1992 Stock Option and Restricted Stock Plan - Fleet Financial Group Inc.


 
                          FLEET FINANCIAL GROUP, INC.
        AMENDED AND RESTATED 1992 STOCK OPTION AND RESTRICTED STOCK PLAN
 
1. Purpose
 
     This Amended and Restated 1992 Stock Option and Restricted Stock Plan (the
'Plan') constitutes an amendment and restatement of the 1992 Stock Option and
Restricted Stock Plan which was adopted by the Board of Directors of Fleet
Financial Group, Inc. (the 'Corporation') on January 15, 1992, and approved by
the stockholders of the Corporation on April 15, 1992, further amended on
February 16, 1994 and approved by the stockholders on April 20, 1994 (the '1994
Amendment'), and further amended on February 21, 1996 and approved by the
stockholders on April 17, 1996 (the '1996 Amendment'). The purpose of this Plan
is to advance the interests of the Corporation by enhancing the ability of the
Corporation and its subsidiaries to attract and retain officers, employees and
non-employee directors to the Corporation, to reward such individuals for their
contributions and to encourage them to take into account the long-term interests
of the Corporation through interests in the Corporation's Common Stock, $.01 par
value per share (the 'Stock'). Any officer, director or employee selected to
receive an award under the Plan is referred to as a 'participant'.
 
     The Plan provides for the grant of options to acquire Stock ('Options'),
which may be incentive options ('ISOs') within the meaning of the Internal
Revenue Code of 1986, as amended (the 'Code'), and awards of Stock subject to
certain restrictions ('Restricted Stock'). Under the Plan, Restricted Stock
consists exclusively of (i) Stock subject to performance-based restrictions
intended to comply with the provisions of Section 162(m) of the Code
('Performance-Based Restricted Stock') and (ii) Stock awarded to non-employee
directors in lieu of some or all of the cash compensation such directors would
otherwise receive for their service as directors ('Non-employee Director
Restricted Stock'). Grants of Options and awards of Restricted Stock are
referred to herein as 'Awards'. The grant of an Option may also involve the
grant of stock appreciation rights as described in Section 6.
 
2. Administration
 
     The Plan shall be administered, construed and interpreted by the Board of
Directors or by one or more committees appointed by the Board of Directors of
the Corporation (any such committee being hereafter referred to as the
'Committee'). The Committee shall have discretionary authority, not inconsistent
with the express provisions of the Plan, (a) to make Awards to such participants
as the Committee may select; (b) to determine the time or times when Awards
shall be granted and the number of shares of Stock subject to each Award; (c) to
determine which Options are, and which Options are not, intended to be ISOs; (d)
to determine the terms and conditions of each Award; (e) to prescribe the form
or forms of any instruments evidencing Awards and any other instruments required
under the Plan and to change such forms from time to time; (f) to adopt, amend,
and rescind rules and regulations for the administration of the Plan; and (g) to
interpret the Plan and to decide any questions and settle all controversies and
disputes that may arise in connection with the Plan. Such determinations of the
Committee shall be conclusive and shall bind all parties.
 
     No member of the Board of Directors or the Committee shall be liable for
any action or determination made in good faith, and the members shall be
entitled to indemnification and reimbursement in the manner provided in the
Corporation's By-laws.
 
     As used in the Plan, the 'fair market value' of Stock as of any date shall
be the mean of the high and low sale prices of the shares of Stock on the
principal exchange on which the Stock is traded on such date or as the Committee
may otherwise determine.
 
                                      1

3. Eligibility
 
     Persons eligible to receive Awards under the Plan shall be those key
employees and officers, who, in the opinion of the Committee, are in a position
to make a significant contribution to the success of the Corporation and its
subsidiaries. No person who beneficially owns five percent or more of the
outstanding Stock of the Corporation shall be eligible to participate in the
Plan, to exercise an Option previously granted to him or her or to take full
possession of Restricted Stock previously issued to him or her. A 'subsidiary'
of the Corporation shall mean a corporation, whether domestic or foreign, in
which the Corporation shall own, directly or indirectly, a majority of the
capital shares entitled to vote at the annual meeting thereof. Non-employee
directors shall be eligible to receive Awards under the Plan in lieu of some or
all of the cash compensation they would otherwise receive for their service as
directors, to the extent that their eligibility for such Awards would not
disqualify them as disinterested persons for purposes of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the 'Exchange Act').
 
4. Stock Subject to Awards
 
     The Stock subject to Awards under the Plan shall be either authorized but
unissued shares or treasury shares. Subject to adjustment in accordance with the
provisions of Paragraph 5(g) and 7(e) hereof, the total number of shares (the
'Eligible Shares') of such Stock shall be 10,500,000 shares (the number of
shares authorized under the Plan prior to adoption of the 1996 Amendment) plus
an additional 13,000,000 shares. Subject to like adjustment, the total amount of
Stock as to which Options may be granted or Stock Awards may be issued to any
one person participating under the Plan shall not exceed in the aggregate that
number of shares equal to ten percent of the total amount of outstanding Stock
of the Corporation. Subject to like adjustment, the maximum number of shares
issuable upon the exercise of Options that are ISOs shall be 15,000,000.
 
     In the event that any outstanding Option or Restricted Stock Award under
the Plan for any reason expires, is forfeited or is terminated prior to the end
of the period during which Awards may be made under the Plan, the shares of
Stock allocable to the unexercised portion of such Option or the portion of such
Restricted Stock Award that has terminated or been forfeited may again be
subject to award under the Plan. Shares of Stock delivered to the Corporation to
pay the exercise price of any Option or to satisfy the tax withholding
consequences of an Option exercise or the grant or vesting of Restricted Stock
shall again be subject to award under the Plan.
 
5. Terms and Conditions Applicable to all Options Granted Under the Plan
 
     Options granted pursuant to the Plan shall be evidenced by agreements in
such form as the Committee shall, from time to time, approve, which agreements
shall in substance include and comply with and be subject to the following terms
and conditions:
 
  a. Medium and Time of Payment
 
     The exercise price of an Option shall be payable either (i) in United
States dollars in cash or by check, bank draft or money order payable to the
order of the Corporation, (ii) through the delivery of shares of Stock owned by
the optionee with a fair market value equal to the option price or (iii) by a
combination of (i) and (ii). Fair market value of Stock so delivered shall be
determined on the date of exercise. Unless the Committee otherwise determines,
an optionee may engage in a successive exchange (or series of exchanges) in
which Stock such optionee is entitled to receive upon exercise of an Option may
be simultaneously utilized as payment for the exercise of an additional Option
or Options.
 
     To the extent permitted by applicable law, the Committee may permit payment
of the Option exercise price through arrangements with a brokerage firm under
which such firm, on behalf of the optionee, will pay the exercise price to the
Corporation and the Corporation will promptly deliver to such firm the number of
shares of Stock subject to the Option so that the firm may sell such shares, or
a portion thereof, for the account of the optionee. In addition, the Committee
may permit payment of the
 
                                      2

Option exercise price by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the Corporation sufficient funds
to pay the exercise price as soon as the shares subject to the Option, or a
portion thereof, are sold on behalf of the optionee.
 
  b. Numbers of shares
 
     The Option shall state the total number of shares to which it pertains. No
Option may be exercised in part for fewer than ten shares. Subject to adjustment
as provided in Section 5(g), in any fiscal year of the Corporation, the
aggregate number of shares of Stock of the Corporation as to which Options may
be granted to any one participant shall not exceed 325,000.
 
  c. Option Price
 
     The exercise price of an Option shall be not less than the fair market
value of the shares of Stock covered by the Option on the date of grant except
that (i) in connection with an amendment of an Option which does not reduce the
exercise price of the Option but which, in the opinion of the Committee, is or
may be treated for tax or other technical purposes (including, in particular,
for purposes of Section 16 of the Exchange Act) as a new grant of the Option,
the exercise price of such amended Option may be less than the then fair market
value of the shares of Stock subject to such Option so long as such exercise
price is equal to or greater than the exercise price of the original Option, and
(ii) in connection with an acquisition, consolidation, merger or other
extraordinary transaction, Options may be granted at less than the then fair
market value in order to replace Options previously granted by one or more
parties to such transaction (or their affiliates) so long as the aggregate
spread on such replacement Options for any recipient of such Options is equal to
or less than the aggregate spread on the Options being replaced.
 
  d. Expiration of Options
 
     Each Option granted under the Plan shall expire on a date determined by the
Committee which date may not be more than ten years from the date the Option is
granted.
 
  e. Date of Exercise
 
     The Committee may, in its discretion, provide that an Option may not be
exercised in whole or in part for any period or periods of time specified by the
Committee. Except as may be so provided, any Option may be exercised in whole at
any time, or in part from time to time, during its term. In the case of an
Option not immediately exercisable in full, the Committee may at any time
accelerate the time at which all or any part of the Option may be exercised.
 
  f. Termination of Service
 
     The Committee shall, subject to the provisions of Section 5(d), determine
for each Award of an Option the extent to which the participant (or his legal
representative) shall have the right to exercise the Option following
termination of such participant's service to the Corporation or any subsidiary.
Such provisions may reflect distinctions based on the reasons for the
termination of service and any other relevant factors that the Committee may
determine.
 
  g. Adjustments on Changes in Stock
 
     The aggregate number of shares of Stock as to which Options may be granted
under the Plan, the aggregate number of shares of Stock as to which Options may
be granted to any one such participant, the number of shares of Stock covered by
each outstanding Option, and the exercise price per share of each outstanding
Option, shall be proportionately adjusted by the Committee for any increase or
decrease in the number of issued shares of Stock resulting from subdivisions or
consolidation of shares or other capital adjustments, the payment of a Stock
dividend or any other increase or decrease in such shares effected without
receipt of consideration by the Corporation; provided, however, that no such
adjustment shall be made unless and until the aggregate effect of all such
increases and decreases accruing after the effective date of the 1996 Amendment
shall have increased or decreased the number
 
                                      3


of issued shares of Stock by five percent or more; and provided further, that 
any fractional shares resulting from any such adjustment shall be eliminated. 
Any such determination by the Committee shall be conclusive.
 
  h. Assignability
 
     Except as permitted by the Committee, Options shall be nontransferable
except by the laws of descent and distribution or pursuant to a qualified
domestic relations order. So long as nontransferability of an Option shall be
required to exempt the grant of an Option from the provisions of Section 16(b)
of the Exchange Act, no Option that the Committee intends to grant in a
transaction exempted from such Section may be assigned or transferred except by
will or by the laws of descent and distribution. So long as nontransferability
of ISOs is a requirement of the Code, unless the Committee specifies otherwise,
no Option granted as an ISO may be assigned or transferred except by will, by
the laws of descent and distribution or pursuant to a qualified domestic
relations order.
 
  i. Rights as a Stockholder
 
     An optionee shall have no rights as a stockholder with respect to shares
covered by an Option until the date the shares are issued and only after such
shares are fully paid. No adjustment will be made for dividends or other rights
the record date for which is prior to the date of such issuance.
 
  j. Tax Withholding
 
     The Committee shall have the right to require that the participant
exercising the Option remit to the Corporation an amount sufficient to satisfy
any federal, state, or local withholding tax requirements (or make other
arrangements satisfactory to the Committee with regard to such taxes) prior to
the delivery of any Stock pursuant to the exercise of the Option. If permitted
by the Committee, either at the time of the grant of the Option or in connection
with its exercise, the participant may elect, at such time and in such manner as
the Committee may prescribe, to satisfy such withholding obligation by (i)
delivering Stock having a fair market value equal to such withholding
obligation, or (ii) requesting that the Corporation withhold from the shares of
Stock to be delivered upon the exercise a number of shares of Stock having a
fair market value equal to such withholding obligation.
 
     In the case of an ISO, the Committee may require as a condition of exercise
that the participant exercising the Option agree to inform the Corporation
promptly of any disposition (within the meaning of section 424(c) of the Code
and the regulations thereunder) of Stock received upon exercise.
 
  k. Change in Control
 
     Notwithstanding the provisions of any Option that provide for its exercise
in installments, such Option shall become immediately exercisable in the event
of a change in control or offer to effect a change in control. For purposes of
this Paragraph 5(k), a 'change in control' shall mean either of the following
events; (a) the acquisition of the beneficial ownership (as that term is defined
in Rule 13d-3 under the Exchange Act) of 20 percent or more of the voting
securities of the Corporation by purchase, merger, consolidation or otherwise by
any person or by persons acting as a group within the meaning of Section 13(d)
of the Exchange Act; provided, however, a change in control shall not be deemed
to have occurred if the acquisition of such securities is by one or more
employee benefit plans of the Corporation or (b) in any two-year period,
individuals who at the beginning of such period constitute the Board of
Directors of the Corporation cease for any reason, to constitute at least a
majority of the Board of Directors of the Corporation at, or at any time prior
to the conclusion of, such two-year period. The term 'person' refers to an
individual or a corporation, partnership, trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization or any other
form of entity not specifically listed herein. The decision as to whether a
change in control or offer to effect a change in control has occurred shall be
made by a majority of the Continuing Directors (as defined in the Restated
Articles of Incorporation as in effect on February 21, 1996) and shall be
conclusive and binding.
 
                                     4

     Notwithstanding Paragraph 8 of the Plan, this provision shall not be
amended or revoked in any manner without the affirmative vote of 80% of the
Board of Directors and a majority of the Continuing Directors (as defined
above).
 
  l. Additional Restrictions and Conditions
 
     The Committee may impose such other restrictions and conditions (in
addition to those required by the provisions of this Plan) on any Award of
Options hereunder and may waive any such additional restrictions and conditions,
so long as (i) any such additional restrictions and conditions are consistent
with the terms of this Plan and (ii) such waiver does not waive any restriction
or condition required by the provisions of this Plan.
 
  m. Repricing
 
     The Committee shall not, without further approval of the stockholders of
the Corporation, (i) authorize the amendment of any outstanding Option to reduce
the exercise price of such Option or (ii) grant a replacement Option upon the
surrender and cancellation of a previously granted Option for the purpose of
reducing the exercise price of such Option. Nothing contained in this section
shall affect the Committee's right to make the adjustments permitted under
Section 5(g).
 
6. Stock Appreciation Rights
 
     At the discretion of the Committee, a participant who has been granted an
Option may also be granted the right to require the Corporation to purchase all
or a portion of such Option for cancellation (a 'stock appreciation right'). To
the extent that the participant exercises this right, the Corporation shall pay
him in cash and/or Stock the excess of the fair market value of each share of
Stock covered by the Option (or a portion thereof purchased), determined on the
date the election is made, over the exercise price of the Option. The election
shall be made by delivering written notice thereof to the Committee. Shares
subject to the Option so purchased shall not again be available for purposes of
the Plan. Subject to adjustment as provided in Section 5(g), in any fiscal year
of the Corporation, the aggregate number of shares of Stock as to which stock
appreciation rights may be granted to any one person participating under the
Plan shall not exceed 325,000.
 
7. Terms and Conditions Applicable to Restricted Stock Awards
 
     Awards of Restricted Stock may be Performance-Based Restricted Stock, as
described in Section 7(i), or Non-employee Director Restricted Stock, as
described in Section 7(j). The provisions of Sections 7(a) through 7(h) are
applicable to all shares of Restricted Stock.
 
  a. Number of Shares
 
     The total number of shares of Restricted Stock that may be awarded under
the Plan on a cumulative basis shall not exceed one percent of the Stock of the
Corporation outstanding at the date of any such Award. In any fiscal year of the
Corporation, the aggregate number of shares of Stock as to which Restricted
Stock Awards may be granted to any one person participating under the Plan shall
not exceed 100,000.
 
     Each Restricted Stock Award under the Plan shall be evidenced by a stock
certificate of the Corporation, registered in the name of the participant,
accompanied by an agreement in such form as the Committee shall prescribe from
time to time. The Restricted Stock Awards shall comply with the following terms
and conditions and with such other terms and conditions not inconsistent with
the terms of this Plan as the Committee, in its discretion, shall establish.
 
  b. Stock Legends; Prohibition on Disposition
 
     Certificates for shares of Restricted Stock shall bear an appropriate
legend referring to the restrictions to which they are subject, and any attempt
to dispose of any such shares of Stock in
 
                                      5

contravention of such restrictions shall be null and void and without effect.
The certificates representing shares of Restricted Stock shall be held by the
Corporation until the restrictions are satisfied.
 
  c. Termination of Service
 
     The Committee shall determine the extent to which the restrictions on any
Restricted Stock Award shall lapse upon the termination of the participant's
service to the Corporation and its subsidiaries, due to death, disability,
retirement or for any other reason. If the restrictions on all or any portion of
a Restricted Stock Award shall not lapse, the participant, or in the event of
his death, his personal representative, shall forthwith deliver to the Secretary
of the Corporation such instruments of transfer, if any, as may reasonably be
required to transfer the shares back to the Corporation.
 
  d. Change in Control
 
     Upon the occurrence of a change in control or an offer to effect a change
in control of the Corporation, as determined in Paragraph 5(k) of this Plan, all
restrictions then outstanding with respect to shares of Restricted Stock shall
automatically expire and be of no further force and effect and all certificates
representing such shares of Stock shall be delivered to the participant.
 
  e. Adjustment for Changes in Stock
 
     The Committee shall proportionately adjust the aggregate number of shares
of Stock as to which Restricted Stock Awards may be granted to participants
under the Plan and the aggregate number of shares of Stock as to which
Restricted Stock Awards may be granted to any one such person for any increase
or decrease in the number of issued shares of Stock resulting from the
subdivision or consolidation of shares or other capital adjustments, the payment
of a stock dividend, or any other increase or decrease in such shares without
the payment of consideration; provided, however, that no such adjustment shall
be made unless and until the aggregate effect of all such increases and
decreases accruing after the effective date of the 1996 Amendment shall have
increased or decreased the number of issued shares of Stock of the Corporation
by five percent or more; and provided, further, that any fractional shares
resulting from any such adjustment shall be eliminated. Any such determination
by the Committee shall be conclusive. Shares of Stock issued with respect to any
outstanding Awards as a result of any of the foregoing events shall be subject
to the same restrictions.
 
  f. Effect of Attempted Transfer
 
     No benefit payable or interest in any Restricted Stock Award shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge and any such attempted action shall be void and no
such interest in any Restricted Stock Award shall be in any manner liable for or
subject to debts, contracts, liabilities, engagements or torts of any
participant or his beneficiary. If any participant or beneficiary shall become
bankrupt or shall attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge any benefit payable under or interest in any
Restricted Stock Award, then the Committee, in its discretion, may hold or apply
such benefit or interest or any part thereof to or for the benefit of such
participant or his beneficiary, his spouse, children, blood relatives or other
dependents, or any of them, in any such manner and such proportions as the
Committee may consider proper.
 
  g. Payment of Taxes
 
     The Corporation shall have the right to deduct from any Restricted Stock
Award or other payment hereunder any amount that federal, state, local or
foreign tax law requires to be withheld with respect to such Award or payment or
to require that the participant, prior to or simultaneously with the Corporation
incurring any obligation to withhold any such amount, pay such amount to the
Corporation in cash or, at the option of the Corporation, shares of Stock (which
shall be valued at the fair market value on the date of payment). There is no
obligation under the Plan that any participant be advised of the existence of
the tax or the amount required to be withheld. Without limiting the generality
of the foregoing, in any case where it is determined that tax is required to be
withheld in connection with the
 
                                      6

issuance, transfer or delivery of shares of Stock under this Plan, the
Corporation may, pursuant to such rules as the Committee may establish, reduce
the number of shares so issued, transferred or delivered by such number of
shares as the Corporation may deem appropriate in its sole discretion to comply
with such withholding. Notwithstanding any other provision of this Plan, the
Committee may impose such conditions on the payment of any withholding
obligations as may be required to satisfy applicable regulatory requirements,
including without limitation, those under the Exchange Act.
 
  h. Rights as a Stockholder
 
     A participant shall have the right to receive dividends on shares of Stock
subject to the Restricted Stock Award during the applicable Restricted Period,
to vote the Stock subject to the award and to enjoy all other stockholder
rights, except that the employee shall not be entitled to delivery of the stock
certificate until the applicable Restricted Period shall have lapsed (if at
all).
 
  i. Performance-Based Restricted Stock
 
     Awards of Performance-Based Restricted Stock are intended to qualify as
performance-based for the purposes of Section 162(m) of the Code. The Committee
shall provide that shares of Stock issued to a participant in connection with an
Award of Performance-Based Restricted Stock may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, except by will or
the laws of descent and distribution, for such period as the Committee shall
determine, beginning on the date on which the Award is granted (the 'Restricted
Period') and that the Restricted Period applicable to such Restricted Stock
shall lapse (if at all) only if certain preestablished objectives are attained.
Performance goals may be based on any of the following criteria: (i) earnings or
earnings per share, (ii) return on equity, (iii) return on assets, (iv)
revenues, (v) expenses, (vi) one or more operating ratios, (vii) stock price,
(viii) stockholder return, (ix) market share, (x) charge-offs, (xi) credit
quality, (xii) reductions in non-performing assets, (xiii) customer satisfaction
measures and (xiv) the accomplishment of mergers, acquisitions, dispositions or
similar extraordinary business transactions. The Committee shall establish one
or more objective performance goals for each such Award of Restricted Stock on
the date of grant. The performance goals selected in any case need not be
applicable across the Corporation, but may be particular to an individual's
function or business unit. The Committee shall determine whether such
performance goals are attained and such determination shall be final and
conclusive. In the event that the performance goals are not met, the Restricted
Stock shall be forfeited and transferred to, and reacquired by, the Corporation
at no cost to the Corporation.
 
     The Committee may impose such other restrictions and conditions (in
addition to the performance-based restrictions described above) on any Award of
shares of Performance-Based Restricted Stock as the Committee deems appropriate
and may waive any such additional restrictions and conditions, so long as such
waiver does not waive any restriction described in the previous paragraph.
Nothing herein shall limit the Committee's ability to reduce the amount payable
under an Award upon the attainment of the performance goal(s), provided,
however, that the Committee shall have no right under any circumstance to
increase the amount payable under, or waive compliance with, any applicable
performance goal(s).
 
  j. Non-employee Director Restricted Stock
 
     Awards of Non-employee Director Restricted Stock shall be made exclusively
to directors of the Corporation who are not employees of the Corporation or any
of its subsidiaries. The Committee shall provide that shares issued in
connection with an Award of Non-employee Director Restricted Stock may not be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of,
except by will or the laws of descent and distribution, until the earlier of (i)
the director's retirement as a director of the Corporation at or after the
retirement age specified in the Corporation's By-laws, (ii) the director's death
or total and permanent disability or (iii) the director's resignation from the
Board of Directors of the Corporation with the consent of such Board. Shares of
Non-employee Director Restricted Stock may be awarded only in lieu of cash
compensation that would otherwise have been payable to the
 
                                      7

director receiving such Award and such cash compensation shall be reduced by the
fair market value of the shares of Stock so awarded on the date of such Award.
 
     The Committee may impose such other restrictions and conditions (in
addition to the restrictions described above) on any Award of shares of
Non-employee Director Restricted Stock as the Committee deems appropriate and
may waive any such additional restrictions and conditions applicable to such
shares so long as such waiver does not waive any restriction described in the
preceding paragraph.
 
8. Amendment; Applicability to Outstanding Options
 
     The Committee may alter, amend or suspend the Plan at any time or alter and
amend Awards granted hereunder; provided, however, that no such amendment may,
without the consent of any participant to whom an Option shall theretofore have
been granted or to whom a Restricted Stock Award shall theretofore have been
issued, adversely affect the right of such participant under such Award. Unless
the Committee otherwise determines, any amendment to this Plan effected by the
1996 Amendment shall not apply to any Option outstanding on the date of
stockholder approval of the 1996 Amendment held by a participant subject to
Section 16(a) of the Exchange Act if the effect of such application would be to
cause the Option to be deemed to have been regranted for purposes of Rule 16b-3
under the Exchange Act, and provided, further, that no material amendment of the
Plan may, without stockholder approval thereof, become effective if such
approval is required for purposes of Rule 16b-3 under the Exchange Act.
 
9. Termination
 
     Options and Restricted Stock Awards may be granted pursuant to the Plan
from time to time within a period of ten years from January 15, 1992. The Board
of Directors may terminate the Plan at any time, and no Options shall be granted
nor Restricted Stock awarded thereafter. Such termination shall not affect the
validity of any Award then outstanding.
 
10. Legality of Grant
 
     The granting of any Award under this Plan and the issuance or transfer of
Options and shares of Stock pursuant hereto are subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
regulatory or government agency (including, without limitation, no-action
positions of the Securities and Exchange Commission) which may, in the opinion
of counsel for the Corporation, be necessary or advisable in connection
therewith. Without limiting the generality of the foregoing, no Awards may be
granted under this Plan and no Options or shares shall be issued by the
Corporation, nor cash payments made by the Corporation pursuant to or in
connection with any such Award unless and until in any such case all legal
requirements applicable to the issuance or payment have, in the opinion of
counsel for the Corporation, been complied with. In connection with any Option
or Stock issuance or transfer, the person acquiring the shares or the Option
shall, if requested by the Corporation, give assurance satisfactory to counsel
to the Corporation with respect to such matters as the Corporation may deem
desirable to assure compliance with all applicable legal requirements.
 
11. Effective Date
 
     The 1996 Amendment shall become effective upon the adoption thereof by the
affirmative vote of a majority of Stock, present in person or represented by
proxy, and entitled to vote thereon at the 1996 Annual Meeting of Stockholders
when a quorum is present.
 
                                      8