RADIAN GROUP INC
AMERIN CORPORATION LONG TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>7
<FILENAME>dex1017.txt
<DESCRIPTION>AMERIN CORPORATION LONG TERM INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.17

                               AMERIN CORPORATION

                       Second Amendment and Restatement of

                       1992 Long-Term Stock Incentive Plan

                           (as of September 24, 1998)

SECTION 1. Purpose. The purposes of this Amerin Corporation 1992 Long-Term Stock
Incentive Plan are to promote the interests of Amerin Corporation and its
stockholders by (i) attracting and retaining exceptional executive personnel and
other key employees of the Company and its Affiliates, as defined below; (ii)
motivating such employees by means of performance-related incentives to achieve
longer-range performance goals; and (iii) enabling such employees to participate
in the long-term growth and financial success of the Company.

SECTION 2. Definitions. As used in the Plan, the following terms shall have the
meanings set forth below:

"Affiliate" shall mean (i) any entity that, directly or indirectly, is
controlled by the Company and (ii) any entity in which the Company has a
significant equity interest, in either case as determined by the Committee.

"Award" shall mean any Option, Stock Appreciation Right, Restricted Stock Award,
Performance Award or Other Stock-Based Award.

"Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

"Board" shall mean the Board of Directors of the Company.

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

"Committee" shall mean any committee or subcommittee of the Board designated by
the Board to administer the Plan and composed solely of not less than the
minimum number of persons from time to time required by Rule 16b-3 and Section
162(m), each of whom, to the extent necessary to comply with Rule 16b-3 and
Section 162(m) only, is both a "non-employee director" within the meaning of
Rule 16b-3 and an "outside director" within the meaning of Section 162(m). In
its sole discretion, the Board may at any time and from time to time exercise
any and all rights and duties of the Committee under the Plan, except with
respect to matters which under Rule 16b-3 or Section 162(m) are required to be
determined in the sole discretion of the Committee.

"Company" shall mean Amerin Corporation, together with any successor thereto.

<PAGE>

"Employee" shall mean an employee or prospective employee of the Company or of
any Affiliate.

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

"Fair Market Value" shall mean the fair market value of the property or other
item being valued, as determined by the Committee in its sole discretion.

"Incentive Stock Option" shall mean a right to purchase Shares from the Company
that is granted under Section 6 of the Plan and that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.

"Non-Qualified Stock Option" shall mean a right to purchase Shares from the
Company that is granted under Section 6 of the Plan and that is not an Incentive
Stock Option.

"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

"Other Stock-Based Award" shall mean any right granted under Section 10 of the
Plan.

"Participant" shall mean any Employee selected by the Committee to receive an
Award under the Plan.

"Performance Award" shall mean any right granted under Section 9 of the Plan.

"Person" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.

"Plan" shall mean this Amerin Corporation 1992 Long-Term Stock Incentive Plan.

"Restricted Stock" shall mean any Share granted under Section 8 of the Plan.

"Restricted Stock Unit" shall mean any unit granted under Section 8 of the Plan.

"Rule 16b-3" shall mean Rule 16b-3 as promulgated and interpreted by the SEC
under the Exchange Act, or any successor rule or regulation thereto as in effect
from time to time.

"SEC" shall mean the Securities and Exchange Commission or any successor thereto
and shall include the Staff thereof.

"Section 162(m)" shall mean Section 162(m) of the Code and the regulations
thereunder, each as may be amended from time to time.

"Shares" shall mean the common shares of the Company, $.01 par value, or such
other securities of the Company as may be designated by the Committee from time
to time.

"Stock Appreciation Right" shall mean any right granted under Section 7 of the
Plan.

                                       2

<PAGE>

"Substitute Awards" shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines.

SECTION 3. Administration.

(a) The Plan shall be administered by the Committee. Subject to the terms of the
Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to an eligible Employee; (iii) determine the
number of Shares to be covered by, or with respect to which payments, rights, or
other matters are to be calculated in connection with, Awards; (iv) determine
the terms and conditions of any Award; (v) determine whether, to what extent,
and under what circumstances Awards may be settled or exercised in cash, Shares,
other securities, other Awards or other property, or canceled, forfeited, or
suspended and the method or methods by which Awards may be settled, exercised,
canceled, forfeited, or suspended; (vi) determine whether, to what extent, and
under what circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the holder thereof or of the
Committee; (vii) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (viii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan.

(b) Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, any Affiliate, any Participant, any holder or
beneficiary of any Award, any shareholder and any Employee.

SECTION 4. Shares Available for Awards.

(a) Shares Available. Subject to adjustment as provided in Section 4(b), the
number of Shares with respect to which Awards may be granted under the Plan
shall be 8,300,000, and the maximum number of Shares with respect to which
Awards may be granted under the Plan to any Participant shall be 5,125,000 with
respect to Awards granted before September 19, 1995 and 400,000 with respect to
Awards granted during any four-year period beginning on or after September 15,
1995. Except as otherwise required by Section 162(m), if, after the effective
date of the Plan, any Shares covered by an Award granted under the Plan, or to
which such an Award relates, are forfeited, or if an Award is settled for cash
or otherwise terminates or is canceled without the delivery of Shares, then the
Shares covered by such Award, or to which such Award relates, or the number of
Shares otherwise counted against the aggregate number of Shares with respect to
which Awards may be granted, to the extent of any such settlement, forfeiture,
termination or cancellation, shall again be, or shall become, Shares with
respect to which Awards may be granted. In the event that any Option or other
Award granted hereunder is exercised

                                       3

<PAGE>

through the delivery of Shares, the number of Shares available for Awards under
the Plan shall be increased by the number of Shares surrendered, to the extent
permissible under Rule 16b-3.

(b) Adjustments. In the event that the Committee determines that any dividend or
other distribution (whether in the form of cash, Shares, other securities, or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number of Shares or other
securities of the Company (or number and kind of other securities or property)
with respect to which Awards may be granted, (ii) the number of Shares or other
securities of the Company (or number and kind of other securities or property)
subject to outstanding Awards, and (iii) the grant or exercise price with
respect to any Award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, in each case, that with
respect to Awards of Incentive Stock Options no such adjustment shall be
authorized to the extent that such authority would cause the Plan to violate
Section 422(b)(1) of the Code, as from time to time amended.

(c) Substitute Awards. Any Shares underlying Substitute Awards shall not, except
in the case of Shares with respect to which Substitute Awards are granted to
Employees who are officers or directors of the Company for purposes of Section
16 of the Exchange Act or any successor section thereto, be counted against the
Shares available for Awards under the Plan.

(d) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to
an Award may consist, in whole or in part, of authorized and unissued Shares or
of treasury Shares.

SECTION 5. Eligibility. Any Employee, including any officer or employee-director
(or prospective officer or employee-director) of the Company or any Affiliate
shall be eligible to be designated a Participant.

SECTION 6. Stock Options.

(a) Grant. Subject to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the Employees to whom Options shall be
granted, the number of Shares to be covered by each Option, the option price
therefor and the conditions and limitations applicable to the exercise of the
Option. The Committee shall have the authority to grant Incentive Stock Options,
or to grant Non-Qualified Stock Options, or to grant both types of options. In
the case of Incentive Stock Options, the terms and conditions of such grants
shall be subject to and comply with such rules as may be prescribed by Section
422 of the Code, as from time to time amended, and any regulations implementing
such statute.

                                       4

<PAGE>

(b) Exercise Price. The Committee shall establish the exercise price at the time
each Option is granted, which price, except in the case of Options that are
Substitute Awards, shall not be less than 100% of the per Share Fair Market
Value on the date of grant.

(c) Exercise. Each Option shall be exercisable at such times and subject to such
terms and conditions as the Committee may, in its sole discretion, specify in
the applicable Award Agreement or thereafter. The Committee may impose such
conditions with respect to the exercise of Options, including without
limitation, any relating to the application of federal or state securities laws,
as it may deem necessary or advisable.

(d) Payment. No Shares shall be delivered pursuant to any exercise of an Option
until payment in full of the option price therefor is received by the Company.
Such payment shall be made in cash, or its equivalent; provided, however, that
the Committee may in its sole discretion (i) allow a delay in payment up to
thirty (30) days from the date the Option, or portion thereof, is exercised;
(ii) allow payment, in whole or in part, by exchanging Shares owned by the
optionee (which are not the subject of any pledge or other security interest);
(iii) allow payment, in whole or in part, by the surrender of Shares then
issuable upon exercise of the Option; (iv) allow payment, in whole or in part,
by the delivery of a notice that the Participant has placed a market sell order
with a broker with respect to the Shares then issuable upon exercise of the
Option, and that the broker has been directed to pay a sufficient portion of the
net proceeds of the sale to the Company in satisfaction of the Option exercise
price, provided that payment of such proceeds is then made to the Company upon
settlement of such sale; (v) allow payment, in whole or in part, by the delivery
of property of any kind which constitutes good and valuable consideration; (vi)
allow payment, in whole or in part, by the delivery of a full recourse
promissory note bearing interest (at no less than such rate as shall then
preclude the imputation of interest under the Code) and payable upon such terms
as may be prescribed by the Committee; or (vii) allow payment by any combination
of cash and cash equivalents and the foregoing subparagraphs (ii), (iii), (iv),
(v) and (vi) so long as the combined value of all such payments is at least
equal to the applicable option price. In the case of a promissory note, the
Committee may also prescribe the form of such note and the security, if any, to
be given for such note. The Option may not be exercised, however, by delivery of
a promissory note or by a loan from the Company when or where such loan or other
extension of credit is prohibited by law.

SECTION 7. Stock Appreciation Rights.

(a) Grant. Subject to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the Employees to whom Stock Appreciation
Rights shall be granted, the number of Shares to be covered by each Stock
Appreciation Right Award, the grant price thereof and the conditions and
limitations applicable to the exercise thereof. Stock Appreciation Rights may be
granted in tandem with another Award, in addition to another Award, or
freestanding and unrelated to another Award. Stock Appreciation Rights granted
in tandem with or in addition to an Award may be granted either at the same time
as the Award or at a later time. Except for Stock Appreciation Rights which are
Substitute Awards, Stock Appreciation Rights shall have an exercise price of not
less than 100% of the Fair Market Value of the Shares on the date of grant or,
in the case of a Stock Appreciation Right granted in tandem with or in addition
to another Award, at the time of grant of such related Award.

                                       5

<PAGE>

(b) Exercise and Payment. A Stock Appreciation Right shall entitle the
Participant to receive an amount equal to the excess of the Fair Market Value of
a Share on the date of exercise of the Stock Appreciation Right over the grant
price thereof. The Committee shall determine whether a Stock Appreciation Right
shall be settled in cash, Shares or a combination of cash and Shares.

(c) Other Terms and Conditions. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine, at or after the grant
of a Stock Appreciation Right, the term, methods of exercise, methods and form
of settlement, and any other terms and conditions of any Stock Appreciation
Right. Any such determination by the Committee may be changed by the Committee
from time to time and may govern the exercise of Stock Appreciation Rights
granted or exercised prior to such determination as well as Stock Appreciation
Rights granted or exercised thereafter. The Committee may impose such conditions
or restrictions on the exercise of any Stock Appreciation Right as it shall deem
appropriate.

SECTION 8. Restricted Stock and Restricted Stock Units.

(a) Grant. Subject to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the Employees to whom Shares of Restricted
Stock and Restricted Stock Units shall be granted, the number of Shares of
Restricted Stock and/or the number of Restricted Stock Units to be granted to
each Participant, the duration of the period during which, and the conditions
under which, the Restricted Stock and Restricted Stock Units may be forfeited to
the Company, and the other terms and conditions of such Awards.

(b) Transfer Restrictions. Shares of Restricted Stock and Restricted Stock Units
may not be sold, assigned, transferred, pledged or otherwise encumbered, except,
in the case of Restricted Stock, as provided in the Plan or the applicable Award
Agreements. Certificates issued in respect of Shares of Restricted Stock shall
be registered in the name of the Participant and deposited by such Participant,
together with a stock power endorsed in blank, with the Company. Upon the lapse
of the restrictions applicable to such Shares of Restricted Stock, the Company
shall deliver such certificates to the Participant or the Participant's legal
representative.

(c) Payment. Each Restricted Stock Unit shall have a value equal to the Fair
Market Value of a Share. Restricted Stock Units shall be paid in cash, Shares,
other securities or other property, as determined in the sole discretion of the
Committee, upon the lapse of the restrictions applicable thereto, or otherwise
in accordance with the applicable Award Agreement. Dividends paid on any Shares
of Restricted Stock may be paid directly to the Participant, or may be
reinvested in additional Shares of Restricted Stock or in additional Restricted
Stock Units, as determined by the Committee in its sole discretion.

SECTION 9. Performance Awards.

(a) Grant. The Committee shall have sole and complete authority to determine the
Employees who shall receive a "Performance Award", which shall consist of a
right which is (i) denominated in cash or Shares, (ii) valued, as determined by
the Committee, in accordance with the achievement of such performance goals
during such performance periods as the

                                       6

<PAGE>

Committee shall establish, and (iii) payable at such time and in such form as
the Committee shall determine.

(b) Terms and Conditions. Subject to the terms of the Plan and any applicable
Award Agreement, the Committee shall determine the performance goals to be
achieved during any performance period, the length of any performance period,
the amount of any Performance Award and the amount and kind of any payment or
transfer to be made pursuant to any Performance Award.

(c) Payment of Performance Awards. Performance Awards may be paid in a lump sum
or in installments following the close of the performance period or, in
accordance with procedures established by the Committee, on a deferred basis.

SECTION 10. Other Stock-Based Awards.

(a) General. The Committee shall have authority to grant to eligible Employees
an "Other Stock-Based Award", which shall consist of any right which is (i) not
an Award described in Sections 6 through 9 above and (ii) an Award of Shares or
an Award denominated or payable in, valued in whole or in part by reference to,
or otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as deemed by the Committee to be consistent
with the purposes of the Plan; provided that any such rights must comply, to the
extent deemed desirable by the Committee, with Rule 16b-3 and applicable law.
Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the terms and conditions of any such Other Stock-Based
Award. Except in the case of an Other Stock-Based Award that is a Substitute
Award, the price at which securities may be purchased pursuant to any Other
Stock-Based Award granted under this Plan, or the provision, if any, of any such
Award that is analogous to the purchase or exercise price, shall not be less
than 100% of the Fair Market Value of the securities to which such Award relates
on the date of grant.

(b) Dividend Equivalents. In the sole and complete discretion of the Committee,
an Award, whether made as an Other Stock-Based Award under this Section 10 or as
an Award granted pursuant to Sections 6 through 9 hereof, may provide the
Participant with dividends or dividend equivalents, payable in cash, Shares,
other securities or other property on a current or deferred basis.

SECTION 11. Amendment and Termination.

(a) Amendments to the Plan. The Board may amend, alter, suspend, discontinue, or
terminate the Plan or any portion thereof at any time; provided that no such
amendment, alteration, suspension, discontinuation or termination shall be made
without shareholder approval if such approval is necessary to comply with any
tax or regulatory requirement, including for these purposes any approval
requirement which is a prerequisite for exemptive relief from Section 16(b) of
the Exchange Act. Notwithstanding anything to the contrary herein, the Committee
may amend the Plan in such manner as may be necessary so as to have the Plan
conform with local rules and regulations in any jurisdiction outside the United
States.

                                       7

<PAGE>

(b) Amendments to Awards. The Committee may waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or terminate,
any Award theretofore granted, prospectively or retroactively; provided that any
such waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would impair the rights of any Participant or any holder or
beneficiary of any Award theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary.

(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
Events. The Committee is hereby authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4(b) hereof) affecting the Company, any Affiliate, or the financial
statements of the Company or any Affiliate, or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan.

(d) Cancellation. Any provision of this Plan or any Award Agreement to the
contrary notwithstanding, the Committee may cause any Award granted hereunder to
be canceled in consideration of a cash payment or alternative Award made to the
holder of such canceled Award equal in value to the Fair Market Value of such
canceled Award.

SECTION 12. General Provisions.

(a)  Nontransferability.

     (i) Except as otherwise provided by Section 12(a)(iii), each Award, and
     each right under any Award, shall be exercisable only by the Participant
     during the Participant's lifetime, or, if permissible under applicable law,
     by the Participant's guardian or legal representative or by a transferee
     receiving such Award pursuant to a qualified domestic relations order
     ("QDRO"), as determined by the Committee.

     (ii) Except as otherwise provided by Section 12(a)(iii), no Award that
     constitutes a "derivative security" for purposes of Section 16 of the
     Exchange Act may be assigned, alienated, pledged, attached, sold or
     otherwise transferred or encumbered by a Participant otherwise than by will
     or by the laws of descent and distribution or pursuant to a QDRO, and any
     such purported assignment, alienation, pledge, attachment, sale, transfer
     or encumbrance shall be void and unenforceable against the Company or any
     Affiliate; provided that the designation of a beneficiary shall not
     constitute an assignment, alienation, pledge, attachment, sale, transfer or
     encumbrance.

     (iii) Notwithstanding the foregoing provisions of this Section 12(a), the
     Committee, in its sole discretion, may determine to grant to any
     Participant an Award, or modify any existing Award, such that the Award, by
     its terms as set forth in the applicable Award Agreement, may be
     transferred by the Participant, in writing and with prior written notice to
     the Committee, by gift, without the receipt of any consideration, to a
     member of the Participant's immediate family, as defined in Rule 16a-1
     under the Exchange Act, or to a

                                       8

<PAGE>

     trust for the exclusive benefit of, or any other entity owned solely by,
     such members, provided, that an Award that has been so transferred shall
     continue to be subject to all of the terms and conditions of the Award as
     applicable to the original Participant, and that the Committee may, in its
     sole discretion, condition the transfer, exercise, lapse of restrictions or
     payment with respect to such Award upon the receipt by the Committee from
     the transferee of any additional documents requested by the Committee in
     connection with the transfer, exercise, lapse of restrictions or payment,
     including, without limitation, legal opinions and documents to evidence the
     transfer, exercise, lapse of restrictions or payment and to satisfy any
     requirements for an exemption under applicable federal and state securities
     laws.

(b) No Rights to Awards. No Employee, Participant or other Person shall have any
claim to be granted any Award, and there is no obligation for uniformity of
treatment of Employees, Participants, or holders or beneficiaries of Awards. The
terms and conditions of Awards need not be the same with respect to each
recipient.

(c) Share Certificates. All certificates for Shares or other securities of the
Company or any Affiliate delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such Shares or other securities are then listed,
and any applicable Federal or state laws, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate reference to
such restrictions.

(d) Delegation. Subject to the terms of the Plan and applicable law, the
Committee may delegate to one or more officers or managers of the Company or any
Affiliate, or to a committee of such officers or managers, the authority,
subject to such terms and limitations as the Committee shall determine, to grant
Awards to, or to cancel, modify or waive rights with respect to, or to alter,
discontinue, suspend, or terminate Awards held by, Employees who (i) are not
officers or directors of the Company for purposes of Section 16 of the Exchange
Act, or any successor section thereto, or who are otherwise not subject to such
Section 16, and (ii) are not "covered employees" within the meaning of Section
162(m), or any successor section thereto, or who are otherwise not subject to
Section 162(m).

(e) Withholding. A participant may be required to pay to the Company or any
Affiliate and the Company or any Affiliate shall have the right and is hereby
authorized to withhold from any Award, from any payment due or transfer made
under any Award or under the Plan or from any compensation or other amount owing
to a Participant the amount (in cash, Shares, other securities, other Awards or
other property) of any applicable withholding taxes in respect of an Award, its
exercise, or any payment or transfer under an Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company to
satisfy all obligations for the payment of such taxes. The Committee may provide
for additional cash payments to holders of Awards to defray or offset any tax
arising from the grant, vesting, exercise or payments of any Award.

                                       9

<PAGE>

(f) Award Agreements. Each Award hereunder shall be evidenced by an Award
Agreement which shall be delivered to the Participant and shall specify the
terms and conditions of the Award and any rules applicable thereto, including
but not limited to the effect on such Award of the death, retirement or other
termination of employment of a Participant and the effect, if any, of a change
in control of the Company.

(g) No Limit on Other Compensation Arrangements. Nothing contained in the Plan
shall prevent the Company or any Affiliate from adopting or continuing in effect
other compensation arrangements, which may, but need not, provide for the grant
of options, restricted stock, Shares and other types of Awards provided for
hereunder (subject to shareholder approval if such approval is required), and
such arrangements may be either generally applicable or applicable only in
specific cases.

(h) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(i) No Rights as Stockholder. Subject to the provisions of the applicable Award,
no Participant or holder or beneficiary of any Award shall have any rights as a
stockholder with respect to any Shares to be distributed under the Plan until he
or she has become the holder of such Shares. Notwithstanding the foregoing, in
connection with each grant of Restricted Stock hereunder, the applicable Award
shall specify if and to what extent the Participant shall not be entitled to the
rights of a stockholder in respect of such Restricted Stock.

(j) Governing Law. The validity, construction, and effect of the Plan and any
rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of Illinois.

(k) Severability. If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any
Person or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform the applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person or Award and the remainder of the Plan and any such Award
shall remain in full force and effect.

(l) Other Laws. The Committee may refuse to issue or transfer any Shares or
other consideration under an Award if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary. Without limiting the generality of
the foregoing, no Award granted hereunder shall

                                       10

<PAGE>

be construed as an offer to sell securities of the Company, and no such offer
shall be outstanding, unless and until the Committee in its sole discretion has
determined that any such offer, if made, would be in compliance with all
applicable requirements of the U.S. federal securities laws.

(m) No Trust or Fund Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.

(n) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares or whether such fractional Shares or any rights thereto
shall be canceled, terminated, or otherwise eliminated.

(o) Headings. Headings are given to the Sections and subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

SECTION 13. Term of the Plan.

(a) Effective Date. The Plan shall be effective as of the date of its approval
by the shareholders of the Company.

(b) Expiration Date. No Award shall be granted under the Plan after December 31,
2005. Unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award granted hereunder may, and the authority of the Board or
the Committee to amend, alter, adjust, suspend, discontinue, or terminate any
such Award or to waive any conditions or rights under any such Award shall,
continue after December 31, 2005.

                                       11

</TEXT>
</DOCUMENT>
