<PAGE>




                             CITY NATIONAL CORPORATION
                                1999 OMNIBUS PLAN









(AS APPROVED BY CITY NATIONAL CORPORATION SHAREHOLDERS AT ANNUAL MEETING OF
   APRIL 21, 1999; AS AMENDED BY CITY NATIONAL CORPORATION BOARD OF
     DIRECTORS, APRIL 21, 1999)



<PAGE>

                             CITY NATIONAL CORPORATION
                                1999 OMNIBUS PLAN


                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                       Page
                                                                       ----
<S>    <C>                                                             <C>
I.     THE PLAN...........................................................1
       1.1.    PURPOSE....................................................1
       1.2.    DEFINITIONS................................................1
       1.3.    ADMINISTRATION AND AUTHORIZATION; POWER AND PROCEDURE......6
       1.4.    PARTICIPATION..............................................7
       1.5.    SHARES AVAILABLE FOR AWARDS................................7
       1.6.    GRANT OF AWARDS............................................9
       1.7.    AWARD PERIOD...............................................9
       1.8.    LIMITATIONS ON EXERCISE AND VESTING OF AWARDS..............9
       1.9.    ACCEPTANCE OF NOTES TO FINANCE EXERCISE...................10
       1.10.   NO TRANSFERABILITY........................................11

II.    EMPLOYEE OPTIONS..................................................11
       2.1.    GRANTS....................................................11
       2.2.    OPTION PRICE..............................................11
       2.3.    LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS.12
       2.4.    LIMITS ON 10% HOLDERS.....................................13
       2.5.    NO OPTION REPRICING.......................................13
       2.6.    DIVIDEND EQUIVALENTS......................................13
       2.7.    SURRENDER OF STOCK OPTIONS................................13
       2.8.    SPECIAL REQUIREMENTS FOR DIRECTOR STOCK OPTIONS...........14

III.   STOCK APPRECIATION RIGHTS.........................................15
       3.1.    GRANTS....................................................15
       3.2.    EXERCISE OF STOCK APPRECIATION RIGHTS.....................15
       3.3.    PAYMENT...................................................15

IV.    RESTRICTED STOCK AWARDS...........................................16
       4.1.    GRANTS....................................................16
       4.2.    RESTRICTIONS..............................................17
       4.3.    RETURN TO THE COMPANY.....................................17
</TABLE>



(AS APPROVED BY CITY NATIONAL CORPORATION SHAREHOLDERS AT ANNUAL MEETING OF
   APRIL 21, 1999; AS AMENDED BY CITY NATIONAL CORPORATION BOARD OF
     DIRECTORS, APRIL 21, 1999)


<PAGE>

V.     PERFORMANCE SHARE AWARDS AND STOCK BONUSES........................17
       5.1.    GRANTS OF PERFORMANCE SHARE AWARDS........................17
       5.2.    GRANTS OF STOCK BONUSES...................................18
       5.3.    DEFERRED PAYMENTS.........................................18
       5.4.    RESTRICTIONS..............................................18

VI.    TAX OFFSET BONUS RIGHTS...........................................18
       6.1.    GRANTS....................................................18
       6.2.    TAX OFFSET BONUS RIGHTS PERIOD............................19
       6.3.    EXERCISE OF RIGHTS........................................19
       6.4.    PAYMENTS..................................................19
       6.5.    TERMINATION OF EMPLOYMENT.................................19

VII.   OTHER PROVISIONS..................................................20
       7.1.    RIGHTS OF ELIGIBLE EMPLOYEES, PARTICIPANTS
               AND BENEFICIARIES.........................................20
       7.2.    ADJUSTMENTS; ACCELERATIONS................................20
       7.3.    EFFECT OF TERMINATION OF EMPLOYMENT.......................22
       7.4.    COMPLIANCE WITH LAWS......................................22
       7.5.    TAX WITHHOLDING...........................................22
       7.6.    PLAN AMENDMENT; TERMINATION AND SUSPENSION................23
       7.7.    PRIVILEGES OF STOCK OWNERSHIP.............................23
       7.8.    EFFECTIVE DATE OF THE PLAN................................23
       7.9.    TERM OF THE PLAN..........................................24
       7.10.   GOVERNING LAW; CONSTRUCTION; SEVERABILITY.................24
       7.11.   CAPTIONS..................................................25
       7.12.   NON-EXCLUSIVITY OF PLAN...................................25




(AS APPROVED BY CITY NATIONAL CORPORATION SHAREHOLDERS AT ANNUAL MEETING OF
   APRIL 21, 1999; AS AMENDED BY CITY NATIONAL CORPORATION BOARD OF
     DIRECTORS, APRIL 21, 1999)

<PAGE>


                             CITY NATIONAL CORPORATION
                                 1999 OMNIBUS PLAN

       I.     THE PLAN

       1.1.   PURPOSE

       The purpose of this Plan is to promote the success of the Corporation
by providing an additional means through the grant of Awards to attract,
motivate, retain and reward key employees, including officers, whether or not
directors, of the Corporation with awards and incentives for high levels of
individual performance and improved financial performance of the Corporation.

       1.2.   DEFINITIONS

       (a)    "Award" shall mean an award of any Option, Stock Appreciation
              Right, Restricted Stock Award, Performance Share Award, Stock
              Bonus, Dividend Equivalent, Tax Offset Bonus or other right or
              security that would constitute a "derivative security" under Rule
              16a-l(c) of the Exchange Act, or any combination thereof, whether
              alternative or cumulative, authorized by and granted under this
              Plan.

       (b)    "Award Agreement" shall mean any writing setting forth the terms
              of an Award that has been authorized by the Committee.

       (c)    "Award Date" shall mean the date upon which the Committee took the
              action granting an Award or such later date as the Committee
              designates as the Award Date at the time of the Award.

       (d)    "Award Period" shall mean the period beginning on an Award Date
              and ending on the expiration date of such Award.

       (e)    "Beneficiary" shall mean the person, persons, trust or trusts
              entitled by will or the laws of descent and distribution to
              receive the benefits specified in the Award Agreement and under
              this Plan in the event of a Participant's death, and shall mean
              the Participant's executor or administrator if no other
              Beneficiary is identified and able to act under the circumstances.

       (f)    "Board" shall mean the Board of Directors of the Corporation.

       (g)    "Change in Control Event" shall mean:


<PAGE>

              (1)    The acquisition by any individual, entity or group (within
                     the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
                     Act) (a "Person") of beneficial ownership (within the
                     meaning of Rule 13d-3 promulgated under the Exchange Act)
                     of 20% or more of either (i) the then outstanding shares of
                     Common Stock of the Corporation (the "Outstanding Common
                     Stock") or (ii) the combined voting power of the then
                     outstanding voting securities of the Corporation entitled
                     to vote generally in the election of directors (the
                     "Outstanding Voting Securities"); provided, however, that
                     for purposes of this sub-section (1), the following
                     acquisitions shall not constitute a Change in Control: (i)
                     any acquisition directly from the Corporation; (ii) any
                     acquisition by the Corporation; (iii) any acquisition by
                     any employee benefit plan (or related trust) sponsored or
                     maintain by the Corporation or any corporation controlled
                     by the Corporation, (iv) any acquisition by any corporation
                     pursuant to a transaction which complies with clauses (i),
                     (ii) and (iii) of subsection (3) of this section (g), or
                     (v) any acquisition by the Goldsmith Family or any director
                     or partnership for the benefit of any member of the
                     Goldsmith Family; or

              (2)    Individuals who, as of the date hereof, constitute the
                     Board of Directors (the "Incumbent Board") cease for any
                     reason to constitute at least a majority of the Board;
                     provided, however, that any individual becoming a director
                     subsequent to the date hereof whose election, or nomination
                     for election by the Corporation's shareholders, was
                     approved by a vote of at least a majority of the directors
                     then comprising the Incumbent Board shall be considered as
                     though such individual were a member of the Incumbent
                     Board, but excluding, for this purpose, any such individual
                     whose initial assumption of office occurs as a result of
                     either an actual or threatened election contest with
                     respect to the election or removal of directors or other
                     actual or threatened solicitation of proxies or contest by
                     or on behalf of a person other than the board; or

              (3)    Consummation of a reorganization, merger or consolidation
                     or sale or other disposition of all or substantially all of
                     the assets of the Corporation (a "Business Combination"),
                     in each case, unless, following such Business Combination
                     (i) all or substantially all of the individuals and
                     entities who were the beneficial owners respectively, of
                     the Outstanding Corporation Voting Securities immediately
                     prior to such Business Combination beneficially owned,
                     directly or indirectly, more than 50% of, respectively, the
                     then outstanding shares of common stock and the combined
                     voting power of the then outstanding voting securities
                     entitled to vote generally in the election of directors, as
                     the case may be, of the corporation resulting from such
                     Business Combination (including, without limitation, a
                     corporation which as a result of such transaction owns the
                     Corporation or all or substantially all of the
                     Corporation's assets either directly or through one or more
                     subsidiaries) in substantially the same proportions as
                     their ownership, immediately prior to such

                                       2
<PAGE>

                     Business Combination, of the Outstanding Corporation Common
                     Stock and outstanding Corporation voting securities, as the
                     case may be, (ii) no Person (excluding any corporation
                     resulting from such Business Combination or any employee
                     benefit plan or related trust of the Corporation or such
                     corporation resulting from such Business Combination)
                     beneficially owns, directly or indirectly, 20% or more of,
                     respectively, the then outstanding shares of common stock
                     of the corporation resulting from such Business Combination
                     or the combined voting power of the then outstanding voting
                     securities of such corporation except to the extent that
                     such ownership existed prior to the Business Combination
                     and (iii) at least a majority of the members of the board
                     of directors of the corporation resulting from such
                     Business Combination were members of the Incumbent Board at
                     the time of the execution of the initial agreement or of
                     the action of the Board, providing for such Business
                     Combination; or

              (4)    Approval by the shareholders of the Corporation of a
                     complete liquidation or dissolution of the Corporation.

       (h)    "Code" shall mean the Internal Revenue Code of 1986, as amended
              from time to time.

       (i)    "Commission" shall mean the Securities and Exchange Commission.

       (j)    "Committee" shall mean the Compensation and Directors Nominating
              Committee of the Board, or other Committee, regardless of name,
              that acts on matters of compensation for eligible employees, which
              Committee shall be comprised only of two or more directors or such
              greater number of directors as may be required under applicable
              law, each of whom, during such time as one or more Participants
              may be subject to Section 16 of the Exchange Act, shall be a
              Disinterested and Outside director.

       (k)    "Common Stock" shall mean the common stock of the Corporation,
              $1.00 par value per share, and such other securities or property
              as may become the subject of Awards, or become subject to Awards,
              pursuant to an adjustment made under Section 6.2 of this Plan.

       (l)    "Corporation" shall mean City National Corporation and its
              Subsidiaries.

       (m)    "Disinterested and Outside" shall mean "disinterested" within the
              meaning of any applicable regulatory requirements, including Rule
              16b-3, and "outside" within the meaning of Section 162(m) of the
              Code.

       (n)    "Dividend Equivalent" shall mean an amount equal to the amount of
              cash dividends or other cash distributions paid (or such portion
              of such dividend  or other distribution as may be designated by
              the Committee) with respect to each Share after the date of an
              Award of a Dividend Equivalent.

                                       3
<PAGE>

       (o)    "Eligible Employee" shall mean an officer at a level of Vice
              President or the equivalent (whether or not a director) of the
              Corporation, or any Other Eligible Person, as determined by the
              Committee in its discretion.  In no event may any member of the
              Committee or a committee administering any other stock option,
              stock appreciation, stock bonus or other stock plan of the
              Corporation be an Eligible Employee.

       (p)    "ERISA" shall mean the Employee Retirement Income Security Act of
              1974, as amended.

       (q)    "Exchange Act" shall mean the Securities Exchange Act of 1934, as
              amended from time to time.

       (r)    "Fair Market Value" shall mean, with respect to Common Stock, the
              price at which the Stock sold on the last normal transaction of
              the trading day on a specified date, or if no trading occurs on
              such specified date, on the most recent preceding business day on
              which trading occurred, as quoted on the National Market System of
              the National Association of Securities Dealers or on any exchange
              upon which the stock may be traded.

       (s)    "Incentive Stock Option" shall mean an Option which is designated
              as an incentive stock option within the meaning of Section 422 of
              the Code and which contains such provisions as are necessary to
              comply with that section.

       (t)    "Nonqualified Stock Option" shall mean an Option that is
              designated as a Nonqualified Stock Option and shall include any
              Option intended as an Incentive Stock Option that fails to meet
              the applicable legal requirements thereof.  Any Option granted
              hereunder that is not designated as an incentive stock option
              shall be deemed to be designated a nonqualified stock option under
              this Plan and not an incentive stock option under the Code.

       (u)    "Non-Employee Director" shall mean a member of the Board who is
              not an officer or employee of the Corporation.

       (v)    "Option" shall mean an option to purchase Shares under this Plan.
              The Committee shall designate any Option granted to an Eligible
              Employee as a Nonqualified Stock Option or an Incentive Stock
              Option.

       (w)    "Other Eligible Person" shall mean any other person (including
              significant agents and consultants) who performs substantial
              services for the Corporation of a nature similar to those
              performed by key employees, selected to participate in this Plan
              by the Committee from time to time; provided that in no event
              shall a Non-Employee Director be selected as an Other Eligible
              Person.

                                       4
<PAGE>

       (x)    "Participant" shall mean an Eligible Employee who has been granted
              an Award under this Plan.

       (y)    "Performance Share Award" shall mean an Award made pursuant to the
              provisions, and subject to the terms and conditions, of Article V
              of the Plan.

       (z)    "Personal Representative" shall mean the person or persons who,
              upon the Total Disability or incompetence of a Participant, shall
              have acquired on behalf of the Participant, by legal proceeding or
              otherwise, the power to exercise the rights or receive benefits
              under this Plan and who shall have become the legal representative
              of the Participant.

       (aa)   "Plan" shall mean this 1999 Omnibus Plan.

       (bb)   "QDRO" shall mean a qualified domestic relations order as defined
              in Section 414 (p) of the Code or Title I, Section 206(d) (3) of
              ERISA (to the same extent as if this Plan were subject thereto),
              or the applicable rules thereunder.

       (cc)   "Restricted Stock" shall mean Shares awarded to a Participant
              subject to payment of such consideration, if any, and such
              conditions on vesting and such transfer and other restrictions as
              are established in or pursuant to this Plan, for so long as such
              shares remain unvested under the terms of the applicable Award
              Agreement.

       (dd)   "Retirement" shall mean retirement from active service as an
              employee or officer of the Corporation on or after attaining age
              65.

       (ee)   "Rule 16b-3" shall mean Rule 16b-3, as amended from time to time,
              as promulgated by the Commission pursuant to the Exchange Act.

       (ff)   "Section 16 Person" shall mean a person subject to Section 16(a)
              of the Exchange Act.

       (gg)   "Securities Act" shall mean the Securities Act of 1933, as amended
              from time to time.

       (hh)   "Shares" shall mean shares of Common Stock of the Corporation.

       (ii)   "Stock Appreciation Right" shall mean a right to receive a number
              of Shares or an amount of cash, or a combination of shares and
              cash, the aggregate amount or value of which is determined by
              reference to a change in the Fair Market Value of the Shares that
              is authorized under this Plan.

       (jj)   "Subsidiary" shall mean any corporation or other entity a majority
              of whose outstanding voting stock or voting power is beneficially
              owned directly or indirectly by the Corporation.

                                       5
<PAGE>

       (kk)   "Total Disability" shall mean a "permanent and total disability"
              within the meaning of Section 22(e) (3) of the Code and such other
              disabilities, infirmities, afflictions or conditions as the
              Committee by rule may include.

       1.3.   ADMINISTRATION AND AUTHORIZATION; POWER AND PROCEDURE

       (a)    Committee.  This Plan shall be administered by, and all Awards to
              Eligible Employees shall be authorized by, the Committee.  Action
              of the Committee with respect to the administration of this Plan
              shall be taken pursuant to a majority vote or by unanimous
              written consent of its members.

       (b)    Plan Awards; Interpretation; Powers of Committee.  Subject to the
              express provisions of this Plan, the Committee shall have the
              authority:

              (i)    To determine, from among those persons eligible, the
                     particular Eligible Employees who will receive any Awards;

              (ii)   To grant Awards to Eligible Employees, determine the price
                     at which securities will be offered or awarded and the
                     amount of securities to be offered or awarded to any of
                     such persons, and determine the other specific terms and
                     conditions of such Awards consistent with the express
                     limits of this Plan, and establish the installments (if
                     any) in which such Awards shall become exercisable or shall
                     vest, or determine that no delayed exercisability or
                     vesting is required, and establish the events of
                     termination or reversion (if any) of such Awards;

              (iii)  To approve the forms of Award Agreements (which need not be
                     identical either as to type of Award or among
                     Participants);

              (iv)   To construe and interpret this Plan and any agreements
                     defining the rights and obligations of the Corporation and
                     Participants under this Plan, further define the terms used
                     in this Plan, and prescribe, amend and rescind rules and
                     regulations relating to the administration of this Plan;

              (v)    To cancel, modify, or waive the Corporation's rights with
                     respect to, or modify, discontinue, suspend, or terminate,
                     any or all outstanding Awards held by Participants, subject
                     to any required consent under Section 7.6;

              (vi)   To accelerate or extend the exercisability or vesting
                     extend the term of any or all such outstanding Awards
                     within the maximum ten-year term of Awards under Section
                     1.7; and

                                       6
<PAGE>

              (vii)  To make all other determinations and take such other action
                     as contemplated by this Plan or as may be necessary or
                     advisable for the administration of this Plan and the
                     effectuation of its purposes.

       (c)    Binding Determinations.  Any action taken by, or inaction of, the
              Corporation, the Board or the Committee relating or pursuant to
              this Plan shall be within the absolute discretion of that entity
              or body and shall be conclusive and binding upon all persons.  No
              member of the Board or Committee, or officer of the Corporation,
              shall be liable for any such action or inaction of the entity or
              body, of another person or, except in circumstances involving bad
              faith, of himself or herself.  Subject only to compliance with the
              express provisions hereof, the Board and Committee may act in
              their absolute discretion in matters within their  authority
              related to this Plan.

       (d)    Reliance on Experts.  In making any determination or in taking or
              not taking any action under this Plan, the Committee or the Board,
              as the case may be, may obtain and may rely upon the advice of
              experts, including professional advisors to the Corporation.  No
              director, officer or agent of the Corporation shall be liable for
              any such action or determination taken or made or omitted in good
              faith.

       (e)    Delegation.  The Committee may delegate ministerial,
              non-discretionary functions to individuals who are officers or
              employees of the Corporation.

       1 .4.  PARTICIPATION

       Awards may be granted by the Committee only to those persons that the
Committee determines to be Eligible Employees.  An Eligible Employee who has
been granted an Award may, if otherwise eligible, be granted additional
Awards if the Committee shall so determine.  Non-Employee Directors shall be
eligible to receive Awards under this Plan only as specified in Section 2.8.

       1.5.   SHARES AVAILABLE FOR AWARDS

       Subject to the provisions of Section 7.2, the capital stock that may
be delivered under this Plan shall be shares of the Corporation's authorized
but unissued Common Stock.  The shares may be delivered for any lawful
consideration.

       (a)    Number of Shares.  The maximum number of shares of Common Stock
              that may be delivered pursuant to Awards granted to Eligible
              Employees under this Plan shall not exceed 3,500,000 Shares
              subject to subsection (c) below and the adjustments contemplated
              by Section 7.2.  The maximum number of Options and Stock
              Appreciation Rights (whether payable in Shares, cash or any
              combination thereof) that may be granted to an Eligible Employee
              during any one-year period shall not exceed 500,000, subject to
              adjustment as contemplated in Section 7.2.  The aggregate number
              of shares designated under the Plan as Restricted Stock, stock
              subject to Performance Share Awards and Stock Bonuses, shall never
              exceed 1,000,000.


                                       7
<PAGE>

       (b)    Reservation of Shares.  Common Stock subject to outstanding Awards
              of derivative securities (as defined in Rule 16a-l(c) under the
              Exchange Act) shall be reserved for issuance.  If a Stock
              Appreciation Right or similar right based on the increased market
              value of a specified number of Shares is exercised or a
              Performance Share Award  is paid, the number of Shares to which
              such exercise or payment relates under the applicable Award shall
              be charged against the maximum amount of Shares that may be
              delivered pursuant to Awards under this Plan and, if applicable,
              such Award.  If the Corporation withholds Shares pursuant to
              Section 2.2(b) or 7.5, the number of shares that would have been
              deliverable with respect to an Award shall be reduced by the
              number of shares withheld and such shares shall not be available
              for additional Awards under this Plan.  To the extent a
              Performance Share Award constitutes an equity security (as this
              phrase is defined in Rule 16a-1 under the  Exchange Act) issued by
              the Corporation and is paid in Shares the number of Shares (if
              any) subject to such Performance Share Award shall be charged (but
              in the case of tandem or substituted Awards, without duplication)
              against the maximum number of Shares that may be delivered
              pursuant to Awards under this Plan.

       (c)    Cash Only Award Limit.  Awards payable solely in cash under the
              Plan and Awards payable either in cash or shares that are actually
              paid in cash shall constitute and be referred to as "Cash Only
              Awards".  The number of Cash Only Awards shall be determined by
              reference to the number of Shares by which the Award is measured.
              The maximum number of Cash Only Awards that may be paid shall not,
              together with the aggregate number of Shares that may be delivered
              under subsection (a), exceed 5,000,000, subject to adjustments
              under Section 7.2.  Awards payable either in cash or shares shall
              not be counted against the Cash Only Award limit if charged
              against the share limit in subsection (a).  Notwithstanding the
              foregoing, if an Award paid or payable solely in cash satisfies
              the requirements for the exclusion from the definition of a
              derivative security in Rule 16a-l(c) that does not require that
              the award be made under a Rule 16b-3 plan, the Award shall not be
              counted against any of the limits of this Section.

       (d)    Reissue of Awards.  Subject to any restrictions under Rule 16b-3,
              the shares which are subject to any unexercised, unconverted,
              unvested or undistributed portion of any expired, canceled,
              terminated or forfeited Award, or any alternative form of
              consideration under an Award that is not paid in connection with
              the settlement of an Award or any portion of an Award shall again
              be available for Award under subsection (a) or (c) above, as
              applicable, provided the Participant has not received dividends or
              Dividend Equivalents during the period in which the Participant's
              ownership was restricted or otherwise not vested.  Shares that are
              issued pursuant to Awards and subsequently reacquired by the
              Corporation pursuant to the terms and conditions of the Awards
              also shall be available for reissuance under the Plan.  Nothing in
              this paragraph shall be interpreted to allow shares which are in
              the possession of the Corporation pursuant to either Section
              2.2(b) or 7.5 to be available for reissuance under the Plan.

                                       8
<PAGE>

       (e)    Interpretive Issues.  Additional rules for determining the number
              of shares or Cash Only Awards authorized under the Plan may be
              adopted by the Committee as it deems necessary or appropriate;
              provided that such rules are consistent with Rule 16b.

       1.6.   GRANT OF AWARDS

       Subject to the express provisions of this Plan, the Committee shall
determine the number of Shares subject to each Award, and the price (if any)
to be paid for the Shares or the  Award and, in the case of Performance Share
Awards, in addition to matters addressed in Section 1.3(b), the specific
objectives, goals and performance criteria (such as an increase in revenues,
market value, earnings or book value over a base period, the years of service
before vesting, the relevant job classification or level of responsibility or
other factors) that further define the terms of the Performance Share Award.
Each Award shall be evidenced by an Award Agreement signed by the Corporation
and, if required by the Committee, by the Participant.

       1.7.   AWARD PERIOD

       Each Award and all executory rights or obligations under the related
Award Agreement shall expire on such date (if any) as shall be determined by
the Committee, but, in the case of Options or other rights to acquire Shares,
not later than ten (10) years after the Award Date.

       1.8.   LIMITATIONS ON EXERCISE AND VESTING OF AWARDS

       (a)    Provisions for Exercise.  Except as may otherwise be provided in
              an Award Agreement or herein, no Award shall be exercisable or
              shall vest until at least six months after the initial Award Date.
              Once exercisable an Award shall remain exercisable until the
              expiration or earlier termination of the Award, unless the
              Committee otherwise provides.

       (b)    Procedure.  Any exercisable Award shall be deemed to be exercised
              when the Secretary of the Corporation receives written notice of
              such exercise from the Participant, together with any required
              payment made in accordance with Section 2.2(b).

       (c)    Fractional Shares/Minimum Issue.  Fractional share interests shall
              be disregarded, but may be accumulated.  The Committee, however,
              may determine that cash, other securities or other property will
              be paid or transferred in lieu of any fractional share interests.
              No fewer than 100 Shares may be purchased on exercise of any Award
              at one time unless the number purchased is the total number at the
              time available for purchase under the Award.

                                       9
<PAGE>

       1.9.   ACCEPTANCE OF NOTES TO FINANCE EXERCISE

       The Corporation may, with the Committee's approval, accept one or more
notes from any Participant in connection with the exercise or receipt of any
outstanding Award; provided that any such note shall be subject to the
following terms and conditions:

       (a)    The principal of the note shall not exceed the amount required to
              be paid to the Corporation upon the exercise or receipt of one or
              more Awards under the Plan and the note shall be delivered
              directly to the Corporation in consideration of such exercise or
              receipt.

       (b)    The initial term of the note shall be determined by the Committee;
              provided that the term of the note, including extensions, shall
              not exceed a period of 10 years.

       (c)    The note shall provide for full recourse to the Participant and
              shall bear interest at a rate determined by the Committee but not
              less than the  applicable imputed interest rate specified by the
              Code.

       (d)    Except as otherwise provided by the Committee, if the employment
              of the Participant terminates, the unpaid principal balance of the
              note shall become due and payable on the 10th business day after
              such termination; provided, however, that if a sale of any Shares
              acquired by the Participant in connection with an Award to which
              the note relates would cause such Participant to incur liability
              under Section 16(b) of the Exchange Act, the unpaid balance shall
              become due and payable on the 10th business day after the first
              day on which a sale of such shares could have been made without
              incurring such liability assuming for these purposes that there
              are no other transactions by the Participant subsequent to such
              termination.

       (e)    If required by the Committee or by applicable law, the note shall
              be secured by a pledge of any shares or rights financed thereby or
              any other collateral determined by the Committee in compliance
              with applicable law.

       (f)    The terms, repayment provisions, and collateral release provisions
              of the note and the pledge securing the note shall conform with
              applicable rules and regulations of the Federal Reserve Board as
              then in effect and any other applicable banking rules and
              regulations.

                                       10
<PAGE>

       1.10.  NO TRANSFERABILITY

       (a)    Awards may be exercised only by the Participant or, if the
              Participant has died, the Participant's Beneficiary or, if the
              Participant has suffered a Total Disability, the Participant's
              Personal Representative, if any, or if there is none, the
              Participant, or (to the extent permitted by applicable law and
              Rule 16b-3) a third party pursuant to such conditions and
              procedures as the Committee may establish.  Other than by will or
              the laws of descent and distribution or pursuant to a QDRO or
              other exception to transfer restrictions under Rule 16b-3 (except
              to the extent not permitted in the case of an Incentive Stock
              Option), no right or benefit under this Plan or any Award,
              including, without limitation, any Option or shares of Restricted
              Stock, that has not vested shall be transferable by the
              Participant or shall be subject in any manner to anticipation,
              alienation, sale, transfer, assignment, pledge, encumbrance or
              charge (other than to the Corporation) and any such attempted
              action shall be void.  The Corporation shall disregard any attempt
              at transfer, assignment or other alienation prohibited by the
              preceding sentences and shall pay or deliver such cash or Shares
              in accordance with the provisions of this Plan.

       (b)    The restrictions on exercise and transfer above shall not be
              deemed to prohibit the authorization by the Committee of "cashless
              exercise" procedures with  unaffiliated third parties who provide
              financing for the purpose of (or who otherwise facilitate) the
              exercise of Awards consistent with applicable legal restrictions
              and Rule 16b-3, nor, to the extent permitted by the Committee,
              transfers for estate and financial planning purposes,
              notwithstanding that the inclusion of such features may render the
              particular Awards ineligible for the benefits of Rule 16b-3, nor,
              in the case of Participants who are not Section 16 Persons,
              transfers to such other persons or in such other circumstances as
              the Committee may in the Award Agreement or other writing
              expressly permit.


       II.    EMPLOYEE OPTIONS

       2.1.   GRANTS

       One or more Options may be granted under this Article to any Eligible
Employee, subject to the provisions of Section 1.5.  Each Option granted may
be either an Option intended to be an Incentive Stock Option or an Option not
so intended, and such intent shall be indicated in the applicable Award
Agreement.

       2.2.   OPTION PRICE

       (a)    Pricing Limits.  Subject to Section 2.4, the purchase price per
              share of the Common Stock covered by each Option shall be
              determined by the Committee at the time the Option is granted, but
              shall not be less than 100% of the Fair Market Value of the Common
              Stock on the date of grant.

                                       11
<PAGE>

       (b)    Payment Provisions.  The purchase price of any shares purchased on
              exercise of an Option granted under this Article shall be paid in
              full at the time of each purchase in one or a combination of the
              following methods: (i) in cash or by electronic funds transfer;
              (ii) by check payable to the order of the Company; (iii) if
              authorized by the Committee or specified in the applicable Award
              Agreement, in cash in an amount equal to the par value of the
              shares being purchased, and, in the form of a promissory note
              (consistent with the requirements of Section 1.9) of the
              Participant in an amount equal to the difference between said cash
              amount and the purchase price of such shares; (iv) by notice and
              third party payment in such manner as may be authorized by the
              Committee; (v) by the delivery of Shares already owned by the
              Participant, provided, however, that the Committee may in its
              absolute discretion limit the Participant's ability to exercise an
              Award by delivering such Shares; or (vi) if authorized by the
              Committee or specified in the applicable Award Agreement, by
              reduction in the number of Shares otherwise deliverable upon
              exercise by that number of Shares which have a then Fair Market
              Value equal to such purchase price.  Previously owned Shares used
              to satisfy the exercise price of an Option under clause (v) shall
              be valued at their Fair Market Value on the date of exercise.

       2.3.   LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS

       (a)    $100,000 Limit.  To the extent that the aggregate  "fair market
              value" of Common Stock with respect to which Incentive Stock
              Options first become exercisable by a Participant in any calendar
              year exceeds $100,000, taking into account both Common Stock
              subject to Incentive Stock Options under this Plan and stock
              subject to incentive stock options under all other plans of the
              Corporation, such options shall be treated as Nonqualified Stock
              Options.  For this purpose, the "fair market value" of the Common
              Stock subject to Options shall be determined as of the date the
              Options were awarded.  In reducing the number of Options treated
              as Incentive Stock Options to meet the $100,000 limit, the most
              recently granted Options shall be reduced first.  To the extent a
              reduction of simultaneously granted Options is necessary to meet
              the $100,000 limit, the Committee may, in the manner and to the
              extent permitted by law, designate which shares of Common Stock
              are to be treated as shares acquired pursuant to the exercise of
              an Incentive Stock Option.

       (b)    Option Period.  Subject to Section 2.4, each Option and all rights
              thereunder shall expire no later than ten years after the Award
              Date.

       (c)    Other Code Limits.  There shall be imposed in any Award Agreement
              relating to Incentive Stock Options such terms and conditions as
              from time to time are required in order that the Option be an
              "incentive stock option" as that term is defined in Section 422 of
              the Code.

                                       12
<PAGE>

       2.4.   LIMITS ON 10% HOLDERS

       No Incentive Stock Option may be granted to any person who, at the
time the Option is granted, owns (or is deemed to own under Section 424(d) of
the Code) shares of outstanding Common Stock possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation,
unless the exercise price of such Option with respect to the Common Stock
covered by the Option is at least 110% of the Fair Market Value of the Common
Stock subject to the Option and such Option by its terms is not exercisable
after the expiration of five years from the date such Option is granted.

       2.5.   NO OPTION REPRICING

       Subject to Section 7.2 and Section 7.6 and the specific limitations on
Awards granted in this Plan, the Committee may not reduce the exercise price
of any Option or Stock Appreciation Right granted pursuant to the Plan
following the date of the Award or to accept the surrender of outstanding
Options or Stock Appreciation Rights as consideration for the grant of a new
Award with a lower per-share exercise price.

       2.6.   DIVIDEND EQUIVALENTS

       The Committee may, at the time of granting an Option, grant Dividend
Equivalents attributable to Shares subject to the Option.  Dividend
Equivalents shall be paid in cash only to the extent the Option is
unexercised as of the dividend record date, as specified in the Award
Agreement, as follows:  the Dividend Equivalent per Share shall be multiplied
by the number of Shares subject to Option and an amount equal to the product
so derived shall be paid in cash to the Participant on the dividend payment
date.  The Committee may, in the Award, specify that Dividend Equivalents
shall be paid only for a specified time period or only as to that portion of
the Option that has vested.

       2.7.   SURRENDER OF STOCK OPTIONS

       The Committee, in its sole discretion, shall have the authority under
the circumstances set forth herein to agree mutually with a Participant to
grant such Participant the right on such terms and conditions as the
Committee may prescribe, to surrender such Participant's Options to the
Corporation for cancellation and to receive upon such surrender a cash
payment equal to the Spread applicable to such surrendered Option.  Such
right shall be made available only in the event of an Offer (as defined in
the following paragraph).

                                       13
<PAGE>

       The term "Offer" as used in this Section means any tender offer or
exchange offer for Shares, other than one made by the Corporation, provided
that the corporation, person or other entity making the offer acquires Shares
pursuant to such offer.

       The term "Offer Price per Share" as used in this Section means the
highest price per share paid on any Offer which is in effect at any time
during the period beginning on the sixtieth day prior to the date on which
the Option is surrendered pursuant to this Section and ending on such date of
surrender. Any securities or property which are part or all of the
consideration paid for shares in the Offer shall be valued in determining the
Offer Price per Share at the higher of (a) the valuation placed on such
securities or property by any other corporation, person or entity making the
Offer or (b) the valuation placed on such securities or property by the
Committee.

       The term "Spread" as used in this Section means with respect to any
surrendered Option and associated right, if any, an amount equal to the
product computed by multiplying (i) the excess of (A) the Offer Price per
Share or the highest market price per share of the Corporation's Common Stock
during the period beginning on the sixtieth day prior to the date on which
the Stock Option is surrendered pursuant to this Section and ending on such
date of surrender over (B) the purchase price per share at which the
surrendered Option is then exercisable, by (ii) the number of shares subject
to such Option with respect to which it has not theretofore been exercised.

       2.8.   SPECIAL REQUIREMENTS FOR DIRECTOR STOCK OPTIONS

       (a)    Eligibility.  All directors of the Corporation who are not
employees of the Corporation shall be eligible to receive Director Stock
Options, as set forth in this Section 2.8.  Notwithstanding the foregoing,
any director who is, or who during the preceding calendar year was, a member
of the Committee or any committee administering any other stock option, stock
appreciation, stock bonus or other stock plan of the Corporation or any
Subsidiary will not be eligible to receive Director Stock Options hereunder
if, in the opinion of counsel for the Corporation, the receipt of Director
Stock Options will cause such director to be a "disinterested person" with
respect to the Plan or any other stock option, stock appreciation, stock
bonus or other stock plan of the Corporation or any subsidiary pursuant to
Rule 16b-3 of the Securities and Exchange Commission, or will otherwise
disqualify the Plan or any other such Plan from compliance with said rule.

       (b)    Grant of Director Options.  Every eligible director will
receive five hundred (500) Director Stock Options on the date of each annual
meeting of shareholders.  Director Stock Options shall be granted
automatically to each such eligible director on the business day following
such annual meeting of stockholders, without further action of the Committee
or the Board.

       (c)    Stock Option Price.  The purchase price of the stock pursuant
to a Director Stock Option shall be $1.00 per share.

                                       14
<PAGE>

       (d)    Other Terms of Director Stock Options.  Each Director Stock
Option shall become exercisable six (6) months after the date of grant.
Unless otherwise determined by the Committee, if the holder of Director Stock
Options ceases to serve as a director of the Corporation for any reason other
than for cause, the Director Stock Options shall expire at the end of their
fixed term or three months after the date of such termination, and until then
shall be exercisable in full, regardless of any vesting schedule otherwise
applicable. Except as set forth in this Section 2.8, all terms and provisions
of the Director Stock Options shall be as set forth in the Plan with respect
to options which are not Director Stock Options.

       III.   STOCK APPRECIATION RIGHTS

       3.1.   GRANTS

       In its discretion, the Committee may grant to any Eligible Employee
Stock Appreciation Rights either concurrently with the grant of another Award
or in respect of an outstanding Award, in whole or in part, or independently
of any other Award.  Any Stock Appreciation Right granted in connection with
an Incentive Stock Option shall contain such terms as may be required to
comply with the provisions of Section 422 of the Code and the regulations
promulgated thereunder.

       3.2.   EXERCISE OF STOCK APPRECIATION RIGHTS

       (a)    Exercisability.  A Stock Appreciation Right related to another
              Award shall be exercisable at such time or times, and to the
              extent, that the related Award shall be exercisable, provided,
              however, that any exercise of any Stock Appreciation Right
              hereunder shall be made beginning on the third business day
              following the date of release of the financial data specified in
              paragraph (e)(1)(ii) of Rule 16b-3 of the regulations promulgated
              under the Securities Exchange Act of 1934 and ending on the
              twelfth business day following such date or at such other time as
              may be permitted under an agreement or successor rule.

       (b)    Effect on Available Shares.  In the event that a Stock
              Appreciation Right is exercised, the number of Shares subject to
              the Award shall be charged against the number of Shares subject to
              the Stock Appreciation Right and the related Option of the
              Participant.

       (c)    Stand-Alone SARs.  A Stock Appreciation Right granted
              independently of any other Award shall be exercisable pursuant to
              the terms of the Award Agreement but, unless the Committee
              determines otherwise, in no event earlier than six months after
              the Award Date.

       3.3.   PAYMENT

       (a)    Amount.  Unless the Committee otherwise provides, upon exercise of
              a Stock Appreciation Right, the Participant shall be entitled to
              receive payment of an amount determined by multiplying

                                       15
<PAGE>

              (i)    The difference obtained by subtracting the exercise price
                     per Share under the related Award (if applicable) or the
                     initial share value specified in the Award from the Fair
                     Market Value of a Share on the date of exercise of the
                     Stock Appreciation Right, by

              (ii)   The number of Shares with respect to which the Stock
                     Appreciation Right shall have been exercised.

              Notwithstanding the above, the Committee may place a maximum
              limitation on the amount payable upon exercise of a Stock
              Appreciation Right.  Such limitation, however, must be determined
              as of the date of the grant and noted on the instrument evidencing
              the Stock Appreciation Right granted hereunder.

       (b)    Form of Payment.  The Committee, in its sole discretion, shall
              determine the form in which payment shall be made of the amount
              determined under paragraph (a) above, either solely in cash,
              solely in Shares (valued at Fair Market Value on the date of
              exercise of the Stock Appreciation Right), or partly in such
              Shares and partly in cash, provided that the Committee shall have
              determined that such exercise and payment are consistent with
              applicable law.  If the Committee permits the Participant to elect
              to receive cash or Shares (or a combination thereof) on such
              exercise, any such election shall be subject to such conditions
              as the Committee may impose and, in the case of any Section 16
              Person, any election to receive cash shall be subject to any
              applicable limitations under Rule 16b-3.


       IV.    RESTRICTED STOCK AWARDS

       4.1.   GRANTS

       The Committee may, in its discretion, grant one or more Restricted
Stock Awards to any Eligible Employee.  Each Restricted Stock Award Agreement
shall specify the number of Shares to be issued, the date of such issuance,
the consideration for such Shares (but not less than the minimum lawful
consideration) to be paid, if any, by the Participant and the restrictions
imposed on such Shares and the conditions of release or lapse of such
restrictions.  Such restrictions shall not lapse earlier than six months
after the Award Date, except to the extent the Committee may otherwise
provide.  Stock certificates evidencing shares of Restricted Stock pending
the lapse of the restrictions ("restricted shares") shall bear a legend
making appropriate reference to the restrictions imposed hereunder and shall
be held by the Corporation or by a third party designated by the Committee
until the restrictions on such shares shall have lapsed and the shares shall
have vested in accordance with the provisions of the Award and Section 1.8.
Upon issuance of the Restricted Stock Award, the Participant may be required
to provide such further assurance and documents as the Committee may require
to enforce the restrictions.

                                       16
<PAGE>

       4.2.   RESTRICTIONS

       (a)    Pre-Vesting Restraints.  Except as provided in Section 1.10 and
              4.1, restricted shares comprising any Restricted Stock Award may
              not be sold, assigned, transferred, pledged or otherwise disposed
              of or encumbered either voluntarily or involuntarily, until such
              shares have vested.

       (b)    Dividend and Voting Rights.  Unless otherwise provided in the
              applicable Award Agreement, a Participant receiving a Restricted
              Stock Award shall be entitled to cash dividend and voting rights
              for all shares issued even though they are not vested, provided
              that such rights shall terminate immediately as to any restricted
              shares which cease to be eligible for vesting.

       (c)    Cash Payments.  If the Participant shall have paid or received
              cash (including any dividends) in connection with the Restricted
              Stock Award, the Award Agreement shall specify whether and to what
              extent such cash shall be returned (with or without an earnings
              factor) as to any restricted shares which cease to be eligible for
              vesting.

       (d)    The maximum number of shares issued in the form of
              Restricted Stock Awards, when added to the number of shares
              reserved for issuance pursuant to Performance Share Awards
              and the number of shares awarded in the form of Stock
              Bonuses, may never exceed 1,000,000.

    4.3.      RETURN TO THE CORPORATION

       Unless the Committee otherwise expressly provides, shares of
Restricted Stock that are subject to restrictions at the time of termination
of employment or are subject to other conditions to vest that have not been
satisfied by the time specified in the applicable Award Agreement shall not
vest and shall be returned to the Corporation in such manner and on such
terms as the Committee shall therein provide.

       V.     PERFORMANCE SHARE AWARDS AND STOCK BONUSES

       5.1.   GRANTS OF PERFORMANCE SHARE AWARDS

       The Committee may, in its discretion, grant one or more Performance
Share Awards to any Eligible Employee based upon such factors, which in the
case of any Award to a Section 16 Person shall include but not be limited to
the contributions, responsibilities and other compensation of the person, as
the Committee shall deem relevant in light of the specific type and terms of
the Award.  An Award Agreement shall specify the maximum number of Shares (if
any) subject to the Performance Share Award, the consideration (but not less
than the minimum lawful consideration) to be paid for any such Shares as may
be issuable to the Participant, the duration of the Award and the conditions
upon which delivery of any Shares or cash to the Participant shall be based.
The amount of Shares that may be deliverable pursuant to such Award shall

                                       17
<PAGE>

be based upon the degree of attainment over a specified period (a
"performance cycle") as may be established by the Committee of such
measure(s) of the performance of the Corporation (or any part thereof) or the
Participant as may be established by the Committee.  The Committee may
provide for full or partial credit, prior to completion of such performance
cycle or the attainment of the performance achievement specified in the
Award, in the event of the Participant's death, Retirement, or Total
Disability, a Change in Control Event or in such other circumstances as the
Committee, consistent with Section 7.10(c)(2), if applicable, may determine.

       5.2.   GRANTS OF STOCK BONUSES

       The Committee may grant a stock bonus to any Eligible Employee to
reward exceptional or special services, contributions or achievements in the
manner and on such terms and conditions (including any restrictions on such
shares) as determined from time to time by the Committee.

       The number of Shares so awarded shall be determined by the Committee.
The stock bonus may be granted independently or in lieu of a cash bonus.

       5.3.   DEFERRED PAYMENTS

        The Committee may authorize for the benefit of any Eligible Employee
the deferral of any payment of cash or Shares that may become due or of cash
otherwise payable under this Plan, and provide for accreted benefits thereon
based upon such deferment, at the election or at the request of such
Participant, subject to the other terms of this Plan.  Such deferral shall be
subject to such further conditions, restrictions or requirements as the
Committee may impose, subject to any then vested rights of Participants.

       5.4    RESTRICTIONS

       The maximum number of shares reserved for issuance pursuant to
Performance Share Awards, and the number of shares awarded as Stock Bonuses,
when aggregated with the number of shares issued in the form of Restricted
Stock may never exceed 1,000,000.

       VI.    TAX OFFSET BONUS RIGHTS

       6.1.   GRANTS

       The Committee may, in its discretion, grant Tax Offset Bonus Rights to
selected Participants.  Such rights shall be evidenced by Tax Offset Bonus
Rights agreements on the terms and conditions set forth in the Plan, which
agreements shall specify the amount or method of calculating the amount of
the rights being granted and may contain such other terms and conditions as
are not inconsistent with the purposes and provisions of the Plan.  Each Tax
Offset Bonus Right must relate to a specific Nonqualified Stock Option
granted under Section II of the Plan.  Tax Offset Bonus Rights granted in
relation to a specific Nonqualified Stock Option shall be granted either
concurrently or at such later time as determined by the Committee.  The
amount of any Tax Offset Bonus Right may be, but is not required to be,
calculated as a specified percentage of the excess of the Fair Market Value
of a share of the Corporation's Common Stock on the date when the right is
exercised over the price per share under the Option exercised concurrently
with the exercise of such right.

                                       18
<PAGE>

       6.2.   TAX OFFSET BONUS RIGHTS PERIOD

        Each Tax Offset Bonus Right and all rights or obligations thereunder
shall expire upon the expiration of the related Nonqualified Stock Option.
In no event may a Tax Offset Bonus Right be exercised later than the tenth
anniversary of the date on which the Tax Offset Bonus Right is granted, and
shall be subject to earlier termination as hereinafter provided.

       6.3.   EXERCISE OF RIGHTS

       Tax Offset Bonus Rights shall be exercisable to the extent, and only
to the extent, the related Nonqualified Stock Option is exercisable.  Tax
Offset Bonus Rights shall only be exercisable concurrently with the exercise
of the related Nonqualified Stock Option; any exercise of the Nonqualified
Stock Option shall also be deemed an exercise of the equivalent number of Tax
Offset Bonus Rights.

       Each holder of a Tax Offset Bonus Right shall agree to give the
Committee prompt written notice of an election made by such holder to
exercise said Tax Offset Bonus Rights subject to the approval of the
Committee.

       Despite any other provision of the Plan, the Committee may impose such
conditions on exercise of Tax Offset Bonus Rights as may be required to
satisfy the requirements of Rule 16b-3 (or any successor rule), promulgated
by the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934.

       Any exercise of a Tax Offset Bonus Right  hereunder shall be  made
beginning on the third business day following the date of release of the
financial data specified in paragraph (e)(1)(ii) of Rule 16b-3 of the
regulations promulgated under the Securities Exchange Act of 1934 and ending
on the twelfth business day following such date or at such other time as may
be permitted under an amendment or successor rule.

       6.4.   PAYMENTS

       Upon the exercise of a Tax Offset Bonus Right, the Corporation shall
deliver to the person exercising such right the amount of the right being
exercised, calculated as specified in the Tax Offset Bonus Right agreement
with respect thereto.  Payment shall be in either cash, Common Stock or a
combination thereof, as the Committees shall determine.  No fractional shares
will be issued.

       6.5.   TERMINATION OF EMPLOYMENT

       Unless otherwise determined by the Committee, in the event a
Participant ceases to be an employee of the Corporation for any reason, any
Tax Offset Bonus Right will be exercisable only to the extent that any
related Nonqualified Stock Option is exercisable under the applicable
provisions of the Plan and related Award Agreement.

                                       19
<PAGE>

       VII.   OTHER PROVISIONS

       7.1.   RIGHTS OF ELIGIBLE EMPLOYEES, PARTICIPANTS AND BENEFICIARIES

       (a)    Employment Status.  Status as an Eligible Employee shall not be
              construed as a commitment that any Award will be made under this
              Plan to an Eligible Employee or to Eligible Employees generally.

       (b)    No Employment Contract.  Nothing contained in this Plan (or in any
              other documents related to this Plan or to any Award) shall confer
              upon any Eligible Employee or Participant any right to continue in
              the employ or other service of the Corporation or constitute any
              contract or agreement of employment or other service, nor shall
              interfere in any way with the right of the Corporation to change
              such person's compensation or other benefits or to terminate the
              employment of such person, with or without cause, but nothing
              contained in this Plan or any document related hereto shall
              adversely affect any independent contractual right of such person
              without his or her consent thereto.

       (c)    Plan Not Funded.  Awards payable under this Plan shall be payable
              in Shares or from the general assets of the Corporation, and no
              special or separate reserve, fund or deposit shall be made to
              assure payment of such Awards.  No Participant, Beneficiary or
              other person shall have any right, title or interest in any fund
              or in any specific asset (including shares of Common Stock except
              as expressly otherwise provided) of the Corporation by reason of
              any Award hereunder.  Neither the provisions of this Plan (or of
              any related documents), nor the creation or adoption of this Plan,
              nor any action taken pursuant to the provisions of this Plan shall
              create, or be construed to create, a trust of any kind or a
              fiduciary relationship between the Corporation and any
              Participant, Beneficiary or other  person.  To the extent that a
              Participant, Beneficiary or other person acquires a right to
              receive payment pursuant to any Award hereunder, such right shall
              be no greater than the right of any unsecured general creditor of
              the Corporation.

       7.2.   ADJUSTMENTS; ACCELERATIONS

       (a)    Adjustments.  If the outstanding shares of Common Stock are
              changed into or exchanged for cash, other property or a different
              number or kind of shares or securities of the Corporation, or if
              additional shares or new or different securities are distributed
              with respect to the outstanding shares of Common Stock, through a
              reorganization or merger in which the Corporation is the surviving
              entity, or through a combination, consolidation, recapitalization,
              reclassification, stock split, stock dividend, reverse stock
              split, stock consolidation, dividend or distribution of cash or
              property to the shareholders of the Corporation or if there shall
              occur any other extraordinary corporate transaction or event in
              respect of the Common Stock or a sale of substantially all the
              assets of the Corporation as an entirety which in the judgment of
              the Committee materially affects the Common Stock, then the
              Committee shall, in such manner and to such extent (if any) as it
              deems appropriate and equitable (1) proportionately adjust any or
              all terms of outstanding Awards including, but not limited to (A)
              the number and kind of shares of Common Stock or other
              consideration that is subject to or may be delivered under this
              Plan and pursuant to outstanding Awards, (B) the consideration
              payable with respect to Awards granted prior to

                                       20
<PAGE>

              any such change and the price, if any, paid in connection with
              Restricted Stock Awards or (C) the performance standards
              appropriate to any outstanding Awards; or (2) in the case of an
              extraordinary dividend or other distribution, merger,
              reorganization, consolidation, combination, sale of assets, split
              up, exchange, or spin off, make provision for a cash payment or
              for the substitution or exchange of any or all outstanding Awards
              or the cash, securities or property deliverable to the holder
              of any or all outstanding Awards based upon the distribution or
              consideration payable to holders of Common Stock upon or in
              respect of such event; provided, however, in each case, that with
              respect to Awards of Incentive Stock Options, no such adjustment
              shall be made which would cause the Plan to violate Section 422 or
              424(a) of the Code or any successor provisions thereto.
              Corresponding adjustments shall be made with respect to any Stock
              Appreciation Rights based upon the adjustments made to the Options
              to which they are related.  In any of such events, the Committee
              may take such action sufficiently prior to such event if necessary
              to permit the Participant to realize the benefts intended to be
              conveyed with respect to the underlying shares in the same manner
              as is available to shareholders generally.

       (b)    Acceleration of Awards Upon Change in Control.  As  to any or all
              Participants, upon the occurrence of a Change in Control Event (i)
              each Option and Stock Appreciation Right shall become immediately
              exercisable, (ii) Restricted Stock shall immediately vest free of
              restrictions, and (iii) each Performance Share Award shall become
              payable to the Participant; provided, however, that in no event
              shall any Award be accelerated as to any Section 16 Person to a
              date less than six months after the Award Date of such Award.
              Notwithstanding the foregoing, prior to a Change in Control Event,
              the Committee may determine that, upon its occurrence, there shall
              be no acceleration of benefits under Awards or determine that only
              certain or limited benefits under Awards shall be accelerated and
              the extent to which they shall be accelerated, and/or establish a
              different time in respect of such event for such acceleration.  In
              that event, the Committee will make provision in connection with
              such transaction for continuance of the Plan and the assumption of
              Options and Awards theretofore granted, or the substitution for
              such with new Options and Awards covering the stock of a successor
              employer corporation, or a parent or subsidiary thereof, with
              appropriate adjustments as to number and kind of shares and
              prices.  In addition, the Committee may override the limitations
              on acceleration in this Section 7.2(b) by express provision in the
              Award Agreement and may accord any Participant a right to refuse
              any acceleration, whether pursuant to the Award Agreement or
              otherwise, in such circumstances as the Committee may approve.
              Any acceleration of Awards shall comply with applicable regulatory
              requirements. including without limitation Section 422 of the
              Code.

       (c)    Possible Early Termination of Accelerated Awards.  If any Option
              or other right to acquire Shares under this Plan has not been
              exercised prior to (i) a dissolution of the Corporation, (ii) a
              reorganization event described in Section 7.2(a) that the
              Corporation does not survive, or (iii) the consummation of a
              reorganization event described in Section 7.2(a) that results in a
              Change in Control Event approved by the Board and no provision has
              been made for the survival, substitution, exchange or other
              settlement of such Option or right, such Option or right shall
              thereupon terminate.

                                       21
<PAGE>

       7.3.   EFFECT OF TERMINATION OF EMPLOYMENT

       The Committee shall establish in respect of each Award granted to an
Eligible Employee the effect of a termination of employment on the rights and
benefits thereunder and in so doing may make distinctions based upon the
cause of termination, e.g., retirement, early retirement, termination for
cause, disability or death.  Notwithstanding any terms to the contrary in an
Award Agreement or this Plan, the Committee may decide in its complete
discretion to extend the exercise period of an Award (although not beyond the
period described in Section 2.3(b)) and the number of shares covered by the
Award with respect to which the Award is exercisable or vested.

       7.4.   COMPLIANCE WITH LAWS

       This Plan, the granting and vesting of Awards under this Plan and the
offer, issuance and delivery of Shares and/or the payment of money under this
Plan or under Awards granted hereunder are subject to compliance with all
applicable federal and state laws, rules and regulations (including, but not
limited to, state and federal securities laws and federal margin
requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Corporation,
be necessary or advisable in connection therewith.  Any securities delivered
under this Plan shall be subject to such restrictions, and the person
acquiring such securities shall, if requested by the Corporation, provide
such assurances and representations to the Corporation as the Corporation may
deem necessary or desirable to assure compliance with all applicable legal
requirements.

       7.5.   TAX WITHHOLDING

       (a)    Cash or Shares.  Upon any exercise, vesting, or payment of any
              Award, the Corporation shall have the right at its option to (i)
              require the Participant (or Personal Representative or
              Beneficiary, as the case may be) to pay or provide for payment of
              the amount of any taxes which the Corporation may be required to
              withhold with respect to such transaction or (ii) deduct from any
              amount payable in cash the amount of any taxes which the
              Corporation may be required to withhold with respect to such cash
              amount.  In any case where a tax is required to be withheld in
              connection with the delivery of Shares under this Plan, the
              Committee may grant (either at the time of the Award or
              thereafter) to the Participant the right to elect, or the
              Committee may require (either at the time of the Award or
              thereafter), pursuant to such rules and subject to  such
              conditions as the Committee may establish, to have the Corporation
              reduce the number of shares to be delivered by the appropriate
              number of shares valued at their then Fair Market Value, to
              satisfy such withholding obligation.

       (b)    Tax Loans.  The Committee may, in its discretion, authorize a loan
              to an Eligible Employee in the amount of any taxes which the
              Corporation may be required to withhold with respect to Shares
              received (or disposed of, as the case may be) pursuant to a
              transaction described in subsection (a) above.  Such a loan shall
              be for a term, at a rate of interest and pursuant to such other
              terms and conditions as the Committee, under applicable law, may
              establish and such loan need not comply with the provisions of
              Section 1.9.

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       7.6.   PLAN AMENDMENT, TERMINATION AND SUSPENSION

       (a)    Board Authorization.  The Board may, at any time, terminate or,
              from time to time, amend, modify or suspend this Plan, in whole or
              in part.  No Awards may be granted during any suspension of this
              Plan or after termination of this Plan, but the Committee shall
              retain jurisdiction as to Awards then outstanding in accordance
              with the terms of this Plan.  Any suspension will not affect the
              expiration of the Plan set forth in Section 7.9.

       (b)    Shareholder Approval.  If any amendment would materially increase
              the aggregate number of securities that may be issued under this
              Plan or materially modify the requirements as to eligibility for
              participation in this Plan, then to the extent then required by
              Rule 16b-3 to secure benefits thereunder or to avoid liability
              under Section 16 of the Exchange Act (and Rules thereunder) or
              required under Section 424 of the Code or any other applicable
              law, or deemed necessary or advisable by the Board, such amendment
              shall be subject to shareholder approval.

       (c)    Amendments to Awards.  Without limiting any other express
              authority of the Committee under, but subject to the express
              limits of, this Plan, the Committee by agreement or resolution may
              waive conditions of or limitations on Awards that the Committee in
              the prior exercise of its discretion has imposed, without the
              consent of the Participant, and may make other changes to the
              terms and conditions of Awards that do not affect in any manner
              materially adverse to the Participant his or her rights and
              benefits under an Award.

       (d)    Limitations on Amendments to Plan and Awards.  No amendment,
              suspension or termination of the Plan or change of or affecting
              any outstanding Award shall, without written consent of the
              Participant, affect in any manner materially adverse to the
              Participant any rights or benefits of the Participant or
              obligations of the Corporation under any Award granted under this
              Plan prior to the effective date of such change.  Changes
              contemplated by Section 7.2 shall not be deemed to constitute
              changes or amendments for purposes of this Section 7.6.

       7.7.   PRIVILEGES OF STOCK OWNERSHIP

       Except as otherwise expressly authorized by the Committee or this
Plan, a Participant shall not be entitled to any privilege of stock ownership
as to any Shares not actually delivered to and held of record by him or her.
No adjustment will be made for dividends or other rights as a shareholder for
which a  record date is prior to such date of delivery.

       7.8.   EFFECTIVE DATE OF THE PLAN

       This Plan shall be effective as of January 26, 1999, the date of Board
approval, subject to shareholder approval within 12 months thereafter.

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       7.9.   TERM OF THE PLAN

       No Award shall be granted more than ten years after the effective date
of this Plan (the "termination date").  Unless otherwise expressly provided
in this Plan or in an applicable Award Agreement, any Award thereto granted
may extend beyond such date, and all authority of the Committee with respect
to Awards hereunder shall continue during any suspension of this Plan and in
respect of outstanding Awards on such termination date.

       7.10.  GOVERNING LAW; CONSTRUCTION; SEVERABILITY

       (a)    Choice of Law.  This Plan, the Awards, all documents evidencing
              Awards and all other related documents shall be governed by, and
              construed in accordance with the laws of the State of California
              applicable to contracts made and performed within such State,
              except as such laws may be supplanted by the laws of the United
              States of America, which laws shall then govern its effect and its
              construction to the extent they supplant California law.

       (b)    Severability.  If any provision shall be held by a court of
              competent jurisdiction to be invalid and unenforceable, the
              remaining provisions of this Plan shall continue in effect.

       (c)    Plan Construction.

              (i)    It is the intent of the Corporation that this Plan and
              Awards hereunder satisfy and be interpreted in a manner that in
              the case of Participants who are or may be subject to Section 16
              of the Exchange Act satisfies the applicable requirements of Rule
              16b-3 so that such persons will be entitled to the benefits of
              Rule 16b-3 or other exemptive rules under Section 16 of the
              Exchange Act and will not be subjected to avoidable liability
              thereunder.  If any provision of this Plan or of any Award or any
              prior action by the Committee would otherwise frustrate or
              conflict with the intent expressed above, that provision to the
              extent possible shall be interpreted and deemed amended so as to
              avoid such conflict, but to the extent of any remaining
              irreconcilable conflict with such intent as to such persons in the
              circumstances, such provision shall be deemed void.

              (ii)   It is the further intent of the Corporation that options or
              Stock Appreciation Rights with an exercise or base price not less
              than Fair Market Value on the date of grant, that are granted to
              or held by a Section 16 Person, shall qualify as performance-based
              compensation under Section 162(m) of the Code, and this Plan shall
              be interpreted consistent with such intent.

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       7.11.  CAPTIONS

       Captions and headings are given to the sections and subsections of
this Plan solely as a convenience to facilitate reference.  Such headings
shall not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

       7.12.  NON-EXCLUSIVITY OF PLAN

       Nothing in this Plan shall limit or be deemed to limit the authority
of the Board or the Committee to grant awards or authorize any other
compensation, with or without reference to the Common Stock under any other
plan or authority.






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