Exhibit 10.2

                            KEYSTONE FINANCIAL, INC.

                            1988 STOCK INCENTIVE PLAN

                                (As Amended 1991)

     The purposes of the 1988 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,  none of whom has been during his service on
the  Committee  or within one year prior to  becoming a member of the  Committee
granted or awarded  equity  securities  (as "equity  security" is defined in the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in regulations
of the Securities and Exchange  Commission  ("SEC") under Section 16 of the 1934
Act)  pursuant  to the Plan or any other plan of the  Corporation  or any of its
affiliates (as  "affiliates" is defined in regulations of the SEC under the 1934
Act) other than (i) the Corporation's 1990 Non-Employee  Directors' Stock Option
Plan or (ii)  another  plan under  which the receipt of equity  securities  by a
Director would not disqualify  such Director as a  "disinterested  person" under
regulations of the SEC under Section 16 of the 1934 Act.

     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 a majority of the  Committee,  shall be
the acts of the Committee.
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                                    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  alternative stock  appreciation  rights,  cash payment rights,
limited  stock  appreciation  rights  and/or  limited  cash  payment  rights) or
stand-alone   stock   appreciation   rights  (with  or  without   limited  stock
appreciation rights) and to receive restricted share,  performance unit or bonus
share 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
alternative  stock  appreciation  rights,  cash payment  rights,  limited  stock
appreciation  rights and/or limited cash payment rights) and  stand-alone  stock
appreciation  rights (with or without limited stock appreciation  rights) and to
award restricted shares,  performance units and bonus shares as described herein
and to determine the employees to whom any such grant or award shall be made and
the  number  of  shares  or units to be  covered  thereby.  In  determining  the
eligibility of any employee,  as well as in determining  the number of shares or
units  covered  by each  grant  or award of a stock  option,  stand-alone  stock
appreciation  rights,  restricted  shares,  performance  units or bonus  shares,
whether  alternative stock  appreciation  rights,  cash payment rights,  limited
stock appreciation rights and/or limited cash payment rights shall be granted in
conjunction  with a stock option and whether limited stock  appreciation  rights
shall be granted in conjunction with stand-alone stock appreciation  rights, 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.

                                    SECTION 3
                         Shares Available under the Plan

     The  aggregate  number of shares of the Common Stock which may be issued or
delivered and as to which grants or awards of stock options,  stock appreciation
rights without related stock options ("stand-alone stock appreciation  rights"),
restricted shares,  performance units or bonus shares may be made under the Plan
is  500,000  shares,  subject to  adjustment  and  substitution  as set forth in
Section 7. If any stock option or stand-alone stock  appreciation  right granted
under the Plan 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;  however,  solely for
the purpose of determining  the number of shares of the Common Stock as to which
grants  or awards  of stock  options,  stand-alone  stock  appreciation  rights,
restricted  shares,  performance  units and bonus  shares  may be made under the
Plan, to the extent that alternative stock  appreciation  rights,  limited stock
appreciation rights or limited cash payment rights granted in conjunction with a
stock option or limited stock  appreciation  rights granted in conjunction  with
stand-alone  stock  appreciation  rights are  exercised  and the stock option or
stand-alone stock appreciation rights surrendered unexercised, such stock option
or stand-alone stock appreciation  rights shall be deemed to have been exercised
instead,  and the shares of the Common  Stock  which  otherwise  would have been
issued or  delivered  upon the  exercise  of such stock  option or the number of
shares covered by such stand-alone stock appreciation  rights shall not again be
available  for the grant or award of any other stock option,  stand-alone  stock
appreciation rights, restricted shares, performance units or bonus shares under

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the Plan.  If any shares of the Common Stock are  forfeited  to the  Corporation
pursuant to the restrictions  applicable to restricted  shares awarded under the
Plan, the number of shares so forfeited shall again be available for purposes of
the Plan. To the extent any award of performance  units 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 or delivered
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.

                                    SECTION 4
               Grant of Stock Options, Stock Appreciation Rights,
             Cash Payment Rights, Limited Stock Appreciation Rights
                  and Limited Cash Payment Rights and Awards of
              Restricted Shares, Performance Units and Bonus Shares

     The  Committee  shall  have  authority,  in its  discretion,  (a) to  grant
"incentive stock options"  pursuant to Section 422A of the Internal Revenue Code
of 1986 (the "Code"), to grant "nonstatutory stock options" (i.e., stock options
which do not qualify under such Section 422A of the Code) or to grant both types
of  stock  options  (but  not  in  tandem),   (b)  to  grant  stand-alone  stock
appreciation  rights,  (c) to award restricted  shares, (d) to award performance
units  and (e) to  award  bonus  shares.  The  Committee  also  shall  have  the
authority,  in its discretion,  to grant stock appreciation rights ("alternative
stock  appreciation  rights") in  conjunction  with  incentive  stock options or
nonstatutory  stock  options with the effect  provided in Section 5(D), to grant
cash payment  rights in  conjunction  with  nonstatutory  stock options with the
effect provided in Section 5(E), to grant limited stock  appreciation  rights in
conjunction  with  incentive  stock  options,   nonstatutory  stock  options  or
stand-alone stock  appreciation  rights with the effect provided in Section 8(D)
and to grant limited cash payment rights in conjunction with nonstatutory  stock
options with the effect provided in Section 8(E). Alternative stock appreciation
rights and limited stock  appreciation  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 and limited cash payment rights may not
be granted in  conjunction  with  incentive  stock  options.  Alternative  stock
appreciation  rights,  cash payment rights,  limited stock  appreciation  rights
and/or limited 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.  Limited  stock
appreciation  rights granted in conjunction with stand-alone stock  appreciation
rights  may be granted  either at the time the  stand-alone  stock  appreciation
rights are granted or at any time thereafter  during the term of the stand-alone
stock appreciation rights.

     No  employee   shall  be  granted  stock  options  or   stand-alone   stock
appreciation rights or awarded restricted, performance or bonus shares under the
Plan (disregarding cancelled, terminated or expired stock options or stand-alone
stock appreciation rights, forfeited restricted shares or performance shares not
earned) for an aggregate  number of shares in excess of ten percent (10%) of the
total number of shares which may be issued or delivered under the Plan. For the

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purposes of this  limitation,  any adjustment or  substitution  made pursuant to
Section 7 with respect to shares  which have not been issued or delivered  under
the Plan  shall  also be made  with  respect  to (a)  shares  already  issued or
delivered  under  the Plan  upon the  exercise  of  stock  options,  an award of
restricted  or bonus  shares or the earning of  performance  shares,  (b) shares
which would have been issued or  delivered  upon the  exercise of stock  options
under the Plan but for the exercise of alternative  stock  appreciation  rights,
limited stock appreciation  rights or limited cash payment rights in lieu of the
exercise of stock  options  prior to such  adjustment  or  substitution  and (c)
shares covered by previously exercised  stand-alone stock appreciation rights or
by previously exercised limited stock appreciation rights granted in conjunction
with stand-alone stock appreciation rights.

     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, for incentive
stock options granted after December 31, 1986, as required by Section 422A(b)(7)
of the Code as enacted by the Tax Reform Act of 1986,  the aggregate fair market
value,  determined  as  provided  in  Section  5(I) on the date of grant of such
incentive  stock  options,  of the shares with  respect to which such  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 or an amendment  thereto,  and the  acceleration of such exercise date
would result in a violation of the restriction required by Section 422A(b)(7) of
the Code set forth in the preceding  sentence,  then,  notwithstanding  any such
provision,  but subject to the provisions of the next succeeding  sentence,  the
exercise date of such incentive  stock options shall be accelerated  only to the
extent,  if any, that does not result in a violation of such restriction and, in
such event,  the exercise  date of the  incentive  stock options with the lowest
option price shall be accelerated  first. If legislation is enacted modifying or
removing the $100,000  restriction required by Section 422A(b)(7) of the Code as
enacted  by the  Tax  Reform  Act of  1986,  as of the  effective  date  of such
legislation  the Committee may in its  discretion  modify or waive in accordance
with such  legislation  the $100,000  restriction  set forth above for incentive
stock options  granted (and to be granted) after December 31, 1986 and authorize
the acceleration,  if any, of the exercise date of incentive stock options up to
the maximum extent permitted by such  legislation  (even if such incentive stock
options are converted in part to nonstatutory stock options).


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

     Stock options,  stand-alone stock  appreciation  rights,  alternative stock
appreciation  rights and cash  payment  rights  granted  under the Plan shall be
subject to the following terms and conditions  (stand-alone  stock  appreciation
rights and alternative stock appreciation rights being herein sometimes referred
to collectively as "stock appreciation rights"):

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                  (A) The  purchase  price at which  each  stock  option  may be
         exercised (the "option price") and the base price for stand-alone stock
         appreciation  rights  (the  "base  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 or  stand-alone  stock
         appreciation rights 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. If alternative  stock  appreciation  rights
         are granted in conjunction  with a stock option,  the base price of the
         alternative stock  appreciation  rights shall equal the option price of
         the related stock option.  For purposes of this Section 5(A),  the fair
         market  value of the Common  Stock shall be  determined  as provided in
         Section 5(I).  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);  provided,
         however,  that in lieu of such  cash 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 the Common Stock having a fair
         market value on the date of exercise of the stock option, determined as
         provided  in Section  5(I),  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 the  Common  Stock  which have been held for less
         than one year may be  delivered  in payment  of the  option  price of a
         stock  option.  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.  Payment of the option
         price with shares shall not increase the number of shares of the Common
         Stock  which may be issued or  delivered  under the Plan as provided in
         Section 3.

                  (C) No stock  option  or  stock  appreciation  right  shall be
         exercisable by a grantee during  employment during the first six months
         of its term, except that this limitation on exercise shall not apply if
         Section 8(B)  becomes  applicable.  No incentive  stock option shall be
         exercisable  after the  expiration of ten years (five years in the case
         of a Ten  Percent  Employee)  from the date of grant.  No  nonstatutory
         stock  option  or  stand-alone  stock  appreciation   rights  shall  be
         exercisable  after the  expiration of ten years and six months from the
         date of  grant.  A stock  option  or stock  appreciation  rights to the
         extent  exercisable  at any time may be  exercised in whole or in part.
         Except as provided in the last  sentence of the next to last  paragraph
         of Section  8(D),  alternative  stock  appreciation  rights  granted in
         conjunction  with a stock option may only be exercised  when and to the
         extent the stock  option may be  exercised  and only by the same person
         who is entitled to exercise  the stock option  except that  alternative
         stock  appreciation  rights  granted in  conjunction  with an incentive
         stock option shall not be  exercisable  unless the fair market value of
         the Common  Stock on the date of exercise  exceeds the option  price of
         the shares subject to the incentive stock option.

                  (D) A person  exercising  stock  appreciation  rights shall be
         entitled to receive from the  Corporation  that number of shares of the
         Common  Stock  having an  aggregate  fair  market  value on the date of
         exercise of the stock  appreciation  rights  equal to the excess of the
         fair  market  value of one  share of the  Common  Stock on such date of
         exercise  over the base  price  per share  times  the  number of shares
         covered by the stock appreciation rights, or portion thereof, which are
         exercised, except that cash shall be paid by the Corporation in lieu of

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         a  fraction  of a share.  At the time  alternative  stock  appreciation
         rights  are  exercised,  the stock  option or portion  thereof  related
         thereto shall be  surrendered  unexercised to the  Corporation.  To the
         extent that alternative stock  appreciation  rights are exercised,  the
         stock option, or portion thereof, which is surrendered  unexercised and
         any limited stock  appreciation  rights or limited cash payment  rights
         granted in  conjunction  with such stock  option,  or portion  thereof,
         shall  automatically  terminate.  To the extent that stand-alone  stock
         appreciation  rights are  exercised,  any  limited  stock  appreciation
         rights granted in conjunction with such stand-alone stock  appreciation
         rights, or the portion thereof which is exercised,  shall automatically
         terminate.  The Committee shall have the authority,  in its discretion,
         to determine whether the obligation of the Corporation upon exercise of
         stock  appreciation  rights shall be paid in cash or partly in cash and
         partly in  shares,  except  that the  Corporation  shall not pay to any
         person who is subject to the  provisions  of Section  16(b) of the 1934
         Act at the time of exercise of stock appreciation rights any portion of
         the  obligation  of the  Corporation  in cash (except cash in lieu of a
         fraction of a share)  unless and until at least six months have elapsed
         from the date of grant of the stock appreciation rights and unless such
         stock appreciation  rights are exercised during the period beginning on
         the third and ending on the twelfth  business day following the date of
         release for  publication of the quarterly or annual summary  statements
         of sales and earnings of the Corporation. The date of exercise of stock
         appreciation rights shall be determined under procedures established by
         the Committee, and payment under this Section 5(D) shall be made by the
         Corporation  as soon as practicable  after the date of exercise.  As of
         the date of  exercise,  the person  exercising  the stock  appreciation
         rights  shall be  considered  for all  purposes  to be the owner of any
         shares  which are to be issued or  delivered  upon the  exercise of the
         stock  appreciation  rights.  To the  extent  that the stock  option in
         conjunction with which alternative stock appreciation  rights have been
         granted is exercised, cancelled, terminates or expires, the alternative
         stock appreciation rights shall be cancelled.  For the purposes of this
         Section  5(D),  the fair  market  value of the  Common  Stock  shall be
         determined as provided in Section 5(I).

                  (E)  Cash  payment  rights  granted  in  conjunction   with  a
         nonstatutory  stock option shall  entitle the person who is entitled to
         exercise  the stock  option,  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
         such percentage as the Committee,  in its  discretion,  shall determine
         not greater than one hundred  percent  (100%) of the excess of the fair
         market  value of a share of the Common Stock on the date of exercise of
         the  stock  option  (or on the  alternative  date  provided  for in the
         following sentence) over the option price per share of the stock option
         times the  number of shares  covered  by the stock  option,  or portion
         thereof,  which is  exercised.  If any such  person is  subject  to the
         provisions  of Section 16(b) of the 1934 Act at the time of exercise of
         the stock  option,  the amount of such cash payment shall be determined
         as of an  alternative  date  which  shall  be  the  day  on  which  the
         restrictions  imposed by Section  16(b) of the 1934 Act no longer apply
         for  purposes of Section 83 of the Code.  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.  For
         purposes of this  Section  5(E),  the fair  market  value of the Common
         Stock shall be determined as provided in Section 5(I).

                  (F) No stock  option  or stock  appreciation  rights  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 stock  options and
         stock  appreciation  rights shall be exercisable during the lifetime of
         the grantee only by the grantee.

                  (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  422A(c)(7) 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;

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                           (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 or  stand-alone  stock
                  appreciation  rights 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  nonstatutory
                  stock  option  or  stand-alone  stock  appreciation  rights 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 or stand-alone stock  appreciation  rights held by such
                  grantee shall be  exercisable  by the grantee in full (whether
                  or not so exercisable by the grantee  immediately prior to the
                  termination of employment) by the grantee at any time prior to
                  the expiration date of such stock option or stand-alone  stock
                  appreciation  rights  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 outstanding stock option or stand-alone stock
                  appreciation  rights  held by the grantee at the time of death
                  shall be exercisable in full (whether or not so exercisable by
                  the grantee  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 stand-alone stock  appreciation  rights
                  or shall die  intestate,  by the legal  representative  of the
                  grantee at any time prior to the expiration date of such stock
                  option or stand-alone stock appreciation  rights 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  or
                  stand-alone  stock  appreciation  rights are exercisable,  any
                  outstanding  stock option or  stand-alone  stock  appreciation
                  rights  held by the  grantee  at the  time of  death  shall be
                  exercisable by such person entitled to do so under the Will of
                  the grantee or by such legal  representative  (but only to the
                  extent  the stock  option or  stand-alone  stock  appreciation
                  rights  were exercisable  by the grantee  immediately prior to
                  the death of the grantee) at any time prior to the  expiration
                  date of such stock option or  stand-alone  stock  appreciation
                  rights or within one year  after the date of death,  whichever
                  is the shorter period; and

                           (vi) Unless the exercise  period of a stock option or
                  stand-alone stock appreciation rights 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  outstanding  stock
                  options and stand-alone stock appreciation  rights held by the
                  grantee at the time of such  termination  of employment  shall
                  automatically terminate.

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     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,  stock  appreciation  rights,  restricted
shares or performance units 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 and stock appreciation rights held by the grantee,
declare  forfeited  all  restricted  shares  held by the grantee as to which the
restrictions have not yet lapsed and terminate all outstanding  performance unit
awards held by the grantee for which the applicable  Performance  Period has not
been  completed;  provided,  however,  that this sentence shall not apply if the
exercise  period  of a stock  option  or  stock  appreciation  rights  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(F) or if a  performance  unit has been deemed to have
been earned as provided  in Section  8(G).  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,  stock  appreciation  rights  and cash
         payment  rights  shall be confirmed  by an  agreement,  or an amendment
         thereto,  which shall be executed on behalf of the  Corporation  by the
         Chief Executive Officer (if other than the President), the President or
         any Vice President and by the grantee.

                  (I) 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
         1934 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 the  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 the 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.

                                      8

                  (J) The  obligation  of the  Corporation  to issue or  deliver
         shares of the 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 or stock  appreciation  rights 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 Unit and Bonus Share 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 the 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),  the  duration  of  such
restrictions,  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 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 on behalf of
the  Corporation by the Chief  Executive  Officer (if other than the President),
the President or any Vice President, and by the grantee.

     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 such 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.

                                       9

(B)  Performance Units.

     The  Committee  may award  performance  units  which  shall be earned by an
awardee based on the level of performance over a specified period of time by the
Corporation,  a Subsidiary  or  Subsidiaries,  any branch,  department  or other
portion thereof or the awardee individually, as determined by the Committee. For
the purposes of the grant of performance units, the following  definitions shall
apply:
                    (i)  "performance  unit" shall mean an award,  expressed  in
         dollars or shares of Common  Stock,  granted to an awardee with respect
         to a Performance Period. Awards expressed in dollars may be established
         as fixed dollar amounts,  as a percentage of salary, as a percentage of
         a  pool  based  on  earnings  of  the  Corporation,   a  Subsidiary  or
         Subsidiaries  or any branch,  department or other portion thereof or in
         any  other  manner  determined  by the  Committee  in  its  discretion,
         provided that the amount  thereof shall be capable of being  determined
         as a fixed dollar amount as of the close of the Performance Period.

                   (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   Target"   shall   mean  that  level  of
         performance established by the Committee which must be met in order for
         the performance unit to be fully earned.  The Performance Target may be
         expressed  in terms of  earnings  per share,  return on  assets,  asset
         growth,  ratio of capital  to assets or such  other  level or levels of
         accomplishment  by the Corporation,  a Subsidiary or Subsidiaries,  any
         branch, department or other portion thereof or the awardee individually
         as may be established or revised from time to time by the Committee.

                                      9

                   (iv)   "Minimum   Target"  shall  mean  a  minimal  level  of
         performance  established by the Committee  which must be met before any
         part of the performance  unit is earned.  The Minimum Target may be the
         same as or less than the  Performance  Target in the  discretion of the
         Committee.

                    (v)  "performance  shares" shall mean shares of Common Stock
         issued or delivered in payment of earned performance units.

     An  awardee  shall  earn  the  performance  unit  in full  by  meeting  the
Performance  Target for the  Performance  Period.  If the Minimum Target has not
been attained at the end of the Performance  Period,  no part of the performance
unit shall have been earned by the  awardee.  If the Minimum  Target is attained
but the Performance Target is not attained,  the portion of the performance unit
earned by the awardee shall be determined on the basis of a formula  established
by the Committee.

     At any time prior to the end of a  Performance  Period,  the  Committee may
adjust  downward  (but not upward)  the  Performance  Target  and/or the Minimum
Target as a result of major events unforseen at the time of the performance unit
award,  such as  changes  in the  economy,  the  industry,  laws  affecting  the
operations of the  Corporation  or a Subsidiary or any other event the Committee
determines would have a significant impact upon the probability of attaining the
previously established Performance Target.

     Payment of earned performance units shall be made to awardees following the
close of the Performance Period as soon as practicable after the time the amount
payable is determined by the Committee. Payment in respect of earned performance
units, whether expressed in dollars or shares, may be made in cash, in shares of

                                       10

Common  Stock,  or partly in cash and  partly  in  shares  of Common  Stock,  as
determined  by  the  Committee  at  the  time  of  payment.  For  this  purpose,
performance  units  expressed  in dollars  shall be  converted  to  shares,  and
performance  units  expressed in 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.

     If prior to the  close  of the  Performance  Period  the  employment  of an
awardee of performance  units is voluntarily  terminated with the consent of the
Corporation or a Subsidiary or the awardee  retires under any retirement plan of
the  Corporation  or a  Subsidiary  or the awardee dies during  employment,  the
Committee may in its absolute discretion determine to pay all or any part of the
performance  unit based upon the extent to which the  Committee  determines  the
Performance  Target  or  Minimum  Target  has  been  achieved  as of the date of
termination  of  employment,  retirement or death,  the period of time remaining
until the close of the  Performance  Period  and/or  such  other  factors as the
Committee may deem relevant.  If the Committee in its discretion determines that
all or any part of the performance unit shall be paid,  payment shall be made to
the  awardee or his or her estate as  promptly  as  practicable  following  such
determination  and may be made in cash, in shares of Common Stock,  or partly in
cash and partly in shares of Common Stock, as determined by the Committee at the
time of payment. For this purpose,  performance units expressed in dollars shall
be  converted  to shares,  and  performance  units  expressed in 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.

     Except as  otherwise  provided in Section  8(G),  if the  employment  of an
awardee of  performance  units  terminates  prior to the close of a  Performance
Period 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, the performance units of the awardee shall
be deemed not to have been earned,  and no portion of such performance units may
be paid. Whether  termination of employment is a voluntary  termination with the
consent  of  the  Corporation  or a  Subsidiary  shall  be  determined,  in  its
discretion,  by the Committee.  Any determination by the Committee on any matter
with  respect  to  performance  units  shall be final  and  binding  on both the
Corporation and the awardee.
                                       10

     Performance  unit awards shall be  evidenced by a written  agreement in the
form  prescribed by the Committee  which shall set forth the amount or manner of
determining the amount of the  performance  unit, the  Performance  Period,  the
Performance Target and any Minimum Target and such other terms and conditions as
the Committee in its discretion deems appropriate. Performance unit awards shall
be effective only upon execution of the applicable performance unit agreement on
behalf of the  Corporation  by the Chief  Executive  Officer  (if other than the
President), the President or any Vice President, and by the awardee.

(C)  Bonus Shares.

     The  Committee  shall have the  authority in its  discretion to award bonus
shares of Common Stock to eligible employees from time to time in recognition of
the  contribution  of the  awardee  to the  performance  of the  Corporation,  a
Subsidiary or Subsidiaries,  or any branch, department or other portion thereof,
in recognition of the awardee's  individual  performance or on the basis of such
other factors as the Committee may deem relevant.

                                       11

                                    SECTION 7
                      Adjustment and Substitution of Shares

     If a dividend or other distribution shall be declared upon the Common Stock
payable in shares of the Common Stock,  the number of shares of the Common Stock
then subject to any  outstanding  stock options,  stock  appreciation  rights or
restricted  share,  performance  unit or bonus  share  awards  and the number of
shares of the Common Stock which may be issued or  delivered  under the Plan but
are not then subject to outstanding stock options,  stock appreciation rights or
restricted  share,  performance  unit or bonus share awards shall be adjusted by
adding  thereto  the number of shares of the 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.

     If the  outstanding  shares of the 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,   whether  through
reorganization, reclassification,  recapitalization, stock split-up, combination
of shares,  merger or  consolidation,  then there shall be substituted  for each
share of the Common Stock subject to any then  outstanding  stock option,  stock
appreciation rights or restricted share,  performance unit or bonus share award,
and for each share of the Common  Stock which may be issued or  delivered  under
the Plan but which is not then subject to any  outstanding  stock option,  stock
appreciation rights or restricted share,  performance unit or bonus share award,
the  number  and kind of shares of stock or other  securities  into  which  each
outstanding share of the Common Stock shall be so changed or for which each such
share shall be exchangeable.

     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 and the  aggregate  base price for all shares  subject to each then
outstanding  grant of stock  appreciation  rights  prior to such  adjustment  or
substitution shall be the aggregate option price or base price for all shares of
stock or other  securities  (including  any fraction) to which such shares shall
have been adjusted or which shall have been substituted for such shares. Any new
option price or base price per share 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 shall be
treated in the same manner as the Corporation  treats owners of its Common Stock
with respect to fractional  shares created by an adjustment or  substitution  of
shares,  except  that any  property or cash 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 425 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 425 of the Code) of such incentive stock option.

                                       12

                                    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 1934 Act.

                  (2)  Beneficial  Ownership  shall be determined as provided in
         Rule 13d-3 under the 1934 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.

                  (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 25% or
                  more of the Voting Power of the Corporation;

                           (b) (i) A Tender Offer is made to acquire  securities
                  of the  Corporation  entitling  the holders  thereof to 50% or
                  more of the Voting  Power of the  Corporation;  or (ii) Voting
                  Shares are first purchased pursuant to any other Tender Offer;
                  or

                           (c) At any time less than 60% of the  members  of the
                  Board of Directors  shall be  individuals  who were either (i)
                  Directors  on  the   effective   date  of  the  Plan  or  (ii)
                  individuals  whose election,  or nomination for election,  was
                  approved  by a vote  (including  a vote  approving a merger or
                  other   agreement   providing  for  the   membership  of  such
                  individuals on the Board of Directors) of at least  two-thirds
                  of the  Directors  then still in office who were  Directors on
                  the effective date of the Plan or who were so approved.

(B)  Acceleration of the Exercise Date of Stock Options and Stock Appreciation
     Rights.

     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 (i) all  outstanding  stock
options  and  stock  appreciation  rights  shall  become  immediately  and fully
exercisable whether or not otherwise exercisable by their terms, (ii) payment by
the Corporation upon exercise of stock appreciation  rights held by a person who
is  subject to the  provisions  of  Section  16(b) of the 1934 Act (which  stock
appreciation  rights have been held less than six months at the time of exercise
following  a  Section  8 Event)  shall be made by the  Corporation  in shares of
Common Stock (except that cash may be paid in lieu of a fraction of a share) and
(iii) payment by the Corporation upon exercise of stock appreciation rights held
by such a person  (which stock  appreciation  rights have been held at least six
months on the date of  exercise  following  a Section 8 Event)  shall be made in
cash if the date of  exercise  is within  sixty (60) days  following a Section 8
Event,  whether  or not the date of  exercise  is within one of the ten (10) day
periods provided for in Section 5(D).

(C)  Extension of the Expiration Date of Stock Options and Stock Appreciation
     Rights.

         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 and stock  appreciation  rights held by a grantee
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.

                                       13

(D)  Limited Stock Appreciation Rights.

     Limited  stock  appreciation  rights  granted in  conjunction  with a stock
option or in conjunction with  stand-alone  stock  appreciation  rights shall be
exercisable for a period of sixty (60) days following any Section 8 Event by the
same person who is entitled to exercise  the stock option or  stand-alone  stock
appreciation  rights.  Limited stock appreciation  rights entitle such person to
surrender the stock option or  stand-alone  stock  appreciation  rights,  or any
portion  thereof,  unexercised  and to receive from the  Corporation in exchange
therefor  cash in the amount  provided  for below in this Section  8(D).  To the
extent that limited stock appreciation rights are exercised, the stock option or
stand-alone stock appreciation rights, or portion thereof,  which is surrendered
unexercised  and any  alternative  stock  appreciation  rights or  limited  cash
payment  rights  granted  in  conjunction  with such  stock  option,  or portion
thereof, shall automatically terminate.

     Notwithstanding the foregoing, limited stock appreciation rights may not be
exercised by a person who is subject to the  provisions  of Section 16(b) of the
1934 Act at the time of exercise of the limited stock appreciation rights unless
and until at least six months have elapsed from the date of grant of the limited
stock appreciation rights; provided, however, that if limited stock appreciation
rights are granted in  conjunction  with a stock option as to which  alternative
stock  appreciation  rights have  previously  been  granted,  the limited  stock
appreciation rights shall be deemed to have been granted at the time of grant of
such alternative stock  appreciation  rights,  and if limited stock appreciation
rights are granted in conjunction with stand-alone  stock  appreciation  rights,
the limited  stock  appreciation  rights shall be deemed to have been granted at
the time of grant of such stand-alone stock appreciation  rights.  Limited stock
appreciation  rights granted in conjunction with an incentive stock option shall
also not be  exercisable  unless the then fair market value of the Common Stock,
determined  as  provided  in Section  5(I),  exceeds  the  option  price of such
incentive  stock option and unless such incentive  stock option is  exercisable.
Cash is payable to a person who is subject to the provisions of Section 16(b) of
the  1934 Act at the time of  exercise  of  limited  stock  appreciation  rights
whether or not the date of  exercise  is within one of the ten (10) day  periods
provided for in Section 5(D).

                                       14

     The  person  exercising  limited  stock  appreciation   rights  granted  in
conjunction with a nonstatutory  stock option or in conjunction with stand-alone
stock  appreciation  rights  shall  receive cash in respect of each share of the
Common  Stock  subject to the stock  option or  stand-alone  stock  appreciation
rights, or portion thereof, which is surrendered  unexercised in an amount equal
to the excess of the fair  market  value of such  share on the date of  exercise
over the option price of such stock option or the base price of such stand-alone
stock  appreciation  rights,  as the case may be. For this purpose,  fair market
value shall mean the highest  closing  sale price of the Common  Stock quoted by
such reliable source as the Committee,  in its discretion,  may rely upon during
the  period  beginning  on the 90th day prior to the date on which  the  limited
stock  appreciation  rights are exercised and ending on such date (or if no such
sale price  quotation is  available,  the highest mean between the bona fide bid
and asked  prices on any date during such  period)  (such  closing sale price or
such mean, as applicable,  being  hereinafter  referred to as "such closing sale
price"),  except that (i) in the event any Person acquires Beneficial Ownership,
directly or indirectly,  of securities of the Corporation  entitling such Person
to 25% or more of the Voting  Power of the  Corporation  within  the  meaning of
Section  8(A)(5)(a),  fair market  value shall mean the greater of such  closing
sale price or the highest price per share paid for the Common Stock shown on the
Statement  on  Schedule  13D,  or any  amendment  thereto,  filed by the  Person
acquiring  such  beneficial  ownership  and (ii) in the event of a Tender Offer,
fair  market  value  shall mean the  greater of such  closing  sale price or the
highest  price paid for the Common Stock  pursuant to any Tender Offer in effect
at any time  beginning  on the 90th day prior to the date on which  the  limited
stock  appreciation  rights are  exercised and ending on such date. In the event
such value  cannot be  determined  on the date of exercise of the limited  stock
appreciation rights, such value shall be determined by the Committee as promptly
as practicable  after such exercise and payment by the Corporation shall be made
as promptly as practicable after such determination.  Any non-cash consideration
received  by the  holders of any shares of the  Common  Stock in a Tender  Offer
shall be valued at the higher of (i) the valuation  placed thereon by the Person
making the Tender Offer and (ii) the valuation placed thereon by the Committee.

     The  person  exercising  limited  stock  appreciation   rights  granted  in
conjunction with an incentive stock option shall receive cash in respect of each
share of the Common Stock subject to the stock option, or portion thereof, which
is  surrendered  unexercised in an amount equal to the excess of the fair market
value of such share on the date of exercise,  determined  as provided in Section
5(I), over the option price of such stock option.

     The  date of  exercise  of  limited  stock  appreciation  rights  shall  be
determined under procedures established by the Committee, and payment under this
Section 8(D) shall be made by the  Corporation as soon as practicable  after the
date of  exercise.  To the extent  that the stock  option or  stand-alone  stock
appreciation  right in  conjunction  with which the limited  stock  appreciation
rights shall have been granted is exercised,  cancelled,  terminates or expires,
the limited  stock  appreciation  rights shall be  cancelled.  If limited  stock
appreciation  rights are granted in conjunction  with a stock option as to which
alternative stock  appreciation  rights also have been granted or in conjunction
with stand-alone stock  appreciation  rights, the alternative stock appreciation
rights or stand-alone stock appreciation  rights may not be exercised during any
period during which the limited stock appreciation rights may be exercised.

     All limited stock  appreciation  rights shall be confirmed by an agreement,
or an amendment thereto, which shall be executed on behalf of the Corporation by
the Chief Executive Officer (if other than the President),  the President or any
Vice President and by the grantee. Subject to the foregoing provisions of this

                                       15

Section 8(D) and the other  provisions of the Plan,  limited stock  appreciation
rights  granted  under  the Plan  shall  be  subject  to such  other  terms  and
conditions 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.

(E)  Limited Cash Payment Rights.

     Limited cash payment  rights  granted in  conjunction  with a  nonstatutory
stock option shall be exercisable  for a period of sixty (60) days following any
Section 8 Event by the person who is entitled to exercise the nonstatutory stock
option and shall entitle such person to surrender the nonstatutory stock option,
or any portion  thereof,  unexercised  and to receive  from the  Corporation  in
exchange  therefor cash in an amount equal to two (2) times the amount  provided
for in the third  paragraph of Section 8(D)  multiplied by such  percentage  not
greater than 100% as the Committee,  in its  discretion,  shall  determine.  For
purposes of the third paragraph of Section 8(D), the words "limited cash payment
rights"  shall be deemed  to be  substituted  for  "limited  stock  appreciation
rights." To the extent that  limited  cash  payment  rights are  exercised,  the
nonstatutory stock option, or portion thereof, which is surrendered  unexercised
and any  alternative  stock  appreciation  rights or limited stock  appreciation
rights granted in conjunction with such stock option, or portion thereof,  shall
automatically  terminate.  Notwithstanding  the foregoing,  limited cash payment
rights may not be  exercised  by a person who is  subject to the  provisions  of
Section 16(b) of the 1934 Act at the time of exercise  unless and until at least
six months  have  elapsed  from the date of grant of the  limited  cash  payment
rights.

     The date of exercise of limited  cash payment  rights  shall be  determined
under procedures established by the Committee,  and payment of the cash provided
for in this Section 8(E) shall be made by the Corporation as soon as practicable
after the date of exercise.  To the extent that the nonstatutory stock option in
respect  of which  limited  cash  payment  rights  shall  have been  granted  is
exercised,  cancelled,  terminates or expires,  the limited cash payment  rights
shall be cancelled.

     All limited cash payment  rights shall be confirmed by an agreement,  or an
amendment  thereto,  which shall be executed on behalf of the Corporation by the
Chief Executive Officer (if other than the President), the President or any Vice
President  and by the  grantee.  Subject  to the  foregoing  provisions  of this
Section 8(E) and the other  provisions of the Plan,  limited cash payment rights
granted  under the Plan shall be subject to such other terms and  conditions  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.

(F)  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,  all such
restrictions  shall  lapse  upon the  occurrence  of any such  "Section 8 Event"
regardless of the scheduled lapse of such restrictions.

(G)  Payment of Performance Units.

     If any "Section 8 Event" occurs prior to the end of any Performance Period,
all performance  units awarded with respect to such Performance  Period shall be
deemed  to have  been  fully  earned  as of the  date of such  Section  8 Event,
regardless of the attainment or nonattainment  of the Performance  Target or any
Minimum  Target,  and  shall be paid to the  awardees  thereof  as  promptly  as
practicable  thereafter.  If the  performance  unit is not  expressed as a fixed
amount in dollars or shares,  the Committee may provide in the performance  unit
agreement for the amount to be paid in the case of a Section 8 Event.

                                       16

                                    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  alternative  stock  appreciation
rights,  cash payment rights,  limited stock appreciation  rights and/or limited
cash payment rights) or stand-alone stock  appreciation  rights (with or without
limited  stock  appreciation   rights)  or  to  be  awarded  restricted  shares,
performance  units or bonus shares under the Plan.  Nothing in the Plan,  in any
stock option,  stock  appreciation  rights,  cash payment rights,  limited stock
appreciation  rights or limited cash payment  rights  granted under the Plan, in
any restricted share, performance unit or bonus share 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 alter and 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  always  that  no such  revocation  or  termination  shall
terminate any outstanding stock options, stock appreciation rights, cash payment
rights, limited stock appreciation rights or limited cash payment rights granted
under the Plan or cause a revocation  or a forfeiture of any  restricted  share,
performance  unit or bonus share award under the Plan; and provided further that
no such alteration or amendment of the Plan shall,  without shareholder approval
(a) increase  the total number of shares which may be issued or delivered  under
the Plan,  (b)  increase  the total number of shares which may be covered by any
stock  options,  stand-alone  stock  appreciation  rights or  restricted  share,
performance unit or bonus share awards granted to any one person, (c) change the
minimum  option  price  or base  price,  (d) make any  changes  in the  class of
employees  eligible to receive  incentive stock options or (e) extend any period
set forth in the Plan during which stock  options  (with or without  alternative
stock  appreciation  rights,  cash payment  rights,  limited stock  appreciation
rights and/or  limited cash payment  rights) or stand-alone  stock  appreciation
rights (with or without  limited  stock  appreciation  rights) may be granted or
restricted,   performance  or  bonus  shares  may  be  awarded.  No  alteration,
amendment,  revocation  or  termination  of the Plan shall,  without the written
consent of the holder of a stock option, stock appreciation rights, cash payment
rights,   limited  stock  appreciation  rights,  limited  cash  payment  rights,
restricted shares,  performance units or bonus shares 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 31,
1988, the date of adoption of the Plan by the Board, provided that such adoption
of the Plan by the Board is approved by the  affirmative  vote of the holders of
at least a majority of the outstanding shares of voting stock of the Corporation
represented  in person or by proxy at a meeting  of such  holders  duly  called,
convened  and held on or  prior  to March  30,  1989.  No  stock  option,  stock
appreciation  rights,  limited stock appreciation rights or limited cash payment
rights granted under the Plan may be exercised and no restricted  shares,  bonus
shares or performance  units payable in performance  shares may be awarded until
after such approval.  No stock option,  stock appreciation  rights, cash payment
rights,  limited stock appreciation rights or limited cash payment rights may be
granted and no restricted  shares,  bonus shares or performance units payable in
performance shares may be awarded under the Plan subsequent to March 30, 1998.

                                       17
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