  applicable  Performance  Target has been  achieved  as of the date of
termination of  employment,  the  percentage of the  Performance  Period elapsed
and/or such other factors as the Committee may deem relevant.  In the absence of
such specification, the determination of whether any performance shares shall be

                                       9
<PAGE>

deemed earned if the  employment of the awardee  terminates  prior to the end of
the  applicable  Performance  Period  due to death,  Disability,  Retirement  or
involuntary  termination  not for Cause,  and the number of  performance  shares
earned and the timing of payment thereof,  shall be made by the Committee in its
sole and  absolute  discretion.  Payment in  respect  of any earned  performance
shares following a termination of employment as provided in this paragraph shall
be made to the  awardee,  or in the  event  of death  to his or her  estate,  as
promptly as practicable  after the number of performance  shares earned has been
determined by the Committee,  which shall make such determination within 75 days
after  termination of employment.  If the Committee  determines  that all or any
part of the performance share award shall be paid, payment may be made in shares
of Common  Stock,  in cash,  or  partly  in cash and  partly in shares of Common
Stock,  as determined  by the Committee at the time of payment.  For purposes of
any payment in cash,  performance  shares shall be converted to dollars based on
the fair market  value of the Common  Stock,  determined  as provided in Section
5(I), as of the date the amount payable is determined by the Committee.

         Any  determination  by the  Committee  on any  matter  with  respect to
performance  shares shall be final and binding on both the  Corporation  and the
awardee.

(C)  Other Stock Awards.

         The Committee  shall have the  authority in its  discretion to grant to
eligible  employees such other awards that are denominated or payable in, valued
in whole or in part by reference to, or otherwise based on or related to, shares
of Common Stock as deemed by the Committee to be consistent with the purposes of
the Plan, including, without limitation, purchase rights, shares awarded without
restrictions  or  conditions,  or  securities  or other  rights  convertible  or
exchangeable  into shares of Common Stock.  In the  discretion of the Committee,
such other stock awards,  including  shares of Common  Stock,  or other types of
awards  authorized under the Plan, may be used in connection with, or to satisfy
obligations  of the  Corporation  or a Subsidiary to eligible  employees  under,
other  compensation  or  incentive  plans,   programs  or  arrangements  of  the
Corporation or a Subsidiary,  including without  limitation the 1996 Performance
Unit  Plan,  the  Management   Incentive   Compensation  Plan  and  the  Savings
Restoration  Plan. The Committee shall  determine the terms and  conditions,  if
any, of any other stock awards made under the Plan.


                                    SECTION 7
                      Adjustment and Substitution of Shares

         If a dividend or other  distribution  shall be declared upon the Common
Stock  payable in shares of Common  Stock,  the number of shares of Common Stock
then subject to any outstanding stock options,  performance share or other stock
awards and the number of shares of Common  Stock  which may be issued  under the
Plan but are not then subject to  outstanding  stock  options or awards shall be
adjusted by adding thereto the number of shares of Common Stock which would have
been distributable thereon if such shares had been outstanding on the date fixed
for  determining  the  shareholders  entitled to receive such stock  dividend or
distribution.  Shares  of  Common  Stock  so  distributed  with  respect  to any
restricted shares held in escrow shall also be held by the Corporation in escrow
and  shall  be  subject  to  the  same  restrictions  as are  applicable  to the
restricted shares on which they were distributed.

         If the  outstanding  shares of Common  Stock  shall be changed  into or
exchangeable  for a  different  number  or kind of  shares  of  stock  or  other
securities of the Corporation or another corporation, or cash or other property,
whether  through  reorganization,   reclassification,   recapitalization,  stock
split-up,  combination of shares,  merger or consolidation,  then there shall be
substituted for each share of Common Stock subject to any then outstanding stock
option,  performance  share or other stock  award,  and for each share of Common
Stock  which may be issued  under the Plan but which is not then  subject to any
outstanding  stock  option or award,  the  number and kind of shares of stock or
other securities (and in the case of outstanding  options or awards, the cash or
other property) into which each  outstanding  share of the Common Stock shall be
so changed or for which each such share shall be exchangeable.  Unless otherwise
determined by the Committee in its discretion,  any such stock or securities, as
well as any cash or other property, into or for which any restricted shares held
in escrow shall be changed or exchangeable in any such transaction shall also be
held by the Corporation in escrow and shall be subject to the same  restrictions
as are  applicable  to the  restricted  shares in respect  of which such  stock,
securities, cash or other property was issued or distributed.

                                       10
<PAGE>

         In case of any  adjustment  or  substitution  as  provided  for in this
Section  7, the  aggregate  option  price for all  shares  subject  to each then
outstanding  stock option prior to such adjustment or substitution  shall be the
aggregate  option price for all shares of stock or other  securities  (including
any  fraction),  cash or other  property  to which such  shares  shall have been
adjusted or which shall have been  substituted  for such shares.  Any new option
price per share or other unit shall be carried to at least three decimal  places
with the last decimal place rounded upwards to the nearest whole number.

         No  adjustment  or  substitution  provided  for in this Section 7 shall
require  the  Corporation  to  issue  or sell a  fraction  of a share  or  other
security.  Accordingly,  all fractional  shares or other securities which result
from any such  adjustment or  substitution  shall be eliminated  and not carried
forward to any  subsequent  adjustment  or  substitution.  Owners of  restricted
shares  held in escrow  shall be treated in the same  manner as owners of Common
Stock not held in  escrow  with  respect  to  fractional  shares  created  by an
adjustment or substitution of shares,  except that, unless otherwise  determined
by the Committee in its discretion, any cash or other property paid in lieu of a
fractional share shall be subject to restrictions similar to those applicable to
the restricted shares exchanged therefor.

         If any such adjustment or  substitution  provided for in this Section 7
requires  the approval of  shareholders  in order to enable the  Corporation  to
grant incentive stock options,  then no such adjustment or substitution shall be
made without the required shareholder  approval.  Notwithstanding the foregoing,
in the case of incentive stock options,  if the effect of any such adjustment or
substitution  would be to cause the stock  option to fail to continue to qualify
as an incentive stock option or to cause a modification, extension or renewal of
such stock option  within the meaning of Section 424 of the Code,  the Committee
may elect that such adjustment or substitution  not be made but rather shall use
reasonable  efforts to effect  such other  adjustment  of each then  outstanding
stock option as the Committee, in its discretion, shall deem equitable and which
will not  result in any  disqualification,  modification,  extension  or renewal
(within the meaning of Section 424 of the Code) of such incentive stock option.


                                    SECTION 8
                       Additional Rights in Certain Events

(A)  Definitions.

         For  purposes  of this  Section 8, the  following  terms shall have the
following meanings:

                  (1) The term  "Person"  shall be used as that  term is used in
         Sections 13(d) and 14(d) of the Exchange Act.

                  (2)  Beneficial  Ownership  shall be determined as provided in
         Rule 13d-3 under the Exchange Act as in effect on the effective date of
         the Plan.

                  (3) "Voting  Shares"  shall mean all  securities  of a company
         entitling  the  holders  thereof  to  vote  in an  annual  election  of
         Directors  (without  consideration  of the rights of any class of stock
         other  than the Common  Stock to elect  Directors  by a separate  class
         vote); and a specified  percentage of "Voting Power" of a company shall
         mean such  number of the  Voting  Shares as shall  enable  the  holders
         thereof to cast such percentage of all the votes which could be cast in
         an annual election of directors (without consideration of the rights of
         any class of stock other than the Common Stock to elect  Directors by a
         separate class vote).

                  (4) "Tender Offer" shall mean a tender offer or exchange offer
         to acquire securities of the Corporation (other than such an offer made
         by the  Corporation  or any  Subsidiary),  whether or not such offer is
         approved or opposed by the Board.

                                       11
<PAGE>

                  (5)  "Section  8 Event"  shall mean the date upon which any of
         the following events occurs:

                           (a) The Corporation  acquires  actual  knowledge that
                  any Person other than the  Corporation,  a  Subsidiary  or any
                  employee  benefit  plan(s)  sponsored by the  Corporation  has
                  acquired the Beneficial Ownership,  directly or indirectly, of
                  securities of the Corporation  entitling such Person to 10% or
                  more of the Voting Power of the Corporation;

                           (b) A Tender Offer is made to acquire  securities  of
                  the  Corporation  entitling the holders thereof to 20% or more
                  of the Voting Power of the Corporation; or

                           (c) A  solicitation  subject to Rule 14a-11 under the
                  Exchange Act (or any successor  Rule) relating to the election
                  or removal  of 50% or more of the  members of any class of the
                  Board shall be made by any person other than the  Corporation;
                  or

                           (d) The shareholders of the Corporation shall approve
                  a merger,  consolidation,  share exchange, division or sale or
                  other  disposition of assets of the Corporation as a result of
                  which the shareholders of the Corporation immediately prior to
                  such  transaction  shall not  hold,  directly  or  indirectly,
                  immediately  following  such  transaction  a  majority  of the
                  Voting Power of (i) in the case of a merger or  consolidation,
                  the surviving or resulting corporation,  (ii) in the case of a
                  share exchange, the acquiring corporation or (iii) in the case
                  of a division or a sale or other  disposition of assets,  each
                  surviving,   resulting   or   acquiring   corporation   which,
                  immediately following the transaction,  holds more than 10% of
                  the consolidated  assets of the Corporation  immediately prior
                  to the transaction;

         provided,  however,  that  (i) if  securities  beneficially  owned by a
         grantee are  included in  determining  the  Beneficial  Ownership  of a
         Person  referred to in paragraph 5(a), (ii) a grantee is required to be
         named pursuant Item 2 of the Schedule  14D-1 (or any similar  successor
         filing requirement)  required to be filed by the bidder making a Tender
         Offer  referred  to in  paragraph  5(b)  or  (iii)  if a  grantee  is a
         "participant"  as  defined  in 14a-11  under the  Exchange  Act (or any
         successor  Rule) in a solicitation  (other than a  solicitation  by the
         Corporation)  referred to in  paragraph  5(c),  then no Section 8 Event
         with respect to such grantee shall be deemed to have occurred by reason
         of such event.

(B)  Acceleration of the Exercise Date of Stock Options.

         Subject to the  provisions of Section 4 in the case of incentive  stock
options,  unless the  agreement  referred to in Section  5(H),  or an  amendment
thereto, shall otherwise provide,  notwithstanding any other provision contained
in the Plan, in case any "Section 8 Event" occurs all outstanding  stock options
(other  than  those  held by a person  referred  to in the  proviso  to  Section
8(a)(5)) shall become immediately and fully exercisable whether or not otherwise
exercisable by their terms.

(C)  Extension of the Expiration Date of Stock Options.

         Subject to the  provisions of Section 4 in the case of incentive  stock
options,  unless the  agreement  referred to in Section  5(H),  or an  amendment
thereto, shall otherwise provide,  notwithstanding any other provision contained
in the Plan, all stock options held by a grantee (other a grantee referred to in
the proviso to Section  8(a)(5))  whose  employment  with the  Corporation  or a
Subsidiary  terminates  within  one year of any  Section 8 Event for any  reason
other  than  voluntary  termination  with the  consent of the  Corporation  or a
Subsidiary,  retirement  under  any  retirement  plan  of the  Corporation  or a
Subsidiary or death shall be  exercisable  for a period of three months from the
date of such  termination  of  employment,  but in no event after the expiration
date of the stock option.

                                       12
<PAGE>

(D)  Lapse of Restrictions on Restricted Share Awards.

         If any  "Section 8 Event"  occurs prior to the  scheduled  lapse of all
restrictions  applicable to  restricted  share awards under the Plan (other than
those held by a person  referred  to in the  proviso to Section  8(a)(5)),  then
unless the agreement referred to in Section 6(A), or an amendment thereto, shall
otherwise provide,  all such restrictions shall lapse upon the occurrence of any
such "Section 8 Event" regardless of the scheduled lapse of such restrictions.

(E)  Payment of Performance Shares.

         If any  "Section 8 Event"  occurs  prior to the end of any  Performance
Period,  then unless otherwise  provided in the applicable award agreement,  all
performance  shares awarded with respect to such Performance  Period (other than
those held by a person  referred to in the proviso to Section  8(a)(5)) shall be
deemed to have been fully earned as of the date of such Section 8 Event  without
regard to actual  performance,  and as of the date of the  Section 8 Event there
shall be due and payable to the awardee with respect  thereto the maximum number
of performance shares which could have been earned during the Performance Period
through  achievement  of the  Performance  Maximum,  if  any,  or if  none,  the
Performance Target.

                                    SECTION 9
           Effect of the Plan on the Rights of Employees and Employer

         Neither  the  adoption  of the Plan nor any  action of the Board or the
Committee pursuant to the Plan shall be deemed to give any employee any right to
be granted a stock  option (with or without  reload  option  rights  and/or cash
payment rights),  restricted  shares,  performance  shares or other stock awards
under the Plan.  Nothing in the Plan, in any stock option,  reload option rights
or cash  payment  rights  granted  under  the  Plan,  in any  restricted  share,
performance  share or  other  stock  award  under  the Plan or in any  agreement
providing  for any of the  foregoing  shall  confer any right to any employee to
continue in the employ of the  Corporation or any Subsidiary or interfere in any
way with the  rights of the  Corporation  or any  Subsidiary  to  terminate  the
employment of any employee at any time.


                                   SECTION 10
                                    Amendment

         The  right to amend  the Plan at any time and from time to time and the
right to revoke or terminate  the Plan are hereby  specifically  reserved to the
Board;  provided that no amendment of the Plan shall be made without shareholder
approval  (1) if the effect of the  amendment  is (a) to make any changes in the
class of employees  eligible to receive  incentive stock options under the Plan,
(b) to  increase  the number of shares  with  respect to which  incentive  stock
options  may be granted  under the Plan or (2) if  shareholder  approval  of the
amendment is at the time required (a) by the rules of the NASDAQ National Market
System or any stock exchange on which the Common Stock may then be listed or (b)
for nonstatutory  stock options or performance  shares granted under the Plan to
qualify as "performance  based  compensation" as then defined in the regulations
under  Section  162(m) of the Code.  No  alteration,  amendment,  revocation  or
termination  of the Plan shall,  without the written  consent of the holder of a
stock option,  reload option rights,  cash payment  rights,  restricted  shares,
performance  shares or other stock  award  theretofore  awarded  under the Plan,
adversely affect the rights of such holder with respect thereto.

                                   SECTION 11
                       Effective Date and Duration of Plan

         The effective  date and date of adoption of the Plan shall be March 27,
1997, the date of adoption of the Plan by the Board, provided that such adoption
of the Plan by the Board is approved by a majority of the votes cast at a duly

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held  meeting  of  shareholders  held on or prior to March  26,  1998 at which a
quorum   representing  a  majority  of  the  outstanding  voting  stock  of  the
Corporation  is,  either in person or by proxy,  present  and  voting.  No stock
option  granted  under  the Plan may be  exercised,  and no  restricted  shares,
performance  shares  or other  stock  award  may be  payable,  until  after  and
contingent  upon such  approval.  No stock option,  reload option  rights,  cash
payment rights,  restricted shares,  performance shares or other stock award may
be granted  under the Plan  subsequent  to March 26,  2007,  except  that reload
options and  associated  cash payment  rights may be granted  pursuant to reload
option rights then outstanding.


                                   SECTION 12
                                   Withholding

         Income  or  employment  taxes may be  required  to be  withheld  by the
Corporation  or a Subsidiary in connection  with the exercise of a stock option,
upon a  "disqualifying  disposition"  of the shares acquired upon exercise of an
incentive  stock option,  at the time  restricted  shares are granted or vest or
performance  shares  are earned or upon the  receipt  by the  grantee of cash in
payment of cash payment  rights or dividends on  restricted  stock which has not
vested.  Except as provided below, the grantee shall pay the Corporation in cash
the amount required to be withheld.

         A grantee may elect to have any  withholding  obligation at the time of
the exercise of a  nonstatutory  stock option or at the time  restricted  shares
vest or performance  shares are earned satisfied by the Corporation  withholding
from the shares of Common Stock the grantee would otherwise  receive full shares
of Common Stock having a fair market  value,  determined  as provided in Section
5(I), on the date that the amount of tax to be withheld is determined  equal to,
or as nearly  equal as  possible  to but less than,  the amount  required  to be
withheld.  The  Corporation  will  request  that the grantee pay any  additional
amount  required to be  withheld  directly  to the  Corporation  in cash and the
grantee's election may be subject to any requirements  imposed by the Committee.
Any income or employment taxes required to be withheld by the Corporation or any
of its  Subsidiaries  upon the receipt by the grantee of cash in payment of cash
payment rights or dividends will be satisfied by the  Corporation by withholding
the taxes  required to be withheld  from the cash the  grantee  would  otherwise
receive.

If a grantee does not pay any income or employment taxes required to be withheld
by the  Corporation or any of its  Subsidiaries  within ten days after a request
for the payment of such taxes,  the  Corporation or such Subsidiary may withhold
such taxes from any other compensation to which the grantee is entitled from the
Corporation or any of its subsidiaries.

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