PMA CAPITAL CORP
EXHIBIT 10.19
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<FILENAME>exhibit10-19.htm
<DESCRIPTION>EXHIBIT 10.19
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  <TITLE>Exhibit 10.19</TITLE>
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<P ALIGN="RIGHT">Exhibit 10.19 </P>

<P ALIGN="CENTER">PENNSYLVANIA MANUFACTURERS CORPORATION </P>

<P ALIGN="CENTER">1995 EQUITY INCENTIVE PLAN </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. Purpose. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purpose of the
Pennsylvania Manufacturers Corporation 1995 Equity Incentive Plan (the &#147;Plan&#148;)
is to enhance the ability of Pennsylvania Manufacturers Corporation (the &#147;Company&#148;)
and any subsidiaries to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to such personnel and to
promote the success of the Company. To accomplish these purposes, the Plan provides a
means whereby employees of the Company and its subsidiaries may receive stock options to
purchase the Company&#146;s Class A Common Stock (&#147;Options&#148;).  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. Administration. </P>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Composition
of the Committee. The Plan shall be administered by a committee of at least two
directors (the &#147;Committee&#148;) appointed by the Company&#146;s Board of
Directors. No member of the Committee shall have been, or shall be, granted
Options under the Plan, or options or other awards under any other plan of the
Company or any of its affiliates, in the year preceding his appointment or while
serving on the Committee, except for participation in any plan in which
participation would be permitted in accordance with the applicable rules of the
Securities and Exchange Commission relating to disinterested administration
under the Securities Exchange Act of 1934 (the &#147;Exchange Act&#148;).
Subject to the foregoing, from time to time the Board of Directors may increase
the size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies, however caused, or remove all members of the Committee and thereafter
directly administer the Plan. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Authority of the
Committee. The Committee shall have full and final authority, in its sole discretion, to
interpret the provisions of the Plan and to decide all questions of fact arising in its
application; to determine the employees to whom awards shall be made and the amount, size
and terms of each such award; to determine the time when awards shall be granted; and to
make all other determinations necessary or advisable for the administration of the Plan.
All decisions, determinations and interpretations of the Committee shall be final and
binding on all optionees and all other holders of Options granted under the Plan.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. Stock Subject to the
Plan. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to Section 16
hereof, the shares that may be issued under the Plan shall not exceed in the aggregate
750,000 shares of Class A Common Stock of the Company (the &#147;Class A Stock&#148;).
Such shares may be authorized and unissued shares or shares issued and subsequently
reacquired by the Company. Except as otherwise provided herein, any shares subject to an
Option that for any reason expires or is terminated unexercised as to such shares shall
again be available under the Plan.  </P>

<P ALIGN="CENTER">-1- </P>
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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4. Eligibility To Receive
Options. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Persons eligible to
receive stock options under the Plan shall be limited to those officers and other
employees of the Company and any subsidiary (as defined in Section 425 of the Internal
Revenue Code of 1986 (the &#147;Code&#148;) or any amendment or substitute thereto), who
may also be directors, who are in positions in which their decisions, actions and counsel
significantly impact upon the profitability and success of the Company and/or a
subsidiary. Directors of the Company who are not also officers or employees of the
Company or any subsidiary shall not be eligible to participate in the Plan.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5. Types of Options. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Grants may be made at any
time and from time to time by the Committee in the form of stock options to purchase
shares of Class A Stock. Options granted hereunder may be Options that are intended to
qualify as incentive stock options within the meaning of Section 422 of the Code or any
amendment or substitute thereto (&#147;Incentive Stock Options&#148;) or Options that are
not intended to so qualify (&#147;Nonqualified Stock Options&#148;).  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6. Stock Options. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Options for the purchase
of Class A Stock shall be evidenced by written agreements in such form not inconsistent
with the Plan as the Committee shall approve from time to time. The Options granted
hereunder may be evidenced by a single agreement or by multiple agreements, as determined
by the Committee in its sole discretion. Each Option agreement shall contain in substance
the following terms and conditions:  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Type of Option. Each
Option agreement shall identify the Options represented thereby as Incentive Stock
Options or Nonqualified Stock Options, as the case may be.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Option Price. Each
Option agreement shall set forth the purchase price of the Class A Stock purchasable upon
the exercise of the Option evidenced thereby. Subject to the limitation set forth in
Section 6(d)(ii), the purchase price of the Class A Stock subject to an Incentive Stock
Option shall be not less than 100% of the fair market value of such stock on the date the
Option is granted, as determined by the Committee, but in no event less than the par
value of such stock. The purchase price of the Class A Stock subject to a Nonqualified
Stock Option shall be not less than 85% of the fair market value of such stock on the
date the Option is granted, as determined by the Committee. For this purpose, fair market
value on any date shall mean the closing price of the Class A Stock, as reported in The
Wall Street Journal (or if not so reported, as otherwise reported by the National
Association of Securities Dealers Automated Quotation (&#147;NASDAQ&#148;) System), or if
the Class A Stock is not reported by NASDAQ, the fair market value shall be as determined
by the Committee pursuant to Section 422 of the Code.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Exercise Term. Each
Option agreement shall state the period or periods of time within which the Option may be
exercised, in whole or in part, which shall be such a period or </P>


<P ALIGN="CENTER">-2- </P>

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<P ALIGN="LEFT">periods of time as may be determined by the Committee, provided that no
Option shall be exercisable after ten years from the date of grant thereof. The Committee
shall have the power to permit an acceleration of previously established exercise terms,
subject to the requirements set forth herein, upon such circumstances and subject to such
terms and conditions as the Committee deems appropriate.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Incentive Stock
Options. In the case of an Incentive Stock Option, each Option agreement shall contain
such other terms, conditions and provisions as the Committee determines necessary or
desirable in order to qualify such Option as a tax-favored Option (within the meaning of
Section 422 of the Code or any amendment or substitute thereto or regulation thereunder)
including without limitation, each of the following, except that any of these provisions
may be omitted or modified if it is no longer required in order to have an Option qualify
as a tax-favored Option within the meaning of Section 422 of the Code or any substitute
therefor:  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
The aggregate fair market value (determined as of the date the Option is granted) of the
Class A Stock with respect to which Incentive Stock Options are first exercisable by any
employee during any calendar year (under all plans of the Company) shall not exceed
$100,000.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
No Incentive Stock Options shall be granted to any employee if at the time the Option is
granted such employee owns stock possessing more than ten percent of the total combined
voting power of all classes of stock of the Company or its parent or its subsidiaries
unless at the time such Option is granted the Option price is at least 110% of the fair
market value of the stock subject to the Option and, by its terms, the Option is not
exercisable after the expiration of five years from the date of grant.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
No Incentive Stock Options shall be exercisable more than three months (or one year, in
the case of an employee who dies or becomes disabled within the meaning of Section
72(m)(7) of the Code or any substitute therefor) after termination of employment.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Substitution of
Options. Options may be granted under the Plan from time to time in substitution for
stock options held by employees of other corporations who are about to become, and who do
concurrently with the grant of such options become, employees of the Company or a
subsidiary as a result of a merger or consolidation of the employing corporation with the
Company or a subsidiary, or the acquisition by the Company or a subsidiary of the assets
of the employing corporation, or the acquisition by the Company or a subsidiary of stock
of the subsidiary. The terms and conditions of the substitute options so granted may vary
from the terms and conditions set forth in this Section 6 to such extent as the Committee
at the time of grant may deem appropriate to conform, in whole or in part, to the
provisions of the stock options in substitution for which they are granted.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7. Date of Grant. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The date on which an
Option shall be deemed to have been granted under the Plan shall be the date of the
Committee&#146;s authorization of the Option or such later date as may be determined  </P>

<P ALIGN="CENTER">-3- </P>

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<P ALIGN="LEFT">by the Committee at the time the Option is authorized. Notice of the
determination shall be given to each individual to whom an Option is so granted within a
reasonable time after the date of such grant.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8. Exercise and Payment
for Shares. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Options may be exercised
in whole or in part, from time to time, by giving written notice of exercise to the
Secretary of the Company, specifying the number of shares to be purchased. The purchase
price of the shares with respect to which an Option is exercised shall be payable in full
with the notice of exercise in cash, Class A Stock at fair market value, or a combination
thereof, as the Committee may determine from time to time and subject to such terms and
conditions as may be prescribed by the Committee for such purpose.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9. Rights upon
Termination of Employment. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event that an
optionee ceases to be an employee of the Company or any subsidiary for any reason other
than death, retirement, as hereinafter defined, or disability (within the meaning of
Section 72(m)(7) of the Code or any substitute therefor), the optionee shall have the
right to exercise the Option during its term within a period of three months after such
termination to the extent that the Option was exercisable at the time of termination, or
within such other period, and subject to such terms and conditions, as may be specified
by the Committee. In the event that an optionee dies, retires or becomes disabled prior
to the expiration of his Option and without having fully exercised his Option, the
optionee or his successor shall have the right to exercise the Option during its term
within a period of one year after termination of employment due to death, retirement or
disability to the extent that the Option was exercisable at the time of termination, or
within such other period, and subject to such terms and conditions, as may be specified
by the Committee. As used in this Section 9, &#147;retirement&#148;means a termination of
employment by reason of an optionee&#146;s retirement at or after his earliest
permissible retirement date pursuant to and in accordance with his employer&#146;s
regular retirement plan or personnel practices. Notwithstanding the provisions of Section
6(d)(iii) hereof, an Incentive Stock Option may be exercised more than three months after
termination of employment due to retirement, as provided in this Section 9, but in that
event, the Option shall lose its status as an Incentive Stock Option and shall be treated
as a Nonqualified Stock Option.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10. General Restrictions. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Option granted under
the Plan shall be subject to the requirement that if at any time the Committee shall
determine that (i) the listing, registration or qualification of the shares of Class A
Stock subject or related thereto upon any securities exchange or under any state or
federal law, or (ii) the consent or approval of any government regulatory body, or (iii)
an agreement by the recipient of an Option with respect to the disposition of shares of
Class A Stock is necessary or desirable as a condition of or in connection with the
granting of such Option or the issuance or purchase of shares of Class A Stock
thereunder, such Option shall not be consummated in whole or in part unless such listing,
registration, qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.  </P>

<P ALIGN="CENTER">-4- </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11. Rights of a
Shareholder. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The recipient of any
Option under the Plan, unless otherwise provided by the Plan, shall have no rights as a
shareholder unless and until a certificate for shares of Class A Stock is issued and
delivered to him.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12. Right to Terminate
Employment. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing contained in the
Plan or in any agreement entered into pursuant to the Plan shall confer upon any optionee
the right to continue in the employment of the Company or any subsidiary or affect any
right that the Company or any subsidiary may have to terminate the employment of such
optionee.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13. Withholding. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whenever the Company
proposes or is required to issue or transfer shares of Class A Stock under the Plan, the
Company shall have the right to require the recipient to remit to the Company an amount
sufficient to satisfy any federal, state or local withholding tax requirements prior to
the delivery of any certificate for such shares. If and to the extent authorized by the
Committee, in its sole discretion, an optionee may make an election, by means of a form
of election to be prescribed by the Committee, to have shares of Class A Stock that are
acquired upon exercise of an Option withheld by the Company or to tender other shares of
Class A Stock or other securities of the Company owned by the optionee to the Company at
the time of exercise of an Option to pay the amount of tax that would otherwise be
required by law to be withheld by the Company as a result of any exercise of an Option.
Any such election shall be irrevocable and shall be subject to the disapproval of the
Committee at any time. Any securities so withheld or tendered will be valued by the
Committee as of the date of exercise.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14. Non-Assignability. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No Option under the Plan
shall be assignable or transferable by the recipient thereof except by will or by the
laws of descent and distribution or by such other means as the Committee may approve,
unless such means would be prohibited by Rule 16b-3 under the Exchange Act. During the
life of the recipient such Option shall be exercisable only by such person or by such
person&#146;s guardian or legal representative.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15. Non-Uniform
Determinations. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee&#146;s
determinations under the Plan (including without limitation determinations of the persons
to receive Options, the form, amount and timing of such grants, the terms and provisions
of Options, and the agreements evidencing same) need not be uniform and may be made
selectively among persons who receive, or are eligible to receive, grants of Options
under the Plan whether or not such persons are similarly situated.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16. Adjustments. </P>

<P ALIGN="CENTER">-5- </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Changes in
Capitalization. Subject to any required action by the shareholders of the Company, the
number of shares of Class A Stock covered by each outstanding Option and the number of
shares of Class A Stock that have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as the price per share of Class A Stock
covered by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Class A Stock resulting from a
stock split, reverse stock split, stock dividend, combination or reclassification of the
Class A Stock, or any other increase or decrease in the number of issued shares of Class
A Stock effected without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to have been
&#147;effected without receipt of consideration.&#148;Such adjustment shall be made by
the Committee, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Class A Stock subject to an Option.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Dissolution or
Liquidation. In the event of the proposed dissolution or liquidation of the Company, all
outstanding Options will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Committee. The Committee may, in the exercise of
its sole discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Committee and give each Option holder the right to exercise his Option
as to all or any part of the shares of Class A Stock covered by the Option, including
shares as to which the Option would not otherwise be exercisable.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Sale or Merger. In
the event of a proposed sale of all or substantially all of the assets of the Company, or
the merger of the Company with or into another corporation, the Committee, in the
exercise of its sole discretion, may take such action as it deems desirable, including,
but, not limited to: (i) causing an Option to be assumed or an equivalent option to be
substituted by such successor corporation or a parent or subsidiary of such successor
corporation, (ii) providing that each Option holder shall have the right to exercise his
Option as to all of the shares of Class A Stock covered by the Option, including shares
as to which the Option would not otherwise be exercisable, or (iii) declare that an
Option shall terminate at a date fixed by the Committee provided that the Option holder
is given notice and opportunity prior to such date to exercise that portion of his Option
that is currently exercisable.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17. Amendment. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee may
terminate or amend the Plan at any time, except that without shareholder approval the
Committee may not (i) materially increase the maximum number of shares that may be issued
under the Plan (other than increases pursuant to Section 16 hereof), (ii) materially
increase the benefits accruing to participants under the Plan or (iii) materially modify
the requirements as to eligibility for participation in the Plan. The termination or any
modification or amendment of the Plan shall not, without the consent of a participant,
affect his rights under an Option previously granted.  </P>

<P ALIGN="CENTER">-6- </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18. Conditions upon
Issuance of Shares. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Compliance with
Securities Laws. Shares of the Company&#146;s Class A Stock shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance and
delivery of such shares pursuant thereto shall comply with all relevant provisions of
law, including, without limitation, the Securities Act of 1933, as amended, the Exchange
Act, the rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the Class A Stock of the Company may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Investment
Representations. As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such exercise
that the shares of Class A Stock are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of counsel for the
Company, such representation is required by any of the aforementioned relevant provisions
of law.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19. Reservation of Shares. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company, during the
term of the Plan, will at all times reserve and keep available such number of shares as
shall be sufficient to satisfy the requirements of the Plan. Inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority is deemed
by the Company&#146;s counsel to be necessary to the lawful issuance and sale of any
shares hereunder, shall relieve the Company of any liability in respect of the failure to
issue or sell such shares as to which such requisite authority shall not have been
obtained.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20. Effect on Other Plans. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Participation in the Plan
shall not affect an employee&#146;s eligibility to participate in any other benefit or
incentive plan of the Company or any subsidiary. Any Options granted pursuant to the Plan
shall not be used in determining the benefits provided under any other plan of the
Company or any subsidiary unless specifically provided.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21. Duration of the Plan. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall remain in
effect until all Options granted under the Plan have been satisfied by the issuance of
shares, but no Option shall be granted more than ten years after the earlier of the date
the Plan is adopted by the Company&#146;s Board of Directors or is approved by the Company&#146;s
shareholders.  </P>

<P ALIGN="CENTER">-7- </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22. Forfeiture for
Dishonesty. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding anything
to the contrary in the Plan, if the Committee finds, by a majority vote, after full
consideration of the facts presented on behalf of both the Company and any optionee, that
the optionee has been engaged in fraud, embezzlement, theft, commission of a felony or
dishonest conduct in the course of his employment or retention by the Company or any
subsidiary that damaged the Company or any subsidiary or that the optionee has disclosed
trade secrets of the Company or any subsidiary, the optionee shall forfeit all
unexercised Options and all exercised Options with respect to which the Company has not
yet delivered the certificates. The decision of the Committee in interpreting and
applying the provisions of this Section 22 shall be final. No decision of the Committee,
however, shall affect the finality of the discharge or termination of such optionee by
the Company or any subsidiary in any manner.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;23. No Prohibition on
Corporate Action. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No provision of the Plan
shall be construed to prevent the Company or any officer or director thereof from taking
any corporate action deemed by the Company or such officer or director to be appropriate
or in the Company&#146;s best interest, whether or not such action could have an adverse
effect on the Plan or any Options granted hereunder, and no optionee or optionee&#146;s
estate, personal representative or beneficiary shall have any claim against the Company
or any officer or director thereof as a result of the taking of such action.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;24. Indemnification. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With respect to the
administration of the Plan, the Company shall indemnify each present and future member of
the Committee and the Board of Directors against, and each member of the Committee and
the Board of Directors shall be entitled without further action on his part to indemnity
from the Company for all expenses (including the amount of judgments and the amount of
approved settlements made with a view to the curtailment of costs of litigation, other
than amounts paid to the Company itself) reasonably incurred by him in connection with or
arising out of, any action, suit or proceeding in which he may be involved by reason of
his being or having been a member of the Committee and the Board of Directors, whether or
not he continues to be such member at the time of incurring such expenses; provided,
however, that such indemnity shall not include any expenses incurred by any such member
of the Committee and the Board of Directors (i) in respect of matters as to which he
shall be finally adjudged in any such action, suit or proceeding to have been guilty of
gross negligence or willful misconduct in the performance of his duty as such member of
the Committee or the Board of Directors; or (ii) in respect of any matter in which any
settlement is effected for an amount in excess of the amount approved by the Company on
the advice of its legal counsel; and provided further that no right of indemnification
under the provisions set forth herein shall be available to or enforceable by any such
member of the Committee and the Board of Directors unless, within 60 days after
institution of any such action, suit or proceeding, he shall have offered the Company in
writing the opportunity to handle and defend same at its own expense. The foregoing right
of indemnification shall inure to the benefit of the heirs, executors or administrators
of each such member of the Committee  </P>

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<P ALIGN="LEFT">and the Board of Directors and shall be in addition to all other rights
to which such member may be entitled as a matter of law, contract or otherwise.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;25. Miscellaneous
Provisions. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Compliance with Plan
Provisions. No optionee or other person shall have any right with respect to the Plan,
the Class A Stock reserved for issuance under the Plan or any Option until a written
Option agreement shall have been executed by the Company and the optionee and all the
terms, conditions and provisions of the Plan and the Option applicable to such optionee
(and each person claiming under or through him) have been met.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Approval of Counsel.
In the discretion of the Committee, no shares of Class A Stock, other securities or
property of the Company, or other forms of payment shall be issued hereunder with respect
to any Option unless counsel for the Company shall be satisfied that such issuance will
be in compliance with applicable federal, state, local and foreign legal, securities
exchange and other applicable requirements.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Compliance with Rule
16b-3. To the extent that Rule 16b-3 under the Exchange Act shall apply to Options
granted under the Plan, it is the intent of the Company that the Plan comply in all
respects with the requirements of Rule 16b-3, that any ambiguities or inconsistencies in
construction of the Plan be interpreted to give effect to such intention and that if the
Plan shall not so comply, whether on the date of adoption or by reason of any later
amendment to or interpretation of Rule 16b-3, the provisions of the Plan shall be deemed
to be automatically amended so as to bring them into full compliance with such rule.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Unfunded Plan. The
Plan shall be unfunded. The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets under the Plan. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Effects of Acceptance
of Option. By accepting any Option or other benefit under the Plan, each optionee and
each person claiming under or through him shall be conclusively deemed to have indicated
his acceptance and ratification of, and consent to, any action taken under the Plan by
the Company, the Board of Directors and/or the Committee or its delegates.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) Construction. The
masculine pronoun shall include the feminine and neuter, and the singular shall include
the plural, where the context so indicates.  </P>

<P ALIGN="CENTER">-9- </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;26. Shareholder Approval. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The exercise of any
Option granted under the Plan shall be subject to the approval of the Plan by the
affirmative vote of the holders of a majority of the votes present or represented, and
entitled to be cast, at a duly held meeting of the shareholders of the Company.  </P>

<P ALIGN="LEFT">Date of Adoption by Board of Directors - February 28, 1995.  </P>

<P ALIGN="LEFT">Date of Approval by Shareholders - April 24, 1995.  </P>

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