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Exhibit 99.2
 
                                   FCNB CORP
                        1992 EMPLOYEE STOCK OPTION PLAN
 
    1. Purpose.
 
    This plan, which shall be known as the FCNB Corp 1992 Employee Stock 
Option Plan (the "Plan"), is intended to promote the interests of FCNB Corp 
(the "Company") and its stockholders by encouraging employees of the Company 
and its present and future subsidiaries to acquire equity interests or 
increase their equity interests in the Company, thereby giving them an added 
incentive to work toward the continued growth and success of the Company, and 
by enhancing the ability of the Company and its subsidiaries to compete for 
the services of personnel needed for their continued growth and success.

    2. Shares Subject to the Plan

    Subject to adjustment as provided in Section 10 hereof, the aggregate 
number of shares of the Common Stock, par value $1.00 per share, of the 
Company ("Shares") available for issuance upon exercise of options granted 
under the Plan, or upon the grant of restricted stock (as hereinafter 
defined, "Restricted Stock") pursuant to the Plan, shall not exceed 250,000 
Shares. In the event the number of Shares to be delivered upon the exercise 
of any option granted under the Plan or in connection with the grant of any 
Restricted Stock award is reduced for any reason whatsoever, or in the event 
any option or Restricted Stock award shall expire, terminate or be canceled 
for any reason without the option being exercised in full, the number of 
Shares no longer subject to such option or Restricted Stock award shall 
thereafter be available for the grant of new options or Restricted Stock 
awards. Notwithstanding the preceding sentence, Shares of Restricted Stock 
that have been issued and thereafter are forfeited pursuant to Section 9 
hereof shall not be available for the grant of new options or Restricted 
Stock awards.

    3. Effective Date.
 
    The Plan was adopted on March 3, 1992, which, subject to approval by
stockholders of the Company at the 1992 Annual Meeting of Stockholders, or any
adjournment or postponement thereof, is the effective date ("Effective Date") of
the Plan. In the event that the Plan is not approved by stockholders within one
year of the Effective Date, the Plan shall terminate, and any awards made under
the Plan shall be null and void.

    4. Administration.
 
    (a) Committee. The Plan shall be administered by a committee (the 
"Committee") consisting of not less than two directors of the Company who 
shall be appointed, from time to time, by the Board of Directors of the 
Company. Each member of the Committee shall be a "non-employee director" 
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 
(the "Exchange Act"), or any successor rule adopted by the Securities and 
Exchange Commission.

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    (b) Authority. Subject to the provisions of the Plan, the Committee shall 
make all determinations necessary or advisable for the administration of the 
Plan, including the selection of employees to whom awards shall be made and 
the terms of specific awards, shall interpret the Plan and the options and 
Restricted Stock awards granted under the Plan, and shall correct any defect 
or supply any omission or reconcile any inconsistency in the Plan or in any 
option or Restricted Stock award, in the manner and to the extent the 
Committee deems desirable to carry the Plan or any option or Restricted Stock 
award into effect. Each option and Restricted Stock award under the Plan 
shall be evidenced by an agreement which shall be signed by an officer of the 
Company and shall contain such provisions as shall be approved by the 
Committee. The Committee, in its absolute discretion and without shareholder 
consent, may grant to holders of outstanding options, in exchange for the 
surrender and cancellation of such options, new options having exercise 
prices lower than the exercise price provided in the options so surrendered 
for the purpose of replacing options which have an exercise price higher than 
the then current fair market value of the Shares, or for such other purpose 
as the Committee may determine, and containing such other terms and 
conditions as the Committee may deem appropriate.
 
    (c) Procedure. All determinations of the Committee shall be made by not less
than a majority of its members present at a meeting at which a quorum is
present. A majority of the entire Committee shall constitute a quorum for the
transaction of business. Any action required or permitted to be taken at a
meeting of the Committee may be taken without a meeting, if a unanimous written
consent which sets forth the action is signed by each member of the Committee
and filed with the minutes of proceedings of the Committee. No member of the
Committee shall be liable, in the absence of bad faith, for any act or omission
with respect to his service on the Committee. Service on the Committee shall
constitute service as a director of the Company so that members of the Committee
shall be entitled to indemnification and reimbursement for their service as
members of the Committee to the same extent as for service as directors of the
Company.
 
    5. Granting of Options.
 
    (a) Grant of Options. The Committee may grant to such key employees 
(including officers) of the Company and its present and future subsidiaries 
as may be selected by it ("Recipients"), options to purchase Shares on such 
terms and conditions as shall be established by the Committee, subject to 
such limitations and conditions as are required by the provisions of the 
Plan. In selecting Recipients, and in determining the number of Shares to be 
covered by any award hereunder, the Committee may consider the office or 
position held by the Recipient, the Recipient's degree of responsibility for 
and contribution to the growth and success of the Company, the Recipient's 
length of service, promotions, potential or any other factors which it 
considers relevant. The Committee shall have authority to determine whether 
options granted hereunder shall be incentive stock options ("incentive stock 
options") as defined in Section 422 of the Internal Revenue Code of 1986 
("Code"). All other options granted under the Plan shall be referred to as 
"nonqualified options." No options shall be granted pursuant to the Plan 
after March 2, 2002.
 
    (b) Time of Granting. Nothing contained in the Plan or any resolutions 
adopted or to be adopted by the Board of Directors or the stockholders of the 
Company shall constitute the granting of

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any option hereunder. Grants shall be made hereunder only by action of the
Committee; provided, however, that no participant shall have any rights with
respect to such grant unless and until he or she shall have executed and
delivered an agreement with respect to such option in form and substance
satisfactory to the Committee.
 
    (c) Reload of Options. At the discretion of the Committee (which may be
exercised with respect to new grants, as well as to outstanding grants), if a
Recipient exercises an option at any time and from time to time within three
years of its grant date, the Recipient will receive a reload option ("Reload
Option") to purchase a number of Shares equal to the number of Shares purchased
upon exercise of the option; provided the Recipient is employed by the Company
or an affiliate when the option is exercised; and provided further that grants
of Reload Options shall be made only to the extent there are still Shares
remaining from total number of Shares authorized under Section 2. On the day on
which the Shares authorized under the Plan in Section 2 are fully depleted, any
Recipients exercising options and determined to be entitled to a grant of Reload
Options will have their Reload Options reduced pro rata based on the number of
Shares purchased on that day. The exercise price for the Reload Option will be
the fair market value of the underlying Shares on the grant date of the Reload
Option. The exercise of a Reload Option will not trigger another option grant.
 
    6. Price.
 
    (a) Minimum Option Price. The option price per Share underlying each option
shall be fixed by the Committee, but shall not be less than 100% of the fair
market value of such Shares on the date the option is granted. Such fair market
value shall be determined by he Committee, which may use any reasonable method
of valuation, including: (i) the mean between the high and low prices of the
Common Stock on the principal exchange on which it is then trading, if any, on
the day previous to the grant date (or, if shares were not traded on the day
previous to such date, then on the next preceding trading day during which a
sale occurred); (ii) if the Common Stock is not traded on an exchange but is
quoted on NASDAQ or a successor quotation system, (1) the mean between the high
and low sales prices (if the Common Stock is then listed as a National Market
Issue under the NASDAQ National Market System) or (2) the mean between the
representative high bid and low asked prices (in all other cases) for the Common
Stock on the day previous to the grant date as reported by NASDAQ or such
successor quotation system (or, if shares were not traded on the day previous to
such date, then on the next preceding trading day during which a sale occurred);
or (iii) if the Common Stock is not publicly traded on an exchange or is not
quoted on NASDAQ or a successor quotation system, the fair market value
determined by taking into account all relevant facts and circumstances, which
may include the advice of an independent appraiser.
 
    (b) Limitations on Incentive Stock Options. No incentive stock option 
shall be granted to any person who, at the time the option is granted, owns 
(within the meaning of Section 424(d) of the Code) stock possessing more than 
10% of the total combined voting power of all classes of stock of the Company 
or of any parent or subsidiary of the Company, unless the option price is at 
least 110% of the fair market value of the Shares subject to the option. In 
addition, to the extent that the aggregate fair market value of Shares with 
respect to which incentive stock options are exercisable for the first time 
by any individual during any calendar year (under all employee benefit plans, 
including the Plan,

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of the Company and its subsidiaries) exceeds $100,000, such options shall be
treated as options which are not incentive stock options.
 
    7. Other Terms and Conditions of Options.
 
    Options granted under the Plan shall be in such form as the Committee may 
from time to time approve, subject to the following terms and conditions, and 
may contain such additional terms and conditions (which terms and conditions 
need not be the same in each case), not inconsistent with the Plan, as the 
Committee shall deem desirable:
 
    (a) Period of Exercise; Conditions and Limitations. No option shall be
exercisable with respect to any of the Shares subject to the option later than
ten years from the date of grant. Notwithstanding the foregoing, in the case of
a Recipient owning (within the meaning of Section 424(d) of the Code), at the
time an incentive stock option is granted, more than 10% of the total combined
voting power of all classes of stock of the Company or of any parent or
subsidiary of the Company, such incentive stock option shall not be exercisable
with respect to any of the Shares subject thereto later than five years after
the date of grant. The date on which an option ultimately becomes unexercisable
under either of the previous two sentences is hereinafter referred to as the
"Expiration Date". To the extent not prohibited by other provisions of the Plan,
each option shall be exercisable at such time or times and subject to such
conditions as are set forth in the related option agreement. A Reload Option
becomes exercisable one year after its grant date, provided that a Recipient
shall forfeit a Reload Option upon selling any Shares that triggered its grant
within one year of the date of grant of the Reload Option.
 
    (b) Vesting Period. The options and Restricted Stock awards granted 
pursuant to the Plan may be made subject to such vesting period or periods as 
determined by the Committee.
 
    (c) Acceleration of Vesting Period Under Certain Circumstances.
 
          (A) If a Recipient's employment is terminated as a result of 
voluntary retirement each option granted under the Plan and outstanding at 
the time of termination shall become fully and immediately exercisable, and 
any restrictions or conditions applicable to Shares of Restricted Stock 
issuable upon exercise of any such option shall be deemed satisfied 
simultaneously with any such exercise. Recipients eligible for "Voluntary 
Retirement" shall include:

              (1) Any Recipient who has completed fifteen (15) years of 
service and who is at least age sixty-two (62) as of the date of termination.
 
         (B) If a Recipient's employment is terminated, including a voluntary 
termination, within two years following a Change in Control of the Company 
(for any reason other than death, disability or for cause) each option 
granted under the Plan and outstanding at the time of termination shall 
become fully and immediately exercisable, and any restrictions or conditions 
applicable to Shares of Restricted Stock issuable upon exercise of any such 
option shall be deemed satisfied simultaneously with any such exercise. As 
used herein, a "Change in Control" shall mean:

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       (1) Any corporation, person or entity becomes the "beneficial owner" 
(as such term is defined in Rule 13d-3 promulgated under the Exchange Act), 
directly or indirectly, of securities of the Company representing 20% or more 
of the combined voting power of the Company's then outstanding securities, 
other than beneficial ownership by a Recipient, the Company, any employee 
benefit plan of the Company or any person or entity organized, appointed or 
established pursuant to the terms of any such benefit plan;

       (2) The Company's stockholders approve an agreement to merge or 
consolidate the Company with another corporation, or an agreement providing 
for the sale of substantially all of the assets of the Company to one or more 
corporations, in any case other than with or to a corporation 50% or more of 
which is controlled by, or is under common control with, the Company; or

       (3) During any two-year period, individuals who at the date on which 
the period commences constitute a majority of the Board of Directors cease to 
constitute a majority thereof for any reason; provided, however, that the 
preceding clause shall not apply as to any director who was not a director at 
the beginning of such period if such director was elected by, or on the 
recommendation of, at least two-thirds of the directors who were directors at 
the beginning of such period (either actually or by prior operation of this 
provision), other than any director who is so approved in connection with any 
actual or threatened contest for election to positions on the Board of 
Directors.
 
   (d) Termination of Employment. If a Recipient's employment is terminated 
for any reason whatsoever (including his death), the right to exercise an 
option shall terminate:


       (1) At the close of business on the day preceding the date of
termination of the Recipient's employment, if termination (except a termination
covered by Section 7(c) hereof occurs within one year following the date of
grant; or


       (2) At the close of business on the day preceding the date of
termination of the Recipient's employment, if termination occurs for cause, as
hereinafter defined; or


       (3) At the expiration of a period of one year after the
Recipient's death, if the Recipient's employment is terminated by reason of
death, or if the Recipient had a right to exercise an option on the date of
death pursuant to Section 7(c)(4) or (5); and prior to such date such option may
be exercised by the estate or by the person or persons who acquire the right to
exercise such option by bequest or inheritance with respect to any or all of the
Shares remaining subject to such option at the time of such exercise; or

       (4) At the expiration of a period of one year after the Recipient 
ceases to receive wages through the Company's or a subsidiary's payroll 
because of disability, as determined in accordance with applicable Company 
personnel policies (the determination of the Committee on any question 
involving disability shall be conclusive and binding on all parties); or

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        (5) At the expiration of three months after the Recipient's 
employment is terminated, if the Recipient's employment is terminated for any 
reason other than death, disability or for cause.
 
    The right of the Recipient to exercise an option during the period 
specified in Section 7(c)(4) or (5) may be made subject to the condition that 
at the date of exercise the Recipient shall not be rendering services to any 
organization engaged directly or indirectly in any business which, in the 
opinion of the Committee, competes with or is in conflict with the interests 
of the Company or any of its subsidiaries.
 
    For purposes of the Plan, the term "cause" shall mean (i) any gross or 
habitual neglect of duty or misconduct of a Recipient in discharging any of 
his duties and responsibilities as an employee of the Company or any of its 
subsidiaries, (ii) fraud, theft or embezzlement committed against the Company 
or any subsidiary or customer of the Company, or (iii) a Recipient's 
conviction of a felony or any other crime involving moral turpitude.
 
    Notwithstanding the foregoing provisions of this Section 7(c), the 
Committee, in its sole discretion, may amend any particular option agreement 
to provide that the right to exercise such option shall continue for a 
period, which shall be specified by the Committee, after termination of the 
Recipient's employment and no later than the Expiration Date. An option 
exercised after cessation of employment by a Recipient for any reason may, 
subject to adjustment as provided in Section 10, be exercised only with 
respect to the number of Shares which the Recipient could have acquired under 
the grant immediately prior to the cessation of such employment. In no event 
may an option be exercised after its Expiration Date. Subject to the 
limitations set forth in Section 422 of the Code applicable to incentive 
stock options, the Committee may adopt, amend or rescind from time to time 
such provisions as it deems appropriate with respect to the effect of leaves 
of absence approved by any duly authorized officer of the Company or any 
subsidiary with respect to any Recipient.
 
    (e) Limited Transferability of Restricted Stock Awards and Nonqualified 
Options. Restricted Stock awards and options may not be sold, pledged, 
assigned, hypothecated, transferred or disposed of in any manner other than 
by will or by the laws of descent and distribution. Notwithstanding the 
foregoing, or any other provision of this Plan, a Recipient who holds 
Restricted Stock awards and nonqualified options (collectively, "Awards") may 
transfer such Awards to his or her spouse, lineal ascendants, lineal 
descendants, or to a duly established trust for the benefit of one or more of 
these individuals. Awards so transferred may thereafter be transferred only 
to the Recipient who originally received the grant or to an individual or 
trust to whom the Recipient could have initially transferred the Awards 
pursuant to this Section 7(e). Awards which are transferred pursuant to this 
Section 7(e) shall be exercisable by the transferree according to the same 
terms and conditions as applied to the Recipient.
 
    (f) Legal Limitations. Notwithstanding any provision of the Plan or the 
terms of any option issued pursuant to the Plan, the Company shall not be 
required to issue any Shares hereunder if such issuance would, in the 
judgment of the Committee, constitute a violation of any state or federal 
law, or of the rules or regulations of any governmental regulatory body, or 
any securities exchange.

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    (g) Outstanding Options--Certain Other Transactions. In the event of (i) 
a dissolution or liquidation of the Company, (ii) a sale of all or 
substantially all of the Company's assets, (iii) a merger or consolidation 
involving the Company in which the Company is not the surviving corporation 
or (iv) a merger or consolidation involving the Company in which the Company 
is the surviving corporation but the holders of Shares receive securities of 
another corporation and/or other property, including cash, the Committee may, 
in its absolute discretion, cancel, effective immediately prior to the 
occurrence of such event, each option (including each Restricted Stock award, 
if any, related thereto) outstanding immediately prior to such event (whether 
or not then exercisable), and in full consideration of such cancellation, pay 
to the Recipient to whom such option was granted an amount in cash, for each 
Share subject to such option (and Restricted Stock award, if any) equal to 
the excess of (A) the value, as determined by the Committee in its absolute 
discretion, of the property (including cash) received by the holder of a 
Share as a result of such event over (B) the exercise price of such option.
 
    8. Exercise of Options; Payment.
 
    (a) Exercise of Options. In order to exercise an option under the Plan, 
the person or persons entitled to exercise it shall deliver to the Company 
written notice of the number of full Shares with respect to which such option 
is being exercised accompanied by payment in full for the Shares being 
purchased plus, in the case of a nonqualified option, any required 
withholding tax to the extent that payment of such withholding tax is not 
satisfied in the manner prescribed in Section 11 hereof. No fractional Shares 
will be issued. The payment of the option exercise price shall either be (i) 
in cash, (ii) through delivery to the Company of Shares evidenced by 
negotiable certificates registered in the sole name of the Recipient or in 
the names of the Recipient and spouse, (iii) through delivery to the Company 
of a secured or unsecured promissory note acceptable to the Committee, or 
(iv) by any combination of cash, Shares and promissory notes. To the extent 
that the withholding tax is not paid in the manner prescribed in Section 11 
hereof, the withholding tax shall be paid in cash.
 
    (b) Payment in Shares. The value of Shares delivered as payment of the 
option price shall be based on the fair market value of the Shares at the 
time the option is exercised. Such fair market value shall be determined by 
the Committee, which may use any reasonable method of valuation, including 
the method prescribed by Section 6(a) hereof. If certificates representing 
Shares are used to pay all or part of the exercise price of an option, 
separate certificates shall be delivered by the Company representing the same 
number of Shares as each certificate so used and an additional certificate or 
certificates shall be delivered representing the additional Shares to which 
the option holder is entitled as a result of exercise of the option. 
Notwithstanding the foregoing provisions of Section 8(a) and (b), the 
Committee, in its sole discretion, may refuse to accept Shares or promissory 
notes in payment of the option price of the Shares with respect to which such 
option is to be exercised. In such event, any certificates representing 
Shares or any promissory notes which were actually received by the Company 
with the written notice of exercise shall be returned to the person 
exercising such option, together with notice by the Company of its refusal to 
accept such Shares or promissory notes, and the Recipient shall be deemed to 
have withdrawn the option exercise and shall continue to have the right to 
exercise the option in accordance with the terms of the option agreement. If 
any Shares are purchased pursuant to delivery of promissory notes, the 
certificate or certificates evidencing such Shares shall bear a legend 
stating that future payments are required to be made on account of such 
Shares, and the Company shall

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retain possession of such certificate or certificates until full payment of the
option exercise price has been made.
 
    (c) Supplemental Cash Payments. The Committee, in its sole discretion, 
may provide for payment by the Company of a cash supplement to the Recipient 
upon exercise of any option, for the purpose of defraying the cost to the 
recipient of purchasing the Shares subject to the option. The Committee may 
provide for such payment in the option agreement or, if the agreement does 
not so provide, may authorize such payment in connection with the exercise of 
any option. Supplemental cash payments shall be in such amounts and subject 
to such terms and conditions as the Committee may determine.
 
    9. Restricted Stock.
 
    (a) Grant of Restricted Stock. In conjunction with any option granted 
pursuant to the Plan, the Committee may award a Recipient the right to 
receive, upon exercise of such option (such option being referred to in this 
Section 9 as a "related option") a number of Shares that shall be subject to 
such limitations on transfer and other restrictions as are set forth below or 
in such award ("Restricted Stock"). Each award of Restricted Stock under the 
Plan shall be evidenced by the agreement covering the related option or by 
such other agreement or instrument in such form as the Committee shall 
prescribe from time to time in accordance with the Plan.
 
    (b) Terms and Conditions of Restricted Stock. An award of Restricted 
Stock shall comply with the following terms and conditions, and with such 
other terms and conditions as the Committee, in its discretion, shall 
establish:
 
    (i) The Committee shall determine the number of Shares of Restricted 
    Stock to be issued to a Recipient pursuant to the Restricted Stock award.
 
   (ii) The Restricted Stock shall be immediately forfeited and returned to 
   the Company for cancellation: (A) upon a sale, assignment, transfer, 
   pledge, hypothecation or other disposition of any of the Shares received 
   upon exercise of the related option occurring within such period as the 
   Committee may establish (the "Restricted Period"), (B) if the Recipient's 
   continuous employment with the Company or any subsidiary shall terminate 
   for any reason, except as provided in Section 9(d), prior to the 
   expiration of the Restricted Period, (C) if, on or prior to the 
   expiration of the Restricted Period, or by such later date as the 
   Committee in its sole discretion may determine, the participant has not 
   paid to the Company an amount equal to any federal, state or local income 
   or other taxes which the Committee determines is required to be withheld 
   in respect of such Shares, or (D) under such other circumstances as 
   determined by the Committee in its discretion.
 
    (c) Stock Certificates. Each certificate for Shares issued pursuant to an 
award of Restricted Stock (a "Restricted Certificate") shall bear an 
appropriate legend referring to the foregoing Restricted Period and other 
restrictions, shall be deposited by the Recipient with the Company, together 
with a stock power endorsed in blank, or shall be evidenced in such other 
manner permitted by applicable law

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as determined by the Committee in its discretion. Any attempt to dispose of any
Shares of Restricted Stock in contravention of the foregoing Restricted Period
and other restrictions shall be null and void and without effect.
 
    (d) Termination of Award. If a Recipient's employment is terminated 
because of death or (permanent) disability, (i) any outstanding shares of 
Restricted Stock with Recipient held prior to death or the date of such 
(permanent) disability (which date is deemed to be the date on which the 
Recipient ceased to receive wages through the company's or a subsidiary's 
payroll because of disability, or on such other date required by the 
Company's personnel policies in the judgment of the Committee) will vest 
immediately and (ii) the right to receive Restricted Stock upon exercise of 
options transferred to the Recipient's estate, or held by the disabled 
Recipient on the date of (permanent) disability commenced, shall continue for 
as long as those options are exercisable, and any Restricted Stock issued 
upon exercise of such options shall be deemed to vest immediately. If a 
Recipient's employment is terminated for any other reason whatsoever, the 
right to receive Restricted Stock shall continue only to the extent that, and 
for the period during which, the related option is exercisable, and shall 
terminate simultaneously with the termination of the right to exercise a 
related option, subject to such further terms and conditions as The Committee 
shall specify in connection with any such Restricted Stock award.
 
    (e) Rights as Stockholder. During the Restricted Period, the Recipient 
shall have voting rights and the right to receive dividends with respect to 
the Shares of Restricted Stock as to which the Recipient is the holder of 
record, provided that any Shares received as a stock dividend with respect to 
Restricted Stock shall be subject to the same restrictions and limitations as 
the Restricted Stock with respect to which such stock dividend is distributed.
 
    (f) Issuance of Certificate Upon Termination of Restricted Period. At the
expiration of the Restricted Period, a stock certificate free of all
restrictions for the number of Shares of Restricted Stock registered in the name
of the Recipient shall be delivered to the Recipient to replace the Restricted
Certificate, and the restrictions imposed pursuant to this Section 9 shall
terminate and be of no further force and effect.
 
    10. Adjustment of Shares.
 
    In the event that any time after the Effective Date, the outstanding 
Shares are changed into or exchanged for a different number or kind of shares 
of the Company or other securities of the Company by reason of merger, 
consolidation, recapitalization, reclassification, stock split, stock 
dividend, or combination of shares, or any spin-off or other distribution of 
assets to stockholders, the Committee may make an adjustment in the number 
and kind of Shares subject to outstanding options and Re stricted Stock 
awards, or portions thereof then unexercised or unissued, and the number of 
Shares subject to the Plan to the end that after such event the Shares 
subject to the Plan and the Recipient's right to a proportionate interest in 
the Company shall be maintained as before the occurrence of such event. Any 
such adjustment in an outstanding option or Restricted Stock award shall be 
made without change in the total exercise price applicable to the grant or 
the unexercised portion thereof (except for any change in the aggregate price 
resulting from rounding-off share quantities or prices) and with any

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necessary corresponding adjustment in the exercise price per Share. Any such
adjustment made by the Committee shall be final and binding upon all Recipients,
the Company, and all other interested persons.
 
    11. Withholding.
 
    The Company shall have the right to withhold from any payments of cash or
issuance of Shares by the Company under this Plan, or to collect as a condition
of such payment or issuance, any taxes required by law to be withheld. At any
time when a Recipient is required to pay to the Company an amount required to be
withheld under applicable income tax laws in connection with the exercise of an
option or the grant of Restricted Stock (including upon election by the
Recipient to include the fair market value of such Restricted Stock in gross
income for federal income tax purposes), the Recipient may, subject to such
rules or procedures as may be adopted by the Committee, satisfy such requirement
in whole or in part by electing (the "Election") either to deliver to the
Company certificates representing Shares having a value equal to the amount
required to be withheld, or to have the Company withhold from the issuance which
would otherwise be made to the Recipient a number of Shares (or their monetary
equivalent.) having a value equal to the amount required to be withheld. Such
value shall be determined by the Committee, which may use any reasonable method
of valuation, including the method prescribed by Section 6(a) hereof. The
Committee may disapprove any Election, suspend or terminate the right of
Recipients to make Elections, or provide with respect to the grant of any option
or Restricted Stock award that the right to make Elections shall not apply to
that option or Restricted Stock award. Any Election shall be irrevocable and
shall be deemed to have been made when a completed form of election is hand
delivered to the Secretary of the Company or if mailed, on the day such form is
postmarked.
 
    12. Amendments and Termination.
 
    The Board of Directors of the Company may at any time terminate, suspend 
or amend the Plan in such respects as it shall deem advisable. Except as 
otherwise provided in Section 10, no action of the Board of Directors may 
without approval or ratification by the Company's stockholders (i) increase 
the aggregate number of Shares as to which options or Restricted Stock awards 
may be granted under the Plan, (ii) reduce the minimum price at which options 
may be granted, (iii) extend the period within which options or Restricted 
Stock awards may be exercised beyond the Expiration Date, (iv) change the 
class of employees eligible to receive options or Restricted Stock awards, or 
(v) extend the period within which options or Restricted Stock awards may be 
granted. No termination, suspension or amendment of the Plan may, without the 
consent of the Recipient to whom any option or Restricted Stock award shall 
theretofore have been granted, adversely affect the rights of such Recipient 
under any such option or Restricted Stock award then outstanding.
 
    13. No Rights as Stockholder.
 
    The person or persons entitled to exercise, or who have exercised, an 
option or have been granted a Restricted Stock award shall not be entitled to 
any rights as a stockholder of the Company with respect to any Shares subject 
to the option or Restricted Stock award until such person or persons

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shall have become the holder of record of such Shares.

    14. No Right to Continued Employment.

    An option or Restricted Stock award granted under this Plan shall not 
confer upon the Recipient any right to remain in the employment of the 
Company or any of its subsidiaries, nor shall it interfere in any way with 
the right of the Company or any of its subsidiaries to terminate the 
Recipient's employment at any time.
 
    15. Unfunded Plan.
 
    THE PLAN SHALL BE UNFUNDED.  The Company shall not be required to segregate
any cash or any Shares which may at any time be represented by options or
Restricted Stock awards granted hereunder. Neither the Company, its Board of
Directors nor the Committee shall be deemed to be a trustee of any amounts to be
paid under the Plan. Any liability of the Company to any Recipient with respect
to an option or Restricted Stock award granted hereunder shall be based solely
upon contractual obligations created under this Plan and the related agreement,
and the rights of any Recipient shall be limited to those of a general creditor
of the Company.
 
    16. Governing Law.
 
    The Plan shall be governed by the laws of the State of Maryland, without 
regard to principles of conflicts of law.