FLAG FINANCIAL CORP
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>6
<FILENAME>0006.txt
<TEXT>

                                                                   Exhibit 10.17

                           FLAG FINANCIAL CORPORATION

                       1994 EMPLOYEES STOCK INCENTIVE PLAN
                (As amended and restated through March 30, 1998)


                                    ARTICLE 1
                                     Purpose

     1.1     General Purpose.  The purpose of this Plan is to further the growth
             ---------------
and  development of the Company by encouraging employees to obtain a proprietary
interest  in the Company by owning its stock.  The Company intends that the Plan
will  provide  such persons with an added incentive to continue in the employ of
the Company and will stimulate their efforts in promoting the growth, efficiency
and  profitability  of the Company.  The Company also intends that the Plan will
afford  the  Company a means of attracting persons of outstanding quality to its
service  and  to  service  with  subsidiary  corporations  of  the  Company.

     1.2     Intended  Tax Effects of Stock Rights.  It is intended that part of
             -------------------------------------
the  Plan  qualify as an ISO plan and that any option granted in accordance with
such  portion  of  the  Plan  qualify  as an ISO, all within the meaning of Code
Sec.422.  The  tax  effects  of  any  NQSO or Restricted Stock granted hereunder
should  be  determined  under  Code  Sec.83.

                                    ARTICLE 2
                                  Definitions

     The  following  words  and  phrases  as  used  in  this Plan shall have the
meanings  set  forth  in  this  Article  unless  a  different meaning is clearly
required  by  the  context:

     2.1     1933  Act  shall  mean  the  Securities  Act  of  1933, as amended.
             ---------

     2.2     1934 Act  shall  mean  the  Securities  Exchange  Act  of  1934, as
             --------
amended.

     2.3     Beneficiary  shall mean, with respect to an Optionee, the Person or
             -----------
Persons  who acquire such Options by bequest or inheritance.  To the extent that
an Option has not yet been distributed to such Person or Persons from a deceased
Optionee's  estate, the Option may be exercised by the executor or administrator
(as  applicable)  of  the  deceased  Optionee's  estate.

     2.4     Board  shall  mean  the  Board  of  Directors  of  the  Company.
             -----

     2.5     Cause shall mean an act or acts by an individual involving personal
             -----
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal  profit,  intentional  failure  to  perform  stated  duties  or willful
violation  of  any  law,  rule  or  regulation (other than traffic violations or
similar  offenses).


<PAGE>
     2.6     Change  of  Control  shall  mean  the  occurrence of any one of the
             -------------------
following  events:

          (a)     The  execution  of  an  agreement  for  the  sale of all, or a
     material  portion,  of  the  assets  of  the  Company;

          (b)     The execution of an agreement for a merger or recapitalization
     of the Company or any merger or recapitalization whereby the Company is not
     the  surviving  entity;

          (c)     A  change  of  control of the Company or of any bank or thrift
     subsidiary of the Company, as otherwise defined or determined by the Office
     of  Thrift  Supervision (or successor agency) or regulations promulgated by
     it;  or

          (d)     The  acquisition,  directly  or  indirectly, of the beneficial
     ownership  (within  the meaning of that term as it is used in Section 13(d)
     of the 1934 Act and the rules promulgated thereunder) of 25% or more of the
     outstanding  voting  securities  of  the  Company  by  any  Person.

     2.7     Code  shall  mean  the  Internal  Revenue Code of 1986, as amended.
             ----

     2.8     Committee  shall  mean  the  committee  appointed  by  the Board to
             ---------
administer  and  interpret  the  Plan  in  accordance  with  Article  3  below.

     2.9     Common  Stock  shall  mean  the  common  stock, par value $1.00 per
             -------------
share,  of  the  Company.

     2.10     Company shall mean FLAG Financial Corporation, and shall also mean
              -------
any  parent  or  subsidiary corporation of FLAG Financial Corporation unless the
context  clearly  indicates  otherwise.

     2.11     Disability  shall  mean,  with respect to an individual, the total
              ----------
and  permanent  disability  of such individual as determined by the Committee in
its  sole  discretion.

     2.12     Effective  Date shall mean the date on which this Plan is approved
              ---------------
by  the  shareholders  of  the  Company.  See  Article  10  herein.

     2.13     Fair  Market  Value  of  the  Common  Stock  as  of  a  date  of
              -------------------
determination  shall  mean  the  following:

          (a)     Stock Listed and Shares Traded.  If the Common Stock is listed
     and  traded  on  a national securities exchange (as such term is defined by
     the  1934  Act)  or  on  the  NASDAQ  National Market System on the date of
     determination,  the  Fair Market Value per share shall be the closing price
     of  a  share  of  the  Common Stock on said national securities exchange or
     National Market System on the date of determination. If the Common Stock is
     traded  in  the  over-the-counter  market,  the Fair Market Value per share
     shall  be  the  average  of  the  bid  and  asked  prices  on  the  date of
     determination.


                                        2
<PAGE>
          (b)     Stock  Listed  But  No  Shares Traded.  If the Common Stock is
     listed  on  a national securities exchange or on the National Market System
     but  no  shares of the Common Stock are traded on the date of determination
     but there were shares traded on dates within a reasonable period before the
     date  of determination, the Fair Market Value shall be the closing price of
     the  Common Stock on the most recent date before the date of determination.
     If  the Common Stock is regularly traded in the over-the-counter market but
     no  shares  of the Common Stock are traded on the date of determination (or
     if  records  of  such  trades  are unavailable or burdensome to obtain) but
     there  were  shares  traded  on dates within a reasonable period before the
     date  of  determination,  the Fair Market Value shall be the average of the
     bid and asked prices of the Common Stock on the most recent date before the
     date  of  determination.

          (c)     Stock  Not  Listed.  If  the  Common  Stock is not listed on a
     national  securities  exchange  or on the National Market System and is not
     regularly  traded  in the over-the-counter market, then the Committee shall
     determine  the  Fair  Market  Value  of  the Common Stock from all relevant
     available  facts,  which  may include the average of the bid and ask prices
     reflected  in  the  over-the-counter  market  on a date within a reasonable
     period  either  before  or  after  the date of determination or opinions of
     independent  experts as to value and may take into account any recent sales
     and  purchases  of such Common Stock to the extent they are representative.

The Committee's determination of Fair Market Value, which shall be made pursuant
to the foregoing provisions, shall be final and binding for all purposes of this
Plan.

     2.14     ISO  shall  mean  an  incentive stock option within the meaning of
              ---
Code  Sec.422(b).

     2.15     NQSO  shall  mean  an  option  to  which  Code  Sec.421  (relating
              ----
generally  to  certain  ISO  and  other  options)  does  not  apply.

     2.16     Option shall mean ISO's, NQSO's, or Reload Options, as applicable,
              ------
granted  to  individuals  pursuant  to  the  terms  and provisions of this Plan.

     2.17     Option  Agreement  shall  mean  a  written agreement, executed and
              -----------------
dated  by  the  Company  and an Optionee, evidencing an Option granted under the
terms  and  provisions  of  this Plan, setting forth the terms and conditions of
such Option, and specifying the name of the Optionee and the number of shares of
stock  subject  to  such  Option.

     2.18     Option Price shall mean the purchase price of the shares of Common
              ------------
Stock  underlying  an  Option.

     2.19     Optionee  shall  mean  an  individual  who  is  granted  an Option
              --------
pursuant  to  the  terms  and  provisions  of  this  Plan.

     2.20     Person  shall  mean  any  individual,  organization,  corporation,
              ------
partnership  or  other  entity.


                                        3
<PAGE>
     2.21     Plan  shall  mean  this  FLAG Financial Corporation 1994 Employees
              ----
Stock  Incentive  Plan,  as  amended  from  time  to  time.

     2.22     Recipient shall mean an individual who is granted Restricted Stock
              ---------
pursuant  to  the  terms  and  provisions  of  this  Plan.

     2.23     Reload  Option  shall  mean  an  Option  that is granted (1) to an
              --------------
Optionee who pays for exercise of all or part of an Option with shares of Common
Stock,  (2)  for  the same number of shares as the number of shares exchanged in
payment  for the exercise of such Option, (3) as of the date of such payment for
exercise  of  the  original Option, and (4) subject to all of the same terms and
conditions  as  such  original  Option,  except  that:

          (a)     the Option Price for shares subject to the Reload Option shall
     be  determined  on the basis of the Fair Market Value of such shares on the
     date  the  Reload  Option  is  granted;  and

          (b)     in  no event shall the term of any Reload Option extend beyond
     the  original  term  of the Option with respect to which such Reload Option
     was  granted.

     2.24     Restricted  Stock shall mean Common Stock subject to a Restriction
              -----------------
Agreement  between  the  Recipient  and  the  Company, whereby the Recipient has
immediate rights of ownership in the shares of Common Stock underlying the award
but  such  shares  are  subject to restrictions in accordance with the terms and
provisions  of  this  Plan  and  the  Restriction  Agreement  and are subject to
forfeiture  by the Recipient until the earlier of (a) the time such restrictions
lapse  or  are  satisfied,  or  (b)  the  time  such  shares  are  forfeited.

     2.25     Restriction Agreement shall mean a written agreement, executed and
              ---------------------
dated  by  the  Company  and  a Recipient, evidencing restrictions placed on the
ownership  of  Restricted  Stock  by  a  Recipient.

     2.26     Stock  Rights  shall  mean  Options  and/or  Restricted  Stock.
              -------------


                                    ARTICLE 3
                                 Administration

     3.1     General  Administration.  The  Plan  shall  be  administered  and
             -----------------------
interpreted  by  the  Committee.  Subject to the express provisions of the Plan,
the  Committee  shall  have authority to interpret the Plan, to prescribe, amend
and  rescind  rules and regulations relating to the Plan, to determine the terms
and  provisions  of  the  Option  Agreements  or  Restriction  Agreements  (as
applicable)  by  which  Stock  Rights  shall  be  evidenced  (which shall not be
inconsistent  with  the terms of the Plan), and to make all other determinations
necessary  or  advisable  for  the  administration  of  the  Plan,  all of which
determinations  shall  be  final,  binding  and  conclusive.


                                        4
<PAGE>
     3.2     Appointment.  The  Board shall appoint the Committee from among its
             -----------
members  to serve at the pleasure of the Board.  The Board from time to time may
remove  members  from,  or  add  members  to,  the  Committee and shall fill all
vacancies  thereon.  The Committee at all times shall be composed of two or more
directors,  each of whom shall be (i) an "outside director" as that term is used
in  Section  162(m)  of the Code and the regulations promulgated thereunder, and
(ii) a "non-employee director" as such term is defined in Rule 16b-3 promulgated
under  Section  16  of  the  1934  Act  or  any  successor  provision.

     3.3     Organization.  The  Committee  may select one of its members as its
             ------------
chairman  and  shall  hold  its  meetings at such times and at such places as it
shall  deem  advisable.  A  majority of the Committee shall constitute a quorum,
and such majority shall determine its actions.  The Committee shall keep minutes
of  its  proceedings  and shall report the same to the Board at the meeting next
succeeding.

     3.4     Indemnification.   In  addition  to  such  other  rights  of
             ---------------
indemnification  as  they  have as directors or as members of the Committee, the
members  of  the  Committee, to the extent permitted by applicable law, shall be
indemnified  by  the  Company  against  reasonable  expenses (including, without
limitation,  attorneys'  fees)  actually  and necessarily incurred in connection
with  the  defense  of any action, suit or proceeding, or in connection with any
appeal,  to  which  they  or  any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Stock Rights
granted  hereunder,  and  against all amounts paid by them in settlement thereof
(provided  such  settlement  is  approved  to  the extent required by and in the
manner provided by the articles or certificate of incorporation or the bylaws of
the  Company  relating  to  indemnification  of  directors)  or  paid by them in
satisfaction  of  a  judgment  in any such action, suit or proceeding, except in
relation  to  matters  as  to which it shall be adjudged in such action, suit or
proceeding  that  such Committee member or members did not act in good faith and
in  a  manner he or they reasonably believed to be in or not opposed to the best
interest  of  the  Company.

                                    ARTICLE 4
                                      Stock

The  stock subject to the Stock Rights and other provisions of the Plan shall be
authorized  but  unissued  or  reacquired  shares  of  Common Stock.  Subject to
readjustment in accordance with the provisions of Article 8, the total number of
shares  of  Common  Stock  which  may be granted to, or for which Options may be
granted  to, persons participating in the Plan shall not exceed in the aggregate
350,000 shares of Common Stock, and the maximum number of shares of Common Stock
with  respect to one or more Options that may be granted during any one calendar
year  under  the Plan to any one participant is 100,000 shares.  Notwithstanding
the  foregoing,  shares  of Common Stock allocable to the unexercised portion of
any  expired  or terminated Option or shares of Restricted Stock returned to the
Company  by  forfeiture again may become subject to Stock Rights under the Plan.


                                        5
<PAGE>
                                    ARTICLE 5
                Eligibility to Receive and Grant of Stock Rights

     5.1     Individuals  Eligible  for Grants of Stock Rights.  The individuals
             -------------------------------------------------
eligible  to  receive  Stock Rights hereunder shall be employees of the Company,
including  such  employees  who are also members of the Board or of the board of
directors  of  any parent or subsidiary corporation of the Company; provided, no
nonemployee  director  shall be eligible to receive any Stock Rights pursuant to
this  Plan,  and  provided  further,  that only employees of the Company and its
"parent"  or "subsidiary" corporations within the meaning of subsections (e) and
(f)  of  Code  Sec.424  shall  be  eligible  to  receive  ISO's.

     5.2     Grants of Stock Rights.  Subject to the provisions of the Plan, the
             ----------------------
Committee  shall  have  the  authority  and  sole  discretion  to  determine and
designate,  from  time  to  time,  those individuals (from among the individuals
eligible  for  a  grant  of  Stock Rights under the Plan pursuant to Section 5.1
above)  to  whom  Stock Rights will actually be granted, the Option Price of the
shares  covered by any Options granted, the manner in and conditions under which
Options  are  exercisable  (including,  without  limitation,  any limitations or
restrictions  thereon),  the  manner  in  and  conditions  under which shares of
Restricted Stock shall vest and the time or times at which Stock Rights shall be
granted.  In making such determinations, the Committee may take into account the
nature of the services rendered by the respective employees to whom Stock Rights
may  be  granted,  their  present  and  potential contributions to the Company's
success  and  such other factors as the Committee, in its sole discretion, shall
deem relevant.  In its authorization of the granting of an Option hereunder, the
Committee  shall specify the name of the Optionee, the number of shares of stock
subject  to  such  Option  and  whether such Option is an ISO or a NQSO.  In its
authorization  of  an  award  of Restricted Stock hereunder, the Committee shall
specify  the  name of the Recipient, the number of shares of Restricted Stock to
be awarded and the restrictions to which such Restricted Stock shall be subject.
The  Committee  may  grant,  at  any time, new Stock Rights to an Optionee, or a
Recipient  who  previously  has received Stock Rights, whether such Stock Rights
include  prior  Stock  Rights  that  still are outstanding, previously have been
exercised  in  whole or in part, have expired or are canceled in connection with
the  issuance  of new Stock Rights.  No individual shall have any claim or right
to  be  granted  Stock  Rights  under  the  Plan.

     5.3     Limitation  on  Exercisability  of ISO's.  Notwithstanding anything
             ----------------------------------------
herein  to  the  contrary,  the  aggregate  Fair Market Value of ISO's which are
granted to any employee under the Plan or any other stock option plan adopted by
the Company that are first exercisable in any one calendar year shall not exceed
$100,000.  The  committee  shall  interpret  and  administer the limitations set
forth  in  this  paragraph  in  accordance  with  Code  Sec.422(d).

     5.4     Restriction on Grant of Stock Options.  No more than 100,625 shares
             -------------------------------------
of Common Stock may be made subject to Options granted during a calendar year to
any  one  individual.


                                        6
<PAGE>
                                    ARTICLE 6
                         Terms and Conditions of Options

Options granted hereunder and Option Agreements shall comply with and be subject
to  the  following  terms  and  conditions:

     6.1     Requirement  of  Option  Agreement.  Upon  the  grant  of an Option
             ----------------------------------
hereunder,  the  Committee  shall  prepare  (or  cause to be prepared) an Option
Agreement.  The  Committee  shall present such Option Agreement to the Optionee.

     6.2     Optionee  and  Number of Shares.  Each Option Agreement shall state
             -------------------------------
the  name  of the Optionee and the total number of shares of the Common Stock to
which  it  pertains.

     6.3     Vesting.  Each  Option  Agreement  shall  state  the  terms  and
             -------
conditions  upon  which  the  Option  shall  vest  and  become  exercisable.

     6.4     Option  Price.  The  Option  Price  of  the  shares of Common Stock
             -------------
underlying  each Option shall be the Fair Market Value of the Common Stock as of
the  date  the  Option is granted, unless otherwise determined by the Committee;
provided,  in no event shall the Option Price of any ISO be less than 100% (110%
in  the  case  of ISO's of Optionees who own more than ten percent of the voting
power  of  all  classes  of  stock  of  either  the  Company  or any "parent" or
"subsidiary"  corporation  of the Company (within the meaning of subsections (e)
and  (f)  of  Code Sec.424)) of the Fair Market Value of the Common Stock on the
date  the  Option  is  granted.  The  date as of which the Committee granted the
Option  as  specified  in  the  Option Agreement shall be considered the date on
which  such  Option  is  granted.

     6.5     Terms  of  Options.  Terms  of Options granted under the Plan shall
             ------------------
commence on the date of grant and shall expire on such date as the Committee may
determine for each Option; provided, in no event shall any Option be exercisable
after  ten  years  (five years in the case of ISO's granted to Optionees who own
more  than ten percent of the voting power of all classes of stock of either the
Company  or  any  parent or subsidiary) from the date the Option is granted.  No
Option  shall  be  granted hereunder after ten years from the earlier of (a) the
date  the  Plan  is  approved  by  the shareholders, or (b) the date the Plan is
adopted  by  the  Board.

     6.6     Terms  of Exercise.  The exercise of an Option may be for less than
             ------------------
the  full  number  of  shares  of  Common Stock subject to such Option, but such
exercise  shall  not  be  made  for  less  than (i) 100 shares or (ii) the total
remaining  shares  subject to the Option, if such total is less than 100 shares.
Subject  to the other restrictions on exercise set forth herein, the unexercised
portion  of  an  Option  may  be  exercised  at  a  later  date by the Optionee.

     6.7     Method  of  Exercise.  All  Options  granted  hereunder  shall  be
             --------------------
exercised  by  written  notice  directed  to the secretary of the Company at its
principal place of business or to such other person as the Committee may direct.
Each  notice  of  exercise  shall  identify  the  Option  which  the Optionee is
exercising  (in  whole  or  in  part) and shall be accompanied by payment of the
Option  Price  for  the  number  of  shares  specified in such notice and by any


                                        7
<PAGE>
documents  required  by  Section  9.1.  The  Company shall make delivery of such
shares  within  a  reasonable period of time; provided, if any law or regulation
requires  the  Company  to  take  any action (including, but not limited to, the
filing  of  a  registration  statement  under  the  1933  Act  and  causing such
registration statement to become effective) with respect to the shares specified
in  such  notice  before the issuance thereof, then the date of delivery of such
shares  shall  be  extended  for  the  period  necessary  to  take  such action.

     6.8     Medium  and  Time  of  Payment.
             ------------------------------

          (a)     The  Option  Price  shall  be payable upon the exercise of the
     Option  in  an  amount  equal  to the number of shares then being purchased
     times  the per share Option Price. Payment, at the election of the Optionee
     (or  his successors as provided in subsection (c) of Section 6.9), shall be
     (A)  in  cash;  (B)  by  delivery  to  the  Company  of  a  certificate  or
     certificates  for  shares of the Common Stock duly endorsed for transfer to
     the  Company with signature guaranteed by a member firm of a national stock
     exchange  or  by  a  national or state bank or a federally chartered thrift
     institution  (or  guaranteed  or  notarized  in  such  other  manner as the
     Committee  may  require)  or by instructing the Company to retain shares of
     Common Stock upon the exercise of the Option with a Fair Market Value equal
     to  the  exercise  price as payment; (C) by delivery to the Company of such
     other  property  or  by the performance for the Company of such services as
     may be acceptable to the Committee and allowed under applicable law; or (D)
     by  a  combination  of  (A),  (B)  and  (C).

          (b)     If  all  or  part  of  the Option Price is paid by delivery of
     shares  of the Common Stock, on the date of such payment, the Optionee must
     have  held  such  shares  for  at  least  six  months  from (i) the date of
     acquisition,  in  the  case  of  shares acquired other than through a stock
     option or other stock award plan, or (ii) the date of grant or award in the
     case  of  shares acquired through such a plan; and the value of such Common
     Stock  (which  shall  be  the Fair Market Value of such Common Stock on the
     date  of  exercise)  shall  be less than or equal to the total Option Price
     payment.  If  the  Optionee delivers Common Stock with a value that is less
     than  the  total  Option Price, then such Optionee shall pay the balance of
     the  total Option Price in cash, other property or services, as provided in
     subsection  (a)  above.

          (c)     In addition to the payment of the purchase price of the shares
     then  being purchased, an Optionee also shall pay in cash (or have withheld
     from  his  normal  pay)  an  amount  equal to the amount, if any, which the
     Company  at  the  time of exercise is required to withhold under the income
     tax  or  Federal  Insurance Contributions Act tax withholding provisions of
     the  Code, of the income tax laws of the state of the Optionee's residence,
     and  of  any  other  applicable  law.

     6.9     Effect  of  Termination of Employment or Death.  Except as provided
             ----------------------------------------------
in subsections (a), (b) and (c) below, no Option shall be exercisable unless the
Optionee thereof shall have been an employee of the Company from the date of the
granting  of  the Option until the date of exercise; provided, the Committee, in
its  sole  discretion, may waive the application of this Section with respect to
any  NQSO's  granted  hereunder and, instead, may provide a different expiration
date  or  dates  in  a  NQSO  Option  Agreement.


                                        8
<PAGE>
          (a)     Termination of Employment.  In the event an Optionee ceases to
     be  an  employee  of  the  Company  for  any  reason  other  than  death or
     Disability,  any Option or unexercised portion thereof granted to him shall
     terminate  on  and  shall not be exercisable after the earliest to occur of
     (i)  the expiration date of the Option, (ii) three months after termination
     of  employment  or (iii) the date on which the Company gives notice to such
     Optionee  of  termination  of employment if employment is terminated by the
     Company for Cause (an Optionee's resignation in anticipation of termination
     of  employment  by  the  Company  for  Cause  shall  constitute a notice of
     termination  by  the  Company);  provided, the Committee may provide in the
     Option  Agreement that such Option or any unexercised portion thereof shall
     terminate  sooner.  Notwithstanding  the  foregoing,  in  the event that an
     Optionee's  employment  terminates  for  a  reason  other  than  death  or
     Disability  at  any time after a Change of Control, the term of all Options
     of  that  Optionee  shall  be  extended  through the end of the three-month
     period  immediately  following the date of such termination; provided, this
     extension  shall  apple  to  ISO's only to the extent it does not cause the
     term  of such ISO's to exceed the maximum term permitted under Code Sec.422
     or  does  not  cause such ISO's to lose their status as ISO's. Prior to the
     earlier  of  the  dates  specified  in  the  preceding  sentences  of  this
     subsection (a), the Option shall be exercisable only in accordance with its
     terms  and  only  for  the  number  of  shares  exercisable  on the date of
     termination  of  employment. The question of whether an authorized leave of
     absence  or  absence  for  military  or government service or for any other
     reason  shall  constitute  a  termination of employment for purposes of the
     Plan  shall  be  determined  by the Committee, which determination shall be
     final  and  conclusive.

          (b)     Disability.  Upon  the termination of an Optionee's employment
     due to Disability, any Option or unexercised portion thereof granted to him
     which  is  otherwise  exercisable  shall  terminate  on  and  shall  not be
     exercisable  after  the earlier to occur of (i) the expiration date of such
     Option, or (ii) one year after the date on which such Optionee ceases to be
     an  employee  of the Company due to Disability; provided, the Committee may
     provide in the Option Agreement that such Option or any unexercised portion
     thereof  shall  terminate  sooner.  Prior to the earlier of such date, such
     Option  shall be exercisable only in accordance with its terms and only for
     the  number  of  shares  exercisable on the date such Optionee's employment
     ceases  due  to  Disability.

          (c)     Death.  In the event of the death of the Optionee (i) while he
     is  an  employee of the Company, (ii) within three months after the date on
     which such Optionee's employment terminated (for a reason other than Cause)
     as  provided  in  subsection  (a) above, or (iii) within one year after the
     date  on  which such Optionee's employment terminated due to his Disability
     as  provided  in subsection (b), any, Option or unexercised portion thereof
     granted  to  him  which  is  otherwise  exercisable may be exercised by his
     Beneficiary  at  any time prior to the expiration of one year from the date
     of  death  of  such  Optionee,  but  in  no  event  later  than the date of
     expiration of the option period; provided, the Committee may provide in the
     Option  Agreement that such Option or any unexercised portion thereof shall
     terminate  sooner. Such exercise shall be effected pursuant to the terms of
     this  Section  as  if  such  Beneficiary  is  the  named  Optionee.


                                        9
<PAGE>
     6.10     Restrictions on Transfer and Exercise of Options.  No Option shall
              ------------------------------------------------
be  assignable  or  transferable  by  the Optionee except by will or the laws of
descent  and  distribution;  provided, however, that the Committee may (but need
not)  permit  other  transfers  where  the  Committee  concludes  that  such
transferability (i) does not result in accelerated taxation, (ii) does not cause
any  Option  intended to be an incentive stock option to fail to be described in
Code  Section  422(b),  and (iii) is otherwise appropriate and desirable, taking
into  account  any  state  or  federal  tax  or  securities  laws  applicable to
transferable  options.  During  the lifetime of an Optionee, the Option shall be
exercisable only by him or such permitted transferee; provided, however, that in
the  event  the  Optionee  is incapacitated and unable to exercise Options, such
Options  may  be  exercised  by  such  Optionee's  legal  guardian,  legal
representative,  fiduciary  or  other  representative  whom  the Committee deems
appropriate  based  on  applicable  facts  and  circumstances.

     6.11     Rights  as  a  Shareholder.  An Optionee shall have no rights as a
              --------------------------
shareholder  with  respect  to  shares  covered  by his Option until date of the
issuance  of the shares to him and only after the Option Price of such shares is
fully  paid.  Unless  specified  in  Article  9,  no adjustment will be made for
dividends or other rights for which the record date is prior to the date of such
issuance.

     6.12     Reload  Options.  All  Options  shall  be  accompanied by a Reload
              ---------------
Option.  An Optionee who pays for exercise of a Reload Option with shares of the
Common  Stock  shall be entitled to a successive Reload Option.  For purposes of
granting  Reload Options, the retention of shares of Common Stock by the Company
upon  exercise  of  an  Option  shall  be treated as a payment for exercise with
shares  of  Common  Stock.

     6.13     No Obligation to Exercise Option.  The granting of an Option shall
              --------------------------------
impose  no  obligation  upon  the  Optionee  to  exercise  such  Option.

     6.14     [Deleted]

     6.15     Designation  of  Option as ISO or NQSO.  Subject to the provisions
              --------------------------------------
of  this  Article, each Option granted under the Plan shall be designated either
as  an ISO or a NQSO.  An Option Agreement evidencing both an ISO and NQSO shall
identify  clearly  the  status  and  terms  of  each  Option.

     6.16     ISO's  Converted  to  NQSO's.  In  the event any part or all of an
              ----------------------------
Option  granted  under the Plan which is intended to be an ISO at any time fails
to  satisfy all of the requirements of an ISO, then such ISO shall be split into
an  ISO and NQSO so that the portion of the Option, if any, that still qualifies
as  an  ISO  shall remain an ISO and the portion that does not qualify as an ISO
shall  become  a  NQSO.  Such  split of an Option into an ISO portion and a NQSO
portion  shall  be  evidenced  by one or more Option Agreements, as long as each
Option  is  identified  clearly  as  to  its  status  as  an  ISO  or  NQSO.


                                       10
<PAGE>
                                    ARTICLE 7
                 Terms and Conditions of Restricted Stock Awards

     Restriction  Agreements  and  the  Restricted Stock awarded under this Plan
shall  comply  with  and  be  subject  to  the  following  terms and conditions:

     7.1     Requirement of Restriction Agreement.  Upon the grant of Restricted
             ------------------------------------
Stock  hereunder,  the  Committee  shall  prepare  (or  cause  to be prepared) a
Restriction  Agreement  and  shall  present  such  Restriction  Agreement to the
Recipient.  The  failure  of the Recipient to execute tile Restriction Agreement
within  30  days  after  the  date  of  the  receipt  of  same  shall render the
Restriction Agreement and the underlying award of Restricted Stock null and void
ab  initio.

     7.2     Effect  of Grant of Restricted Stock.  An award of Restricted Stock
             ------------------------------------
granted  under  the  Plan  shall  provide the Recipient with immediate rights of
ownership  in  the  shares of Common Stock underlying the award, but such shares
shall  be  subject to such restrictions as the Committee shall specify and shall
be subject to forfeiture by the Recipient until the earlier of (i) the time such
restrictions lapse or are satisfied, or (ii) the time such shares are forfeited.

     7.3     Recipient  and  Number of Shares.  Each Restriction Agreement shall
             --------------------------------
state  the  name  of  the Recipient and the total number of shares of the Common
Stock  to  which  it  pertains.

     7.4     Restrictions on Stock.  The vesting of complete ownership rights in
             ---------------------
any  Restricted Stock awarded under this Plan shall be subject to such terms and
conditions  as  the Committee may determine in its sole discretion; provided, no
Recipient  shall  be  required  to  pay any consideration in the form of cash or
other  property  as  a condition to acquiring the Restricted Stock.  A Recipient
shall  vest  and  obtain a nonforfeitable interest in the Restricted Stock as of
the  date  that the last of such terms and conditions is satisfied; provided, if
such  terms and conditions are not satisfied by the deadline, if any, designated
by  the  Committee  and  specified  in the Restriction Agreement, the portion of
Restricted  Stock  still subject to such terms and conditions shall be forfeited
and returned to the Company.  The Committee, in its sole discretion, may provide
for  the  lapse of the terms and conditions to which Restricted Stock is subject
in  installments  and  may  provide  for different terms and conditions and/or a
different  restriction  period  with respect to each award, or any portion of an
award,  of  Restricted  Stock.

     7.5     Delivery  of  Restricted  Stock.
             -------------------------------

          (a)     The  Company  shall  make delivery of the shares of Restricted
     Stock  within  a reasonable period of time after execution of a Restriction
     Agreement;  provided, if any law or regulation requires the Company to take
     any  action  (including,  but  not limited to, the filing of a registration
     statement  under  the  1933  Act and causing such registration statement to
     become  effective) with respect to such shares before the issuance thereof,
     then  the  date of delivery of such shares shall be extended for the period
     necessary  to  take  such  action.


                                       11
<PAGE>
          (b)     Unless  the certificates representing shares of the Restricted
     Stock  are  deposited  with  a custodian pursuant to subsection (c) of this
     Section, each such certificate shall bear the following legend (in addition
     to  any  other  restrictive  legend  required  pursuant  to  Article  9):

          The  transferability  of  this  certificate  and  the  share  of stock
          represented  hereby  are  subject  to  the  restrictions,  terms  and
          conditions  (including  forfeiture  and restrictions against transfer)
          contained  in  the  FLAG  Financial  Corporation  1994 Employees Stock
          Incentive  Plan  and  a  Restriction  Agreement,  dated ______________
          between  ______________  and  FLAG Financial Corporation. The Plan and
          Restriction  Agreement  are  on file in the office of the Secretary of
          FLAG  Financial  Corporation.

     Such legend shall be removed from any certificate evidencing such shares of
     Restricted  Stock  as  of  the date that such shares become nonforfeitable.

          (c)     As  an  alternative  to  delivering a stock certificate to the
     Recipient  pursuant  to  subsection  (b)  of  this Section, any certificate
     evidencing  Restricted  Stock  may  be  deposited  by  the  Company  with a
     custodian  to  be  designated by the Committee. The Company shall cause the
     custodian  to  issue  to  the  Recipient a receipt for any Restricted Stock
     deposited  with it in accordance with this subsection. Such custodian shall
     hold  the  deposited  certificates and deliver the same to the Recipient in
     whose  name the shares of Restricted Stock evidenced thereby are registered
     only  after  such  shares  become  nonforfeitable.

          (d)     A Stock Recipient shall pay in cash (or have withheld from his
     normal  pay)  an  amount  equal to the amount, if any, which the Company is
     required  at any time to withhold under the income tax or Federal Insurance
     Contributions Act tax withholding provisions of the Code, of the income tax
     laws  of  the  state of the Recipient's residence, and any other applicable
     law.

     7.6     Termination  of  Employment.  Except as otherwise determined by the
             ---------------------------
Committee  and  set  forth  in  a  Restriction  Agreement, in the event that the
employment  of  a  Recipient  to  whom  Restricted  Stock  has  been  granted is
terminated  for  any  reason  other  than  a  Change  of  Control  (including  a
termination  by the Company whether or not for Cause and a termination by reason
of  the death, Disability or retirement of the Recipient) before satisfaction of
the terms and conditions to which the Restricted Stock is subject, all shares of
Restricted  Stock  still  subject to restriction shall be forfeited and shall be
reacquired  by  the  Company.

     7.7     Transfer.  No  shares of Restricted Stock shall be sold, exchanged,
             --------
transferred,  pledged,  hypothecated  or otherwise disposed of while such shares
are  still  subject  to restriction, and any purported sale, exchange, transfer,
pledge,  hypothecation  or other disposition of shares of Restricted Stock while
such  shares  are  still  subject  to  restriction  shall  be  null  and  void.


                                       12
<PAGE>
     7.8     Waiver of Restrictions.  If the Committee determines that, in cases
             ----------------------
of  death,  Disability,  retirement  or  other  circumstances  determined by the
Committee,  a  waiver  of  any  or  all remaining restrictions with respect to a
Recipient's  Restricted  Stock  would  be  desirable,  it  may elect in its sole
discretion  to  waive  such  remaining  restrictions.

     7.9     Rights  as a Shareholder.  Upon delivery of Restricted Stock to the
             ------------------------
Recipient  (or  the custodian, if any), the Recipient shall, except as otherwise
set  forth  in  this  Article  and in the Restriction Agreement, have all of the
rights  of  a  shareholder  with  respect to the Restricted Stock, including the
right  to vote the shares of Restricted Stock and receive all dividends or other
distributions  paid  or  made  with respect to the Restricted Stock.  Until such
delivery,  the  Recipient  shall  have  no  rights  as  a  shareholder.

                                    ARTICLE 8
                   Adjustments Upon Changes in Capitalization

     8.1     Recapitalization.  In  the event that the outstanding shares of the
             ----------------
Common Stock of the Company are hereafter increased or decreased or changed into
or exchanged for a different number or kind of shares or other securities of the
Company  by  reason  of  a  recapitalization,  reclassification,  stock  split,
combination  of  shares  or  dividend payable in shares of the Common Stock, the
following  rules  shall  apply:

          (a)     The  Committee  shall  make  an  appropriate adjustment in the
     number  and kind of shares available for the granting of Stock Rights under
     the  Plan.

          (b)     The Committee also shall make an appropriate adjustment in the
     number  and  kind  of  shares as to which outstanding Options, or a portion
     thereof  then unexercised, shall be exercisable; any such adjustment in any
     outstanding  Options  shall  be  made  without  change  in  the total price
     applicable  to  the  unexercised  portion  of  such  Option  and  with  a
     corresponding  adjustment  in  the  Option  Price  per share. No fractional
     shares shall be issued or optioned in making the foregoing adjustments, and
     the  number  of  shares  available  under  the Plan or the number of shares
     subject  to  any  outstanding  Options  shall  be  the next lower number of
     shares,  rounding  all  fractions  downward.

          (c)     Any  adjustment  to  or assumption of ISO's under this Section
     shall  be  made  in  accordance  with  Code  Sec.424(a) and the regulations
     promulgated  thereunder  so  as  to  preserve the status of such Options as
     ISO's  under  Code  Sec.422.

          (d)     If  any  rights or warrants to subscribe for additional shares
     are given pro rata to holders of outstanding shares of the class or classes
     of  stock  then  set aside for the Plan, each Optionee shall be entitled to
     the same rights or warrants on the same basis as holders of the outstanding
     shares  with  respect  to  such portion of his Option as is exercised on or
     prior  to  the record date for determining shareholders entitled to receive
     or  exercise  such  rights  or  warrants.


                                       13
<PAGE>
     8.2     Reorganization.  Subject  to  any  required  action  by  the
             --------------
shareholders,  if  the  Company shall be a party to any reorganization involving
merger,  consolidation, acquisition of the stock or acquisition of the assets of
the Company which does not constitute a Change of Control, the Committee, in its
discretion,  may  declare  that:

          (a)     any  Option granted but not yet exercised shall pertain to and
     apply,  with  appropriate adjustment as determined by the Committee, to the
     securities  of the resulting corporation to which a holder of the number of
     shares of the Common Stock subject to such Option would have been entitled;

          (b)     any  or  all  outstanding Stock Rights granted hereunder shall
     become  immediately  nonforfeitable and fully exercisable or vested (to the
     extent  permitted  under  federal  or  state  securities  laws);  and/or

          (c)     any  or  all  Stock  Rights  granted  hereunder  shall  become
     immediately  nonforfeitable  and fully exercisable or vested (to the extent
     permitted  under federal or state securities laws) and are to be terminated
     after giving at least 30 days' notice to the Optionees and/or Recipients to
     whom  such  Stock  Rights  have  been  granted.

     8.3     Dissolution  and  Liquidation.  If  the  Board  adopts  a  plan  of
             -----------------------------
dissolution and liquidation that is approved by the shareholders of the Company,
the  Committee  shall  give  each  Optionee and Recipient written notice of such
event  at  least  ten  days  prior  to its effective date, and the rights of all
Optionees  and  Recipients  shall  become  immediately  nonforfeitable and fully
exercisable or vested (to the extent permitted under federal or state securities
laws).

     8.4     Limits on Adjustments.  Any issuance by the Company of stock of any
             ---------------------
class,  or  securities  convertible into shares of stock of any class, shall not
affect,  and  no adjustment by reason thereof shall be made with respect to, the
number  or  price of shares of the Common Stock subject to any Option, except as
specifically  provided  otherwise  in  this  Article.  The grant of Stock Rights
pursuant  to  the  Plan  shall  not  affect in any way the right or power of the
Company  to  make  adjustments, reclassifications, reorganizations or changes of
its  capital  or  business structure or to merge, consolidate or dissolve, or to
liquidate,  sell  or  transfer  all  or any part of its business or assets.  All
adjustments  the  Committee  makes  under  this  Article  shall  be  conclusive.

                                    ARTICLE 9
         Agreement by Optionee or Recipient and Securities Registration

     9.1     Agreement.  If,  in  the  opinion  of  counsel to the Company, such
             ---------
action  is  necessary  or  desirable,  no  Stock  Rights shall be granted to any
Optionee  or  Recipient, and no Option shall be exercisable, unless, at the time
of  grant  or exercise, as applicable, such Optionee or Recipient (i) represents
and  warrants  that he will acquire the Common Stock for investment only and not
for  purposes  of  resale  or  distribution,  and  (ii)  makes  such  further
representations  and  warranties as are deemed necessary or desirable by counsel
to  the  Company  with  regard  to  holding and resale of the Common Stock.  The
Optionee  or  Recipient  shall,  upon  the request of the Committee, execute and
deliver  to  the  Company  an agreement or affidavit to such effect.  Should the
Committee  have  reasonable cause to believe that such Optionee or Recipient did
not  execute such agreement or affidavit in good faith, the Company shall not be
bound  by  the grant of the Option or Restricted Stock or by the exercise of the
Option.  All certificates representing shares of Common Stock issued pursuant to
the  Plan  shall  be  marked  with  the  following restrictive legend or similar
legend,  if such marking, in the opinion of counsel to the Company, is necessary
or  desirable:


                                       14
<PAGE>
     The  shares represented by this certificate [have not been registered under
     the  Securities  Act  of  1933,  as  amended, or the securities laws of any
     state]  [and]  [are held by an "affiliate" (as such term is defined in Rule
     144  promulgated  by  the  Securities  and  Exchange  Commission  under the
     Securities Act of 1933, as amended) of the Corporation]. Accordingly, these
     shares  may  not  be  sold,  hypothecated, pledged or otherwise transferred
     except  (i)  pursuant  to  an  effective  registration  statement under the
     Securities  Act  of 1933, as amended, and any applicable securities laws or
     regulations  of  any  state with respect to such shares, (ii) in accordance
     with  Securities  and  Exchange  Commission  Rule  144,  or  (iii) upon the
     issuance  to  the  Corporation  of  a  favorable  opinion of counsel or the
     submission to the Corporation of such other evidence as may be satisfactory
     to  the  Corporation  that  such  proposed sale, assignment, encumbrance or
     other  transfer  will not be in violation of the Securities Act of 1933, as
     amended,  or  any  applicable  securities laws of any state or any rules or
     regulations  thereunder.  Any attempted transfer of this certificate or the
     shares  represented  hereby  which  is  in  violation  of  the  preceding
     restrictions  will  not  be  recognized  by  the  Corporation, nor will any
     transferee  be  recognized as  the  owner  thereof  by  the  Corporation.

If  the  Common  Stock  is  (A)  held  by an Optionee or Recipient who is not an
"affiliate",  as that term is defined in Rule 144 of the 1933 Act, or who ceases
to  be  an  "affiliate", or (B) registered under the 1933 Act and all applicable
state securities laws and regulations as provided in Section 9.2, the Committee,
in its discretion and with the advice of counsel, may dispense with or authorize
the  removal  of  the  restrictive legend set forth above or the portion thereof
which  is  inapplicable.

     9.2     Registration.  In the event that the Company in its sole discretion
             ------------
shall  deem  it  necessary  or  advisable to register, under the 1933 Act or any
state  securities  laws  or  regulations, any shares with respect to which Stock
Rights  have  been granted hereunder, then the Company shall take such action at
its  own expense before delivery of the certificates representing such shares to
an  Optionee  or Recipient.  In such event, and if the shares of Common Stock of
the  Company shall be listed on any national securities exchange or on NASDAQ at
the  time  of  the  exercise  of  any  Option  or  the  vesting of any shares of
Restricted  Stock,  the Company shall make prompt application at its own expense
for  the  listing on such stock exchange or NASDAQ of the shares of Common Stock
to  be  issued.


                                       15
<PAGE>
                                   ARTICLE 10
                                 Effective Date

     The  Plan  shall  be elective as of the Effective Date, and no Stock Rights
shall  be  granted  hereunder prior to said date.  Adoption of the Plan shall be
approved  by  the  shareholders  of the Company at the earlier of (i) the annual
meeting of the shareholders of the Company which immediately follows the date of
the  first grant or award of Stock Rights hereunder, or (ii) 12 months after the
adoption  of the Plan by the Board, but in no event earlier than 12 months prior
to the adoption of the Plan by the Board.  Shareholder approval shall be made by
a  majority  of  the  votes  cast  at  a  duly  held  meeting  at which a quorum
representing  a majority of all outstanding voting stock is, either in person or
by proxy, present and entitled to vote on the Plan, or by the written consent in
lieu  of  a meeting of the holders of a majority of the outstanding voting stock
or  such  greater  number  of  shares  of voting stock as may be required by the
Company's  articles or certificate of incorporation and bylaws and by applicable
law; provided, however, such shareholder approval, whether by vote or by written
consent in lieu of a meeting, must be solicited substantially in accordance with
the  rules  and  regulations  in  effect  under  Section  14(a) of the 1934 Act.
Failure  to  obtain  such  approval  shall  render the Plan and any Stock Rights
granted  hereunder  null  and  void  ab  initio.

                                   ARTICLE II
                            Amendment and Termination

     11.1     Amendment  and  Termination By the Board.  Subject to Section 11.2
              ----------------------------------------
below,  the  Board  shall have the power at any time to add to, amend, modify or
repeal any of the provisions of the Plan, to suspend the operation of the entire
Plan or any of its provisions for any period or periods or to terminate the Plan
in  whole  or  in  part.  In  the  event of any such action, the Committee shall
prepare  written  procedures which, when approved by the Board, shall govern the
administration  of  the  Plan  resulting  from  such  addition,  amendment,
modification,  repeal,  suspension  or  termination.

     11.2     Restrictions  on  Amendment  and Termination.  Notwithstanding the
              --------------------------------------------
provisions of Section 11.1. above, the following restrictions shall apply to the
Board's  authority  under  Section  11.1  above:

          (a)     Prohibition  Against  Adverse  Affects  on  Outstanding  Stock
     Rights.  No  addition,  amendment,  modification,  repeal,  suspension  or
     termination  shall adversely affect, in any way, the rights of the Optionee
     or Recipients who have outstanding Stock Rights without the consent of such
     Optionees  or  Recipients;  and

          (b)     Shareholder  Approval  Required for Certain Modifications.  No
     modification  or  amendment  of  the  Plan  may  be  made without the prior
     approval  of  the  shareholders  of the Company if (i) such modification or
     amendment  would  cause  the  applicable  portions  of  the Plan to fail to
     qualify  as an ISO plan pursuant to Code Sec.422, (ii) such modification or
     amendment  would  materially increase the benefits accruing to participants
     under  the  Plan,  (iii)  such  modification  or amendment would materially
     increase  the number of securities which may be issued under the Plan, (iv)
     such  modification or amendment would materially modify the requirements as
     to  eligibility  for participation in the Plan, or (v) such modification or
     amendment would modify the material terms of the Plan within the meaning of
     Prop.  Treas. Reg. Sec. 1.162-27(e)(4). Clauses (ii), (iii) and (iv) of the
     preceding  sentence  shall be interpreted in accordance with the provisions
     of  paragraph  (b)(2)  of  Rule 16b-3 of the 1934 Act. Shareholder approval


                                       16
<PAGE>
     shall  be  made  by  a majority of the votes cast at a duly held meeting at
     which  a quorum representing a majority of all outstanding voting stock is,
     either  in  person  or  by  proxy,  present and entitled to vote, or by the
     written  consent  in  lieu of a meeting of the holders of a majority of the
     outstanding  voting  stock or such greater number of shares of voting stock
     as  may  be  required  by  the  Company's  articles  or  certificate  of
     incorporation and bylaws and by applicable law; provided, however, that for
     modifications  described  in  clauses  (ii),  (iii)  and  (iv)  above, such
     shareholder  approve,  whether  by  vote or by written consent in lieu of a
     meeting,  must  be solicited substantially in accordance with the rules and
     regulations  in  effect  under Section 14(a) of the 1934 Act as required by
     paragraph  (b)(2)  of  Rule  16b-3  of  the  1934  Act.

                                   ARTICLE 12
                            Miscellaneous Provisions

     12.1     Application  of  Funds.  The proceeds received by the Company from
              ----------------------
the  sale of the Common Stock subject to the Stock Rights granted hereunder will
be  used  for  general  corporate  purposes.

     12.2     Notices.  All  notices  or  other communications by an Optionee or
              -------
Recipient  to  the Committee pursuant to or in connection with the Plan shall be
deemed  to  have  been  duly  given  when  received in the form specified by the
Committee at the location, or by the person, designated by the Committee for the
receipt  thereof

     12.3     Term  of Plan.  Subject to the terms of Article 11, the Plan shall
              -------------
terminate  upon  the  later  of  (i)  the complete exercise or lapse of the last
outstanding  Option,  or  (ii)  the  last date upon which Options may be granted
hereunder.

     12.4     Compliance  with  Rule  16b-3.  This  Plan  is  intended  to be in
              -----------------------------
compliance  with  the requirements of Rule 16b-3 as promulgated under Section 16
of  the  1934  Act.

     12.5     Governing  Law.  The  Plan  shall  be governed by and construed in
              --------------
accordance  with  the  laws  of  the  State  of  Georgia.

     12.6     Additional  Provisions  by  Committee.  The  Option  Agreements
              -------------------------------------
authorized  under the Plan may contain such other provisions, including, without
limitation,  restrictions upon the exercise of an Option, as the Committee shall
deem  advisable.  The  Restriction  Agreements  authorized  under  the  Plan may
contain  such other provisions, including, without limitation, restrictions upon
the  complete  ownership  of  Restricted  Stock,  as  the  Committee  shall deem
advisable.


                                       17
<PAGE>
     12.7     Plan  Document Controls.  In the event of any conflict between the
              -----------------------
provisions  of  an  Option  Agreement  and  the  Plan,  or between a Restriction
Agreement  and  the  Plan,  the  Plan  shall  control.

     12.8     Gender  and  Number.  Wherever  applicable,  the masculine pronoun
              -------------------
shall  include  the feminine pronoun, and the singular shall include the plural.

     12.9     Headings.  The titles in this Plan are inserted for convenience of
              --------
reference;  they  constitute no part of the Plan and are not to be considered in
the  construction  hereof.

     12.10     Legal  References.  Any references in this Plan to a provision of
               -----------------
law  which is, subsequent to the Effective Date of this Plan, revised, modified,
finalized  or  redesignated,  shall  automatically be deemed a reference to such
revised,  modified,  finalized  or  redesignated  provision  of  law.

     12.11     No  Rights  to Employment.  Nothing contained in the Plan, or any
               -------------------------
modification  thereof,  shall  be construed to give any individual any rights to
employment  with  the  Company  or  any  parent or subsidiary corporation of the
Company.

     12.12     Unfunded  Arrangement.  The  Plan shall not be funded, and except
               ---------------------
for reserving a sufficient number of authorized shares to the extent required by
law  to  meet the requirements of the Plan, the Company shall not be required to
establish  any  special  or  separate  fund  or to make any other segregation of
assets  to  assure  the  payment  of  any  grant  under  the  Plan.


          ADOPTED  BY  BOARD  OF  DIRECTORS  ON  FEBRUARY  17,  1994
          APPROVED  BY  SHAREHOLDERS  AS  OF  APRIL  20,  1994
          AMENDED  BY  BOARD  OF  DIRECTORS  ON  SEPTEMBER  18,  1997
          AMENDED  BY  BOARD  OF  DIRECTORS  ON  MARCH  30,  1998
          AMENDED  BY  SHAREHOLDERS  ON  MAY  13,  1998


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<PAGE>
</TEXT>
</DOCUMENT>
