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                                                                  EXHIBIT 10.22


                                                       Restated to June 30, 2004

                              CONCORD CAMERA CORP.

                              AMENDED AND RESTATED
                       ANNUAL INCENTIVE COMPENSATION PLAN


                               ARTICLE I. PURPOSES

         The purposes of the Amended and Restated Annual Incentive Compensation
Plan, as amended through June 30, 2004, effective as of June 29, 2003 (the
"Plan"), are to: (i) foster increased efforts by officers who are designated as
key executives of Concord Camera Corp. (the "Corporation"), by giving them a
financial interest in the performance of the Corporation; (ii) provide
supplementary compensation to these key members of management, determined on an
individual basis, for significant contributions to the Corporation; and (iii)
enable the Corporation to obtain and retain the services of talented and
dedicated executive officers and consultants.

                             ARTICLE II. DEFINITIONS

         Whenever the following terms are used in this Plan, they shall have the
meaning specified below:

"ANNUAL SALARY" means the monthly base salary or consulting fee earned by the
person for the last month of the Relevant Fiscal Year, multiplied by twelve.

"COMMON STOCKHOLDERS' EQUITY" shall mean the total of capital stock, capital
surplus and retained earnings as reflected in the Corporation's consolidated
balance sheet.

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

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

"COMMITTEE" shall mean the Compensation and Stock Option Committee of the Board.

"COMMON STOCK" shall mean the Corporation's common stock, no par value.

"CORPORATE OFFICER" shall mean an officer who has been designated by the Board
as an "executive officer" of the Corporation and as an "officer" for purposes of
Section 16 of the Exchange Act.

"DEFERRED ACCOUNT" or "ACCOUNTS" shall mean the account established on the books
of the Corporation for a Grantee, and which is composed of Elective Deferred
Accounts (for Incentive Awards, or portions of such awards, that Corporate
Officer Grantees have elected to defer pursuant to Section 7.1) and Non-Elective
Deferred Accounts (for the Incentive Awards that have been deferred in whole or
in part by the Committee pursuant to Section 6.3).


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"DISABILITY" shall mean permanent and total disability as defined by the
Corporation's employee welfare benefit plan offering a long term disability
benefit, or, if no such benefit is offered, shall mean the absence of the
individual from his duties with the Corporation on a full-time basis for 180
consecutive business days as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by a physician selected by
the Corporation or its insurers and reasonably acceptable to the individual or
the individual's legal guardian.

"EARNINGS AFTER INCOME TAXES" shall mean "Income (Loss) from Operations After
Provision for Income Taxes" as shown in the Corporation's Consolidated
Statements of Operations, as adjusted by the Committee pursuant to Section 5.6
of the Plan.

"ELECTIVE DEFERRED ACCOUNT" means the account that is credited with any
Incentive Award, or a portion thereof, which is electively deferred by a
Corporate Officer Grantee pursuant to Section 7.1 hereof.

"ELIGIBLE EXECUTIVE" shall mean those persons described in Article IV hereof.

"EMPLOYEE" shall mean a common law employee (as defined in accordance with the
regulations and Revenue Rulings then applicable under Section 3401(c) of the
Code) of the Corporation.

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

"GRANTEE" shall mean a Participant to whom an Incentive Award has been awarded
under the Plan.

"INCENTIVE AWARD" shall mean a right granted by the Board or the Committee to a
Participant pursuant to the Plan to receive a specified payment amount in cash
or Common Stock, or a combination thereof.

"INCENTIVE FUND" shall mean the amount made available for Incentive Awards with
respect to the Relevant Fiscal Year.

"INDEPENDENT DIRECTOR" means a member of the Board who is an "independent
director" as defined in the applicable Nasdaq stock market rules, as such rules
may be amended from time to time.

"NON-ELECTIVE DEFERRED ACCOUNT" means the account that is credited with any
Incentive Award or a portion thereof, to a Grantee which is deferred by the
Committee pursuant to Section 6.3 hereof.

"PARTICIPANT" shall mean the Chief Executive Officer ("CEO") and each other
Eligible Executive (collectively, the "Participants") determined to be key
executives of the Corporation and thus selected, pursuant to Article IV, to
participate in the Plan for the Relevant Fiscal Year.

"PLAN" shall mean this Plan, as amended from time to time.

"RELEVANT FISCAL YEAR" shall mean the particular fiscal year for which a given
Incentive Award is being calculated or awarded, or for which some other
determination is being made related to the calculation or award of an Incentive
Award.

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"RETIREMENT" shall mean any normal or early retirement pursuant to the terms of
any pension, profit sharing or 401(k) plan, or policy of the Corporation that is
applicable to such person at the time of the termination of his service as an
Employee of the Corporation.

"RETURN ON EQUITY" or "ROE" for a Relevant Fiscal Year shall mean the Earnings
After Income Taxes of the Corporation divided by the average Common
Stockholders' Equity (Common Stockholders' Equity at the beginning of such
fiscal year plus Common Stockholders' Equity at the end of such fiscal year,
divided by two), as reflected in the Corporation's financial statements.

"SALARY AGGREGATE" means the aggregate amount of the Annual Salaries of all
Participants for the Relevant Fiscal Year.

"TERMINATE (TERMINATION OF) SERVICE (OR TERMINATION)" shall mean the time at
which the person ceases to provide services to the Corporation as an Employee or
consultant for any reason or for no reason and regardless of the circumstances
surrounding the termination, but shall not include a lapse in providing services
determined to be a temporary leave of absence.

"TENTATIVE FUND" means an amount determined in accordance with Section 5.3
hereof, and which is used to determine the amount of the Incentive Fund.

"THRESHOLD GOAL" shall have the meaning as set for in Section 5.1 hereof.


                           ARTICLE III. ADMINISTRATION

         The Plan shall be administered by the Committee, which shall be
comprised solely of Independent Directors who also qualify as "outside
directors" within the meaning of Section 162(m) of the Code. The Committee shall
hold meetings at such times as may be necessary for the proper administration of
the Plan and shall keep minutes of its meetings. A majority of the Committee
shall constitute a quorum and a majority of the quorum may authorize any action
of the Committee. No member of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with respect to the
Plan. All members of the Committee shall be indemnified by the Corporation with
respect to any such action, determination or interpretation to the fullest
extent permitted by law.

         Unless otherwise determined by the Board and subject to the provisions
of the Plan, the Committee shall have the authority, in its absolute discretion,
to: (i) determine the amount of the Incentive Fund for each fiscal year, (ii)
determine the duration and purposes for leaves of absence which may be granted
to a Participant or Grantee without constituting a Termination of Service for
purposes of the Plan; (iii) adopt, amend and rescind such rules and regulations
as, in its opinion, may be advisable in the administration of the Plan; and (iv)
construe and interpret the Plan, the rules and regulations promulgated under the
Plan, and make all other determinations deemed necessary or advisable for the
administration of the Plan; provided, however, that with respect to those
Participants other than the CEO of the Corporation and any family members of the
CEO, the Committee hereby delegates to the CEO all of its authority as set forth
in (ii) through (iv) above, and such delegation of authority shall remain in
effect unless and until determined otherwise by the Committee or the Board. All
references in the Plan to the power of the CEO to act for the Committee shall be
applicable only to the extent consistent with the forgoing provision. All
decisions, determinations and interpretations of the Committee, or the CEO,
shall be final and binding, subject only to approval by the Board.

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         The provisions of this Article III shall survive any termination of the
Plan.


                    ARTICLE IV. ELIGIBILITY AND PARTICIPATION

         "Eligible Executives" shall mean all Corporate Officers who are
employed by the Corporation or consultants retained on a regular basis to
perform consulting services to the Corporation; provided, however, that such
persons must be employed by the Corporation or providing services to the
Corporation: (i) throughout the entire last quarter of the Relevant Fiscal Year,
and (ii) on the date the Incentive Awards for the Relevant Fiscal Year are
determined pursuant to Section 6.1 below. A person who is otherwise an Eligible
Executive shall not be disqualified from participation in the Plan by virtue of
being a director of the Corporation.

         Within 180 days after the commencement of the Relevant Fiscal Year, or
before the end of the Relevant Fiscal Year for any Eligible Executive whose
employment commenced after the first day of the Relevant Fiscal Year, after
taking into consideration the CEO's recommendation regarding who should be
entitled to participate in the Plan for the Relevant Fiscal Year, the Committee,
in its sole discretion, will determine which Eligible Executives are key
executives and thus will be Participants in the Plan for the Relevant Fiscal
Year, provided each such individual remains an Eligible Executive.


                            ARTICLE V. INCENTIVE FUND

         5.1 Creation of Incentive Fund. As soon as practicable following the
preparation by the Corporation of an unaudited balance sheet and unaudited
income statement for a Relevant Fiscal Year, the Committee shall create an
Incentive Fund with respect to the Relevant Fiscal Year if the Return on Equity
for the Relevant Fiscal Year is equal to or exceeds the threshold goal for such
fiscal year (the "Threshold Goal") as determined in accordance with Section 5.2,
unless the Board, in its sole discretion, waives the Threshold Goal for that
fiscal year.

         5.2 Threshold Goal. The Board has determined that the Threshold Goal
for Fiscal 2004 is ROE of 4.7%. In each Relevant Fiscal Year thereafter, the
Committee shall determine, subject to approval by the Board, the Threshold Goal
with respect to each Relevant Fiscal Year. The Threshold Goal for each Relevant
Fiscal Year after Fiscal Year 2004 shall be determined and reduced to writing by
the Committee within the first 180 days of such Relevant Fiscal Year and shall
be subject to approval by the Board at the first meeting of the Board to follow
such determination. For each Relevant Fiscal Year, if the ROE for the Relevant
Fiscal Year is less than the Threshold Goal for such fiscal year, then no
Incentive Fund shall be created for the Relevant Fiscal Year, except as provided
for in Section 5.4 hereof or unless the Board waives the Threshold Goal for that
fiscal year pursuant to Section 5.1.

         5.3 Amount of Tentative Fund. If the ROE for a Relevant Fiscal Year (as
per the unaudited financial statements) is equal to or exceeds the Threshold
Goal for that fiscal year (or if it is waived by the Board pursuant to Section
5.1), except as provided below in Section 5.4, then the Committee will create a
tentative incentive fund (the "Tentative Fund") in accordance with the ROE
benchmarks established by the Board with respect to the Relevant Fiscal Year.

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For Fiscal 2004, the amount of the Tentative Fund shall be determined in
accordance with the following ROE benchmarks:

<TABLE>
<CAPTION>
      ------------------------------ --------------------------------- ----------------------------------
      PERFORMANCE LEVEL              IF THE FOLLOWING ROE BENCHMARK IS THEN THE TENTATIVE FUND SHALL
                                                 ACHIEVED:             EQUAL:
      ------------------------------ --------------------------------- ----------------------------------
      <S>                            <C>                               <C>
      "Threshold" Goal                             4.7%                20% of the Salary Aggregate
      ------------------------------ --------------------------------- ----------------------------------
      "Good" Goal                                  8.2%                40% of the Salary Aggregate
      ------------------------------ --------------------------------- ----------------------------------
      "Excellent" Goal                        11.5% or more            60% of the Salary Aggregate
      ------------------------------ --------------------------------- ----------------------------------
</TABLE>

         If ROE for the Relevant Fiscal Year falls between two of the ROE
benchmark levels, the amount of the Tentative Fund shall be calculated using
linear interpolation based on the proportion by which ROE exceeded the
immediately lower benchmark level. Please refer to the Interpolation Example set
forth in Appendix A hereto.

         If the Threshold Goal for the Relevant Fiscal Year is not achieved and
is waived by the Board, the amount of the Tentative Fund will be determined by
the Committee in its sole discretion but, in that event, shall not exceed 20% of
the Salary Aggregate.

         5.4 Determination of the Incentive Fund; Adjustments to the Tentative
Fund. If, in the preparation of the audited financial statements for the
Relevant Fiscal Year, the amount of the Tentative Fund (as determined in
accordance with Section 5.3) does not prevent the achievement of the Threshold
Goal or if the Threshold Goal has been waived by the Board, then the amount of
the Incentive Fund shall be equal to the Tentative Fund plus the carried forward
or forfeited amount from previous fiscal years referred to, if any, in Section
5.5. If, however, the amount of the Tentative Fund prevents the achievement of
the Threshold Goal and the Threshold Goal has not been waived by the Board, then
the Tentative Fund shall be reduced by the lowest amount possible so that the
Threshold Goal for the Relevant Fiscal Year can be met. Such reduced amount,
when added to the carried forward or forfeited amount from previous fiscal years
referred to in Section 5.5, if any, shall constitute the Incentive Fund for the
Relevant Fiscal Year.

         5.5 Unawarded and Forfeited Portion of Incentive Fund. If all or any
part of an Incentive Fund is not awarded to Participants, the unallocated
portion shall be carried forward and made available to be included in Incentive
Funds created in subsequent fiscal years. Further, any Incentive Awards which
are forfeited pursuant to conditions established, pursuant to Section 7.3, by
the Committee with respect to Non-Elective Deferred Accounts shall likewise be
made available for inclusion in any Incentive Fund created subsequent to such
forfeitures.

         5.6 Determination of Earnings After Income Taxes. In determining
Earnings After Income Taxes, the Committee may make adjustments to Income (Loss)
from Operations After Provision for Income Taxes to eliminate the effect of
extraordinary or unusual items, special circumstances and/or significant changes
related to income and expense, including but not limited to: (i) "extraordinary"
(as such term is defined by the Financial Accounting Standards Board) or unusual
items of income and expenses, (ii) any charges arising from the grant or
modification of stock options, (iii) major acquisitions/divestitures, and (iv)
any other circumstance(s) the Committee deems appropriate.

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            ARTICLE VI. DETERMINATION AND PAYMENT OF INCENTIVE AWARDS

             6.1 Determination of Individual Incentive Award. The Committee or a
majority of the Independent Directors on the Board shall determine in its/their
sole discretion the amount of the Incentive Award to be granted to the CEO out
of the Incentive Fund. Subsequent to such determination, the Committee shall
determine the amount of the Incentive Award to be granted out of the remainder
of the Incentive Fund to each other Participant, based on the CEO's
recommendation, the Committee's evaluation of such Participant's performance,
contribution to the success of the Corporation, industry, service and
compensation, and such other criteria as it shall determine to be relevant;
provided, however, that the Committee or a majority of the Independent Directors
on the Board shall determine the amount of any Incentive Award to be granted to
a Participant who is a family member of the CEO. The CEO may not be present
during voting on, or deliberations regarding, any Incentive Award to be granted
to the CEO or any Participant who is a family member of the CEO. The Committee
or a majority of the Independent Directors on the Board, in their sole
discretion, may determine that certain Participants will not be granted an
Incentive Award. Incentive Awards shall be payable by check. The aggregate
amount of all Incentive Awards may not exceed 100% of the Incentive Fund.

         6.2 Payment of Incentive Awards. Subject to the provisions of this
Section 6.2, Incentive Awards shall be paid in cash or Common Stock of a
combination thereof, as soon as practicable following the determination of the
amount and the form of the Incentive Awards, but no later than 90 days following
the end of the Relevant Fiscal Year unless otherwise deferred pursuant to
Section 6.3 or Section 7.1. Prior to such payment, the Committee shall certify
in writing that the Threshold Goal and any other material terms of the Plan in
effect for the Relevant Fiscal Year were in fact satisfied if not waived by the
Board.

         6.3 Non-Elective Deferred Awards. The Committee may, in its sole
discretion, choose to defer the payment of all or a portion of the Incentive
Awards to one or more Grantees. The deferred amount (if any) shall be credited
to a Deferred Account established for the Grantee pursuant to Section 7.2, to be
designated as the Grantee's Non-Elective Deferred Account. Such Non-Elective
Deferred Accounts shall be subject to the provisions of Sections 7.2 through
7.5.

         As a condition to the grant of a Non-Elective Deferred Award, the
supplemental executive retirement plan and agreement ("SERP") of each such
Grantee shall be amended, on such terms as are acceptable to the Corporation, to
include appropriate terms to govern such award, or a new SERP governing the
Non-Elective Deferred Award shall be entered into between the Corporation and
the Grantee, on such terms as are acceptable to the Corporation. If the Grantee
and the Corporation are unable to agree on such terms within the timeframe
established by the Corporation, the Non-Elective Deferred Award will be
forfeited.


                   ARTICLE VII. DEFERRAL OF INCENTIVE AWARDS.

         7.1. Election to Defer. Each Grantee who is a Corporate Officer has the
right to elect to defer the receipt of all or a portion of his Incentive Award
that is not otherwise deferred pursuant to Section 6.3. Any such election shall
be made in writing by the Corporate Officer Grantee who must have entered into a
SERP with the Corporation which permits elective deferrals on such terms as are
acceptable to the Corporation, and who shall execute and deliver an election
made pursuant to his SERP with respect to the Relevant Fiscal Year on or before
the deadline provided for in his SERP.

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         The amount of compensation to be deferred by the Corporate Officer
Grantee may be stated either as a dollar amount or in the form of a percentage
of the Incentive Award not otherwise deferred pursuant to Section 6.3. The
Corporation will not, in any event, be required to defer an amount of less than
$10,000 (excluding amounts deferred pursuant to Section 6.3) with respect to an
Incentive Award for any one fiscal year.

         7.2 Deferred Accounts. The Corporation shall establish a bookkeeping
reserve account, to be designated as the Grantee's Elective Deferred Account,
for each Corporate Officer Grantee who elects to defer all or part of an
Incentive Award pursuant to Section 7.1. The Corporation shall establish a
bookkeeping reserve account, designated as the Grantee's Non-Elective Deferred
Account, for amounts deferred pursuant to Section 6.3 above. The Grantee's
Deferred Accounts shall be credited with the amount of the Incentive Award
deferred with respect to the initial deferral and all subsequent deferrals. The
Deferred Accounts shall also be reduced to the extent of each payment made to
the Grantee.

          The Corporation may also enter into one or more trust agreements,
pursuant to Section 8.6 below, in connection with one or more of the Deferred
Accounts.

         The balance of a Deferred Account for a Grantee shall represent an
obligation of the Corporation to pay that amount to the extent vested (i.e., not
forfeitable) to that Grantee. Such payment shall be made from the general funds
of the Corporation in the manner specified in the relevant SERP and the
elections made by the Corporate Officer Grantee thereunder, in the case of
elective deferrals, and in the manner determined by the Committee, in the case
of non-elective deferrals. No obligations of the Corporation to any Grantee
pursuant to the Plan shall be deemed to be secured by any pledge or other
encumbrance on any property of the Corporation. No Participant, Grantee or
Beneficiary shall have under any circumstances any interest whatsoever, vested
or contingent, in any particular property or asset of the Corporation. The
provisions of this Article VII shall not be construed as giving the Grantee or
his Beneficiary any greater rights than those of any other unsecured creditor of
the Corporation.

         7.3 Rules Applicable to Non-Elective Deferred Accounts. The balance of
a Grantee's Non-Elective Deferred Account shall be paid to the Grantee in cash
or, if, pursuant to Section 8.6 hereof, the Corporation hedges its obligations
with regard to the balance in the Non-Elective Deferred Account through a rabbi
trust which invests in Common Stock, such balance may, at the option of the
Committee, be paid by delivery of certificates representing such Common Stock
(valued at its closing price on the trading day preceding the delivery date) in
such installments as the Committee shall choose or permit. In its sole
discretion, the Committee may require all or part of the unpaid portion of the
Non-Elective Deferred Accounts to be deemed invested in Common Stock. The
Committee shall also determine the conditions under which the Grantee shall
forfeit his rights to the unpaid portion of the Non-Elective Deferred Account
including, but not limited to, upon any Termination of Service other than by
reason of the Grantee's death, Disability, or Retirement.

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         7.4 Designation of Beneficiary. Each Participant shall designate one or
more persons as the beneficiaries who shall be entitled to receive the amount,
if any, payable under the Plan upon his death (the "Beneficiary"). A Participant
may, from time to time, revoke or change his Beneficiary designation without the
consent or notification of any prior Beneficiary by filing a new designation
with the Corporation. The last such designation received by the Corporation
shall be controlling, provided that no designation, change or revocation thereof
shall be effective unless received by the Corporation prior to the Participant's
death, and in no event shall it be effective as of any date prior to such
receipt.

         If no such Beneficiary designation is in effect at the time of a
Participant's death, or if no designated Beneficiary survives the Participant,
or if such designation conflicts with law, the Participant's estate shall be
deemed to have been designated his Beneficiary and shall receive payment of the
amount, if any, payable under the Plan upon his death. If the Committee is in
doubt as to the right of any person to receive such amount, the Corporation may
retain such amount, without liability for any interest thereon, until the rights
thereto are determined, or the Corporation may pay such amount into any court of
appropriate jurisdiction and such payment shall be a complete discharge of the
liability of the Plan and the Corporation therefore.

         7.5 Incapacity of Beneficiary, Etc. If the Committee shall find that
any Beneficiary to whom any amount is or was payable hereunder is unable to care
for his affairs because of illness or accident, or has died, then the Committee,
if it so elects, may direct that unless a prior claim therefore has been made by
a duly appointed legal representative, any payment due him or his estate, or any
part thereof, be paid or applied for the benefit of such person or to or for the
benefit of his spouse, children or other dependents, an institution maintaining
or having custody of such person or persons, any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled
to payment, or any of them, in such manner and proportion as the Committee may
deem proper. Any such payment shall be in complete discharge of the liability
therefor of the Corporation, the Plan and the Committee and any member, officer
or employee thereof.

                ARTICLE VIII. GENERAL LIMITATIONS AND PROVISIONS

         8.1 Choice of Law. The validity, interpretation and administration of
the Plan and any rules, regulations, determinations or decisions made hereunder,
and the rights of any and all persons having or claiming to have any interest
herein or hereunder, shall be determined exclusively in accordance with the laws
of the State of Florida without regard to conflicts of law principles.

         8.2 No Transferability or Alienation. Except insofar as may otherwise
be required by law, no amount payable at any time under the Plan shall be
subject in any manner to alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge, or encumbrance of any kind, nor in any
manner be subject to the debts or liabilities of any person, and any attempt to
so alienate or subject any such amount, whether presently or thereafter payable,
shall be void. If any person shall attempt to, or shall, alienate, sell,
transfer, assign, pledge, attach, charge, or otherwise encumber any amount
payable under the Plan, or any part hereof, or if by reason of his bankruptcy or
other event happening at any such time such amount would be made subject to his
debts or liabilities or would otherwise not be enjoyed by him, then the
Committee, if it so elects, may direct that such amount be withheld and that the
same or any part thereof be paid or applied to or for the benefit of such
person, his spouse, children or other dependents, or any of them, in such manner
and proportion as the Committee may deem proper.

         8.3 Gender. As used herein, the masculine gender shall include the
feminine gender.

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         8.4 Headings. The headings in the Plan are for reference purposes only
and shall not affect the meaning or interpretation of the Plan.

         8.5 Notices. All notices or other communications made or given pursuant
to this Plan shall be in writing and shall be sufficiently made or given if
hand-delivered or mailed by certified mail, addressed to any Participant at the
address contained in the records of the Corporation or to the Corporation at its
principal office, marked for the attention of the General Counsel.

         8.6 Unfunded Plan; Trust Agreement. The Plan is intended to constitute
an "unfunded" plan for incentive and deferred compensation. With respect to any
amount payable to a Grantee under the Plan, nothing contained in the Plan (or in
any other documents related hereto), nor the creation or adoption of the Plan,
the grant of any award, or the taking of any other action pursuant to the
provisions of the Plan shall give any such Grantee any rights that are greater
than those of an unsecured general creditor of the Corporation.

         The Corporation may, but shall not be required to, adopt a trust
agreement for the holding and administration of any assets, including Common
Stock, to be used to meet the Corporation's obligations under the Plan. The
assets of any such trust shall remain subject to the claims of the Corporation's
general creditors, and the obligations of the Corporation under the Plan shall
remain "unfunded" for purposes of the Internal Revenue Code and Title I of the
Employee Retirement Income Security Act of 1974, as amended. It is expected that
any trust created pursuant to this Section 8.6 will be treated as a "grantor"
trust for federal and state income tax purposes and that, as a consequence, such
trust will not be subject to income tax with respect to its income. However, if
the trust should be taxable, the trustee shall pay all such taxes out of the
trust. All expenses of administering any such trust shall be a charge against
and shall be paid from the assets of the Corporation.

         No Participant, Grantee, Eligible Executive or any other person shall
have any right, title, or interest whatsoever in or to any investments which the
Corporation may make to aid it in meeting its obligations hereunder. Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship between the Corporation and any Participant, Grantee, Eligible
Executive or any other person.

         8.7 No Right to Employment. Nothing contained in the Plan or in any
Incentive Award granted hereunder shall confer on any Participant, Grantee,
Eligible Executive or any person claiming to be one of the foregoing any right
to continue in the employ or service of the Corporation, or interfere in any way
with the right of the Corporation, subject to the terms of any separate
employment or consulting agreement to the contrary, to terminate their
employment or service at any time.

         8.8 Expenses. All expenses and costs incurred in connection with the
operation of the Plan shall be borne by the Corporation.

         8.9 Other Plans. The adoption of this Plan shall not affect any other
compensation or incentive plans in effect for the Corporation. Nothing in this
Plan shall be construed to limit the right of the Corporation to establish,
alter or terminate any other forms of incentives, benefits or compensation for
Employees including, without limitation, conditioning the right to receive other
incentives, benefits or compensation on an Employee not participating in this
Plan.

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         8.10 Withholding. The Corporation shall withhold from any Incentive
Award or other payments made or to be made under this Plan any amount of
withholding taxes due in respect of an Incentive Award, its deferral or payment.

         8.11 Incapacity of Grantee. If the Committee shall find that any
Grantee to whom any amount is payable under the Plan is unable to care for his
affairs because of illness or accident, then any payment due to such person
(unless a prior claim therefore has been made by a duly appointed legal
representative), may, if the Committee so directs the Corporation, be paid to
his Beneficiary, or if no Beneficiary has been designated, to his spouse, child,
relative, an institution maintaining or having custody of such person, or any
other person deemed by the Committee to be a proper recipient on behalf of such
Grantee otherwise entitled to payment. Any such payment shall be a complete
discharge of the liability of the Committee and the Corporation therefore.

      8.12 Forfeiture of Incentive Award. Upon a violation by a Grantee of any
of the restrictive covenants contained in any agreement between the Grantee and
the Corporation (a "Forfeiture Event"), except as otherwise provided in any
applicable written agreement between the Grantee and the Corporation, the
Grantee shall forfeit his or her entitlement to any Incentive Award granted
pursuant to this Plan and shall be obligated to repay to the Corporation, in
cash, within five (5) business days after demand is made therefore by the
Corporation, all amounts paid to the Grantee by the Corporation pursuant to this
Plan within 12 months of the date of such Forfeiture Event and/or the date that
the Corporation became aware of the Forfeiture Event. The Committee may, in its
discretion, waive in whole or in part the Corporation's right to forfeiture
under this Section 8.12, but no such waiver shall be effective unless expressly
made in a writing that references this Section 8.12.

         8.13 Setoff. Except as otherwise provided in any applicable written
agreement between the Grantee and the Corporation, the Corporation may, to the
extent permitted by law, deduct from and set off against its obligations
hereunder to a Grantee from time to time (including, without limitation, amounts
payable in connection with an Incentive Award, as wages or benefits or other
form of compensation), any amounts that Grantee owes to the Corporation for any
reason whatsoever, whether or not due, and such Grantee shall remain liable for
any portion of Grantee's obligation not satisfied by such setoff. By accepting
an Incentive Award under this Plan, each Grantee agrees to the deduction or
setoff provided for in this Section 8.13.

         8.14 Severability. In case any provision of this Plan shall be held
illegal or invalid, such illegality or invalidity shall be construed and
enforced as if said illegal or invalid provision had never been inserted herein
and shall not affect the remaining provisions of this Plan, but shall be fully
severable, and the Plan shall be construed and enforced as if any such illegal
or invalid provision were not a part hereof.

                 ARTICLE IX. AMENDMENT OR DISCONTINUANCE OF PLAN

         The Board may, without the consent of the Corporation's stockholders,
Grantees or Participants under the Plan, at any time terminate the Plan
entirely, and at any time or from time to time amend or modify the Plan,
provided that no such action shall adversely affect Incentive Awards theretofore
granted hereunder without the Grantee's consent.

AICP 06/30/04 approved.doc

                                       10
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                                   APPENDIX A

                              INTERPOLATION EXAMPLE


ASSUMPTION:

For Fiscal 2004, ROE = 6.0%

RETURN ON EQUITY (ROE) INTERPOLATION:

         (1)      If ROE falls between two benchmark levels, determine the
                  incremental percentage achieved between the lower benchmark
                  and the higher benchmark (the "Incremental Percentage"):

                      GOOD (8.2%) - THRESHOLD (4.7%) = 3.5%

                      ROE IN EXCESS OF LOWER BENCHMARK (6.0% - 4.7% = 1.3%)/
                      DIFFERENCE BETWEEN HIGH AND LOW BENCHMARKS (3.5%) = 37.14%

         (2)      Determine the difference between the percentage of the Salary
                  Aggregate paid for the lower and higher benchmark levels (the
                  "Payout Differential"):

                      GOOD PAYOUT PERCENTAGE (40%)
                      - THRESHOLD PAYOUT PERCENTAGE (20%)
                      = 20.0 PERCENTAGE POINTS

         (3) Multiply the Incremental Percentage by the Payout Differential:

                      37.14% X 20.0 PCT. PTS. = 7.428 PERCENTAGE POINTS

         (4) Add the result in (3) above to the lower benchmark Payout
             Percentage benchmark:

                      20.0% + 7.428% = 27.428%

         (5) The amount of the Tentative Fund for Fiscal 2004 would be equal to
             27.428% of the Salary Aggregate.


ALTERNATIVE ASSUMPTION:

If on the other hand, ROE for Fiscal 2004 was 13.0%, the Tentative Fund would be
equal to 60% of the Salary Aggregate.

AICP 06/30/04 approved.doc