COMERICA INC /NEW/
1986 IMPERIAL BANCORP STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>5
<FILENAME>k66465ex10-23.txt
<DESCRIPTION>1986 IMPERIAL BANCORP STOCK OPTION PLAN
<TEXT>
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                                                                 EXHIBIT   10.23

                                  AMENDMENT TO

                         1986 IMPERIAL STOCK OPTION PLAN

                                       OF

                                IMPERIAL BANCORP

The 1986 Imperial Stock Option Plan is amended to add a new Section 10.02,
Sections 9.01 (Option Rights upon Termination of Employment) and 10.01(Option
Rights Upon Death or Disability) are amended to be applicable to options granted
prior to January 30, 2001 and Section 17.01 (Tax Withholding) is amended in its
entirety. Accordingly, the new and amended Sections of the Plan shall read as
follows:

         "Section 9.01. OPTION RIGHTS UPON TERMINATION OF EMPLOYMENT.
(APPLICABLE TO ALL OPTIONS GRANTED PRIOR TO JANUARY 30, 2001) If an optionee
ceases to be an employee or a director of the Company or any of its subsidiary
corporations for any reason other than death or permanent and total disability,
the optionee's option shall immediately terminate; provided, however, that the
Plan Administrators, in their absolute discretion, may provide at the time of
the grant of an option that the option may be exercised (to the extent it
remains unexercised on the date of termination) at any time within a period of
up to ninety days following the date of termination, unless either the option or
the Plan otherwise provides for earlier termination. The transfer of an employee
from the employ of the Company to a subsidiary corporation, or vice versa, or
from one subsidiary corporation to another, shall not be deemed to constitute a
cessation of employment for purposes of this Plan.

         Section 10.01. OPTION RIGHTS UPON DEATH OR DISABILITY. (APPLICABLE TO
ALL OPTIONS GRANTED PRIOR TO JANUARY 30, 2001) Except as otherwise limited by
the Plan Administrators at the time of the grant of an option, if an optionee
dies or becomes permanently and totally disabled within the meeting of Section
105(d)(4) of the Code while an employee of or a director of the Company or any
of its subsidiary corporations, or dies within three months after ceasing to be
employee or director thereof, the optionee's option shall expire one year after
the date of death or the date of permanent and total disability, unless either
the option or the Plan otherwise provides for earlier termination. During this
one year (or shorter) period, the option may be exercised, to the extent that it
remains unexercised on the date of death or on the date of permanent and total
disability, by the optionee, if living, or by the person or persons to whom the
optionee's rights under the option shall pass by will or by the laws of descent
and distribution, but only to the extent that the optionee is entitled to
exercise the option at the date of death or date of permanent and total
disability, as the case may be.



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         Section 10.02. OPTION RIGHTS UPON A CHANGE IN EMPLOYMENT STATUS.
(APPLICABLE TO ALL OPTIONS GRANTED ON OR AFTER JANUARY 30, 2001)

                a.    Retirement. An optionee's Retirement shall not affect any
                      current options other than those granted in the calendar
                      year of retirement. All current options other than those
                      granted in the year of Retirement shall continue to vest
                      pursuant to the vesting schedule applicable to such
                      options and any vested option (including any ISO held by
                      an optionee who is not Disabled), held by such individual
                      shall continue to be in full force and effect, provided
                      the term of the option has not otherwise expired, for the
                      remainder of the term of the option. All options granted
                      in the year of retirement which have not otherwise vested
                      shall terminate upon the date of retirement.

                b.    Disability. Upon the cessation of the optionee's
                      employment due to disability, any option held by such
                      individual shall continue to be exercisable, provided the
                      term of the option has not otherwise expired, for a period
                      of three years subsequent to the date of cessation of the
                      optionee's employment (or, in the case of any ISO held by
                      an optionee who is disabled, for a period of one year
                      subsequent to such cessation date).

                c.    Termination of Employment. Upon the cessation of the
                      optionee's employment for any reason other than
                      retirement, disability or death, any option held by such
                      individual shall continue to be exercisable, provided the
                      term of the option has not otherwise expired, for a period
                      of ninety days after the date of termination of the
                      optionee's employment.

                d.    Death. Upon the optionee's death (whether during his or
                      her employment with the Company or an affiliate or during
                      any applicable post-termination exercise period), any
                      option held by such individual shall continue to be
                      exercisable by the beneficiary(ies) of the decedent,
                      provided the term of the option (as such term may have
                      been shortened due to the optionee's retirement,
                      disability or termination of employment for any other
                      reason) has not otherwise expired, for a period of one
                      year after the date of the optionee's death (or, in the
                      case of ISOs, for a period of three months after the
                      optionee's death).

                e.    Extension or Reduction of Exercise Period. In any of the
                      foregoing circumstances, the Committee may extend or
                      shorten the exercise period, but may not extend any such
                      period beyond the term of the Option as originally
                      established. Further, with respect to ISOs, as a condition
                      of any such extension, the holder shall be required to
                      deliver to the Company a release which provides that such
                      individual will hold the Company and/or affiliate harmless
                      with respect to any adverse tax consequences the
                      individual may suffer by reason of any such extension.

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         Section 17.01 WITHHOLDING OF TAXES. The Company will, if required by
applicable law, withhold the minimum statutory amount of Federal, state and/or
local withholding taxes in connection with the exercise or vesting of an
optionee. Unless otherwise provided in the applicable Agreement, each optionee
may satisfy any such tax withholding obligation by any of the following means,
or by a combination of such means: (i) a cash payment; (ii) by delivery to the
Company of already-owned shares which have been held by the individual for at
least six months having a fair market value, as of the tax withholding date,
sufficient to satisfy the amount of the withholding tax obligation arising from
an exercise or vesting of an optionee; (iii) by authorizing the Company to
withhold from the Shares otherwise issuable to the individual pursuant to the
exercise or vesting of an optionee, a number of shares having a fair market
value, as of the tax withholding date, which will satisfy the amount of the
withholding tax obligation; or (iv) by a combination of such methods of payment.
If the amount requested is not paid, the Company may refuse to satisfy the
Award."





















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                                  AMENDMENT TO

                           THE 1986 STOCK OPTION PLAN

                                       OF

                                IMPERIAL BANCORP

The 1986 Stock Option Plan of Imperial Bancorp is hereby amended as follows:

1.       All references in the plan to the "Company's common stock" shall mean
         "Comerica common stock".

2.       The maximum aggregate number of 5,365,016 authorized and unissued
         shares that may be optioned under sold under the Plan is hereby
         adjusted by the exchange ratio (.46) in the merger of Imperial with and
         into Comerica Holdings, Incorporated, a wholly-owned subsidiary of the
         Company so that the maximum aggregate number of authorized and unissued
         shares that may be optioned under sold under the Plan is 2,467,907.











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                             1986 STOCK OPTION PLAN

                                       OF

                                IMPERIAL BANCORP
              (MERGED INTO COMERICA HOLDINGS INCORPORATED IN 2001)

         Section 1.01 PURPOSE. The purpose of this 1986 Stock Option Plan of
Imperial Bancorp (the "Plan") is to promote the growth and general prosperity of
Imperial Bancorp, a California corporation (the "Company") and its subsidiary,
Imperial Bank, a California banking corporation (the "Bank"), by permitting the
Company to grant options to purchase shares of the Company's common stock
("shares"). The Plan is designed to help attract and retain superior personnel
for positions of substantial responsibility with the Company and the Bank and to
provide directors, officers and key employees with an additional incentive to
contribute to the success of the Company and the Bank. Options granted pursuant
to the provisions of the Plan may be either "incentive stock options," within
the meaning of Section 422A of the Internal Revenue Code of 1954, as amended
(the "Code"), or non-statutory stock options, as determined by the Plan
Administrators and set forth in the stock option agreements. Options granted
under this plan must be labeled either as an "incentive Stock Option" or a
"Non-Statutory Stock Option." As used in the Plan, the terms "parent
corporation" and "subsidiary corporation" shall have the meanings set forth in
subsections (e) and (f), respectively, of Section 425 of the Code.

         Section 2.01. ADMINISTRATION. The Plan shall be administered by the
Compensation Committee to whom administration of the Plan has been designated by
resolution of the Board of Directors, except as to options granted to members of
the Compensation Committee, in which case, the Board of Directors shall act as a
committee of the whole. The Compensation Committee shall consist of three
individuals who constitute (i) Outside Directors within the meaning of Internal
Revenue Code section 162 (m), and (ii) Disinterested Directors within the
meaning of Rule 16b of the Securities and Exchange Commission. No person who
serves on the Compensation Committee shall be eligible to receive incentive
stock options under the Plan. The members of the Compensation Committee are
herein referred to as the "Plan Administrators." Actions by the Plan
Administrators shall be taken by a majority vote or by unanimous written
consent. [As amended 1997]

         Section 2.02 AUTHORITY OF PLAN ADMINISTRATORS. Subject to the
provisions of the Plan, and with a view to effecting its purpose, the Plan
Administrators shall have sole authority, in their absolute discretion, (a) to
construe and interpret the Plan; (b) to define the terms used herein; (c) to
prescribe, amend, and rescind rules and regulations relating to the Plan; (d) to
determine the individuals to whom options to purchase shares shall be granted
under the Plan; (e) to determine the time or times at which options shall be
granted under the Plan; (f) to determine the number of shares subject to each
option, the option price, the time or times at which the option becomes
exercisable, and the duration of each option granted under the Plan; (g) to
determine all of the other terms and conditions of options granted under the
Plan, including any performance standards of the Company

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established as conditions to the exercise of options; and (h) to make all other
determinations necessary or advisable for the administration of the plan and do
everything necessary or appropriate to administer the Plan. All decisions,
determinations, and interpretations made by the Plan Administrators shall be
binding and conclusive on all participants in the Plan and on their legal
representatives, heirs and beneficiaries.

         Section 2.03. TERMS, CONDITIONS, AND METHOD OF GRANT. The terms and
conditions of options granted under the Plan may differ from one another as the
Plan Administrators, in their absolute discretion, shall determine as long as
all options granted under the Plan satisfy the requirements of the Plan.
Whenever the Plan Administrators shall designate an employee or other individual
to receive an option (the "optionee"), the Secretary or Assistant Secretary of
the Company shall forthwith send notice thereof to the optionee, stating the
number of shares covered by the option and the price per share. The date of
notice shall be the date of granting the option to the optionee for all purposes
of the Plan. The notice shall be accompanied by an option agreement (with a copy
of the Plan attached) to be signed by the Company and by the optionee, which
option agreement shall be in the form and shall contain such provisions
consistent with the Plan as the Plan Administrators, acting with the benefit of
legal counsel, shall consider advisable.

         Section 3.01. MAXIMUM NUMBER OF SHARES SUBJECT TO THE PLAN. Subject to
the provisions of Section 13.01(a), the maximum aggregate number of authorized
and unissued shares that may be optioned and sold under the Plan is 650,000
[5,365,016 as amended and adjusted for stock dividends] shares. If any of the
options granted under the Plan expire or terminate for any reason before they
have been exercised in full, the unpurchased shares subject to those expired or
terminated options shall again be available for the purposes of the Plan. The
maximum number of shares subject to options that may be granted to any
individual under the Plan shall not exceed 200,000 shares in any one year
period. [As amended 1997]

         Section 4.01. ELIGIBILITY AND PARTICIPATION. Only full-time, key
employees of the Company or the Bank shall be eligible for selection by the Plan
Administrators to receive incentive stock options and full-time, key employees
and directors of the Company or the Bank shall be eligible to receive
non-statutory stock options. For purposes of this Plan, the phrase "key
employees" shall include officers, department heads, division managers, other
employees having supervisory responsibilities, and those other employees as the
Plan Administrators may specifically designate from time to time.

         Section 5.01. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become
effective upon its adoption by the Board of Directors of the Company subject to
the receipt of the approval of the Plan required by Section 15.01. The Plan
shall become in effect for a term of 20 years, unless sooner terminated under
section 14.01. [As amended 1995]

         Section 5.02. DURATION OF OPTIONS. Each option and all rights
thereunder granted pursuant to the terms of the Plan shall expire on the date
determined by the Plan Administrators, but in no event shall any option granted
under the Plan expire later than the (10) years from the date on which

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the option is granted. In addition, each option shall be subject to early
termination as provided in the Plan. However, any non-statutory stock option
granted to a director of the Company or the Bank shall expire five (5) years
after the date of grant of such option.

         Section 5.03. PURCHASE PRICE. The purchase price for shares acquired
pursuant to the exercise (in whole or in part) of any incentive stock option
granted under this Plan shall be not less than 100% of the fair market value of
the shares at the time of the grant of the incentive stock option. The purchase
price for shares acquired pursuant to the exercise (in whole or in part) of any
non- statutory stock option granted under this Plan shall be not less than 100%
of the fair market value of the shares at the time of the grant of the
non-statutory stock option. Fair market value shall be determined by the Plan
Administrators on the basis of those factors they deem in good faith to be
appropriate; provided, however, that if at the time the determination is made
the shares are admitted to trading on a national securities exchange, the fair
market value of the shares shall be not less than the higher of (a) the mean
between the high bid and asked prices reported for the shares on that exchange
on the date or most recent trading day preceding the date on which the option is
granted, or (b) the last reported sale price reported for the shares on that
exchange on the date or most recent trading day preceding the date on which the
option is granted. The phrase "national securities exchange" shall include the
National Association of Securities Dealers Automated Quotation System and the
over-the-counter market.

         Section 5.04. TERM AND PURCHASE PRICE OF INCENTIVE STOCK OPTION GRANTED
TO MORE THAN 10% SHAREHOLDER. Notwithstanding anything to the contrary in
Sections 5.02 and 5.03, if an incentive stock option is to be granted to an
employee of the Company or the Bank who at the time the option is granted owns
(or under Section 425(d) of the Code is deemed to own) more than 10% of the
total combined voting power of all classes of stock of the Company or of any
parent corporation or subsidiary corporation of the Company, that option by its
terms shall not be exercisable after the expiration of five (5) years after the
date that option is granted, and the purchase price of the shares acquired
pursuant to the exercise (in whole or in part) of that option shall be at least
110% of the fair market value (as determined under Section 5.03 by the Plan
Administrators) of the shares subject to the option at the time the option is
granted.

         Section 5.05. MAXIMUM AMOUNT OF OPTIONS. The maximum aggregate fair
market value (determined as of the time the option is granted) of the shares for
which any employee of the Company or the Bank may be granted incentive stock
options in any calendar year under all stock option plans of the Company, or of
any parent corporation or subsidiary corporation of the Company, shall not
exceed $100,000 plus the amount of any "unused limit carryover" that may be
taken into account in that calendar year in accordance with the provisions of
Section 422A(c)(4) of the Code.

         Section 6.01. EXERCISE OF OPTIONS. Each option shall be exercisable in
one or more installments during its terms, and the right to exercise may be
cumulative as determined by the Plan Administrators. No option may be exercised
for a fraction of a share or other than on a business day of the Company. The
full purchase price of any shares purchased shall be paid (i) in cash or by

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certified or cashier's check payable to the order of the Company, or by a
combination of cash or certified or cashier's check, at the time of exercise of
the option, or (ii) at the discretion of the Plan Administrators and as
permitted by law, by delivering the Company's shares already owned by the
optionee or a combination of shares and cash or certified or cashiers checks.

         Section 6.02. WRITTEN NOTICE REQUIRED. Any option granted pursuant to
the terms of the Plan shall be considered exercised when written notice of that
exercise, together with the investment representation described in Section 7.01,
has been given to the Company at its principal executive office by the person
entitled to exercise the option and full payment for the shares with respect to
which the option is exercised has been received by the Company.

         Section 6.03.  [Deleted in 1987]

         Section 6.04. VESTING OF NON-STATUTORY STOCK OPTIONS. Non-statutory
stock options granted to directors of the Company or the Bank will vest as
follows: 100% on granting. [As amended 1989]

         Section 7.01. COMPLIANCE WITH STATE AND FEDERAL LAWS; DELIVERY OF
SHARES. No shares shall be issued with respect to any option granted under the
Plan unless the exercise of that option and the issuance and delivery of the
shares pursuant to that exercise shall comply with all relevant provisions of
state and federal laws, rules, and regulations, and the requirements of any
stock exchange upon which the shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to that
compliance. If any law, or any regulation of the Securities and Exchange
Commission, or of any other body having jurisdiction, shall require the Company
or the optionee to take any action in connection with the shares specified in
the optionee's notice, then the date for the delivery of the shares shall be
postponed until the completion of the necessary action. The Plan Administrators
shall require (to the extent required by or advisable under applicable laws,
rules, and regulations) an optionee to furnish evidence satisfactory to the
Company (including a written and signed representation letter and a consent to
be bound by any transfer restrictions imposed by laws, legend condition, or
otherwise) upon exercise of the option that the shares to be acquired are being
purchased only for investment and without any present intention to sell or
distribute the shares in violation of any law, rule, or regulation. Further,
each optionee shall consent to the imposition of a legend on the stock
certificate evidencing the shares subject to his or her option restricting their
transferability as required by or advisable under applicable laws, rules and
regulations.

         Section 8.01. EMPLOYMENT OF OPTIONEE. Each optionee, if requested by
the Plan Administrators, must agree in writing as a condition of the granting of
his or her incentive stock option, that he or she will remain in the employ of
the Company or any of its subsidiary corporations following the date of the
granting of that option for a period specified by the Plan Administrators, which
period shall in no event exceed three years. Nothing in the Plan or in any
option granted hereunder shall confer upon any optionee (i) any right to
continued employment by the Company or the Bank, or limit in any way the right
of the employer at any time to terminate or alter the terms

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of that employment or (ii) any right to sue the Company, or any subsidiary
corporation for any adverse tax consequences in connection with the grant or
exercise of any option or the disposition of any shares acquired pursuant to
this Plan.

         Section 9.01. OPTION RIGHTS UPON TERMINATION OF EMPLOYMENT. If an
optionee ceases to be an employee or a director of the Company or any of its
subsidiary corporations for any reason other than death or permanent and total
disability, the optionee's option shall immediately terminate; provided,
however, that the Plan Administrators, in their absolute discretion, may provide
at the time of the grant of an option that the option may be exercised (to the
extent it remains unexercised on the date of termination) at any time within a
period of up to ninety days following the date of termination, unless either the
option or the Plan otherwise provides for earlier termination. The transfer of
an employee from the employ of the Company to a subsidiary corporation, or vice
versa, or from one subsidiary corporation to another, shall not be deemed to
constitute a cessation of employment for purposes of this Plan.

         Section 10.01. OPTION RIGHTS UPON DEATH OR DISABILITY. Except as
otherwise limited by the Plan Administrators at the time of the grant of an
option, if an optionee dies or becomes permanently and totally disabled within
the meeting of Section 105(d)(4) of the Code while an employee of or a director
of the Company or any of its subsidiary corporations, or dies within three
months after ceasing to be employee or director thereof, the optionee's option
shall expire one year after the date of death or the date of permanent and total
disability, unless either the option or the Plan otherwise provides for earlier
termination. During this one year (or shorter) period, the option may be
exercised, to the extent that it remains unexercised on the date of death or on
the date of permanent and total disability, by the optionee, if living, or by
the person or persons to whom the optionee's rights under the option shall pass
by will or by the laws of descent and distribution, but only to the extent that
the optionee is entitled to exercise the option at the date of death or date of
permanent and total disability, as the case may be.

         Section 11.01. NO PRIVILEGES OF OWNERSHIP. Notwithstanding the exercise
of any option granted pursuant to the plan, no optionee shall have any of the
rights or privileges of a shareholder of the Company in respect of any shares
issuable upon the exercise of the option until the optionee becomes a
shareholder of record.

         Section 12.01. OPTIONS NOT TRANSFERABLE. Options granted pursuant to
the terms of the Plan, other than those to directors which may be assignable at
the director's request, may not be sold, pledged, assigned, or transferred in
any manner, other than by will or the laws of descent or distribution, and may
be exercised during the lifetime of an optionee only by that optionee.

         Section 13.01. ADJUSTMENT TO NUMBER AND PURCHASE PRICE; ACCELERATION OF
RIGHT TO EXERCISE OPTION; CANCELLATION OF OPTION. All options granted pursuant
to the Plan shall be adjusted, modified, or canceled in the manner prescribed by
this section.

         (a) If the outstanding shares of the Company are increased, decreased,
changed into, or

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exchanged for a different number or kind of shares or securities through merger,
consolidation, combination, exchange of shares, or other reorganization,
recapitalization, reclassification, stock dividend, stock split, or reverse
stock split, an appropriate and proportionate adjustment shall be made in the
maximum number and kind of shares of stock as to which options may be granted
under the Plan. A corresponding adjustment changing the number or kind of shares
of stock allocated to unexercised options or portions thereof that were granted
prior to any such change shall likewise be made. Any adjustments made pursuant
to this Section 13.01 in outstanding options shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the option,
but with a corresponding adjustment in the price for each share or other unit of
any security covered by the option. Notwithstanding the foregoing provisions,
there shall be no adjustment in the number of shares allocated to unexercised
options if the outstanding shares of the Company are increased through the
exchange of shares of common stock for outstanding shares of the Company's
redeemable preferred stock.

         (b) Upon the effective date of the dissolution or liquidation of the
Company, or of a reorganization, merger, or consolidation of the Company with
one or more other corporations in which the Company is not the surviving
corporation, or of the transfer of substantially all of the assets or shares of
the Company to another corporation, the Plan and any option theretofore granted
hereunder shall terminate. In the event of such dissolution, liquidation,
reorganization, merger, consolidation, transfer of assets, or transfer of stock,
each optionee (or that person's estate or a person who acquired the right to
exercise the option from the optionee by bequest of inheritance) shall be
entitled, prior to the effective date of the consummation of any such
transaction, to purchase, in whole or in part, the full number of shares under
the option or options granted to the optionee would otherwise have been entitled
to purchase during the remaining term of the option and without regard to any
otherwise applicable restrictions set forth in the option delaying the immediate
exercise of the option. To the extent that any such exercise relates to stock
that is not otherwise available for purchase through the exercise of the option
by the optionee at that time, the exercise pursuant to this Section 13.01(b)
shall be contingent upon the consummation of that dissolution, liquidation,
reorganization, merger, consolidation, sale, or transfer of assets or stock.

         (c) Notwithstanding the foregoing, in the event of a complete
liquidation of a subsidiary corporation, or in the event that such corporation
ceases to be a subsidiary corporation as that term is defined herein, any
unexercised options theretofore granted to an employee of the subsidiary
corporation shall be deemed canceled unless the employee shall become employed
by the Company or by any other subsidiary corporation on the occurrence of any
such event.

         Section 14.01. TERMINATION AND AMENDMENT OF PLAN. The Plan shall
terminate in 2006, and no options shall be granted under the Plan after that
date; provided, however, that termination of the Plan shall not terminate any
option granted prior thereto, and options granted prior to termination of the
Plan and existing at the time of termination of the Plan shall continue to be
subject to all the terms and conditions of the Plan as if the Plan had not
terminated. Subject to the limitation contained in Section 14.02, the Plan
Administrations may at any time amend or revise the terms of the Plan (including
the form and substance of the option agreements to be used hereunder), provided

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that no amendment or revision shall (a) increase the maximum aggregate number of
shares provided for in Section 3.01 that may be sold pursuant to options granted
under the Plan except as required under the provisions of Section 13.01(a), (b)
permit the granting of an option to anyone other than as provided in Section
4.01, (c) increase the maximum term provided for in Sections 5.02 and 5.04 of
any option, or (d) change the minimum purchase price for the shares under
Sections 5.03 and 5.04, unless approved by the unanimous written consent of the
shareholders, or by the affirmative vote, in person or by proxy, of a majority
of the outstanding voting stock of the Company at a duly held shareholder's
meeting. [As amended 1995]

         Section 14.02. PRIOR RIGHTS AND OBLIGATIONS. No amendment, suspension,
or termination of the Plan shall, without the consent of the optionee, alter or
impair any of that optionee's right or obligations under any option granted
under the Plan prior to that amendment, suspension, or termination.

         Section 15.01. APPROVAL OF SHAREHOLDERS. Within 12 months after its
adoption by the Board of Directors of the Company, the Plan must be approved by
the unanimous written consent of the shareholders, or by the affirmative vote,
in person or by proxy, of a majority of the outstanding voting stock of the
Company at a duly held shareholders' meeting. Options may be granted under the
Plan prior to obtaining shareholder approval, but those options shall be
contingent upon shareholder approval being obtained and may not be exercised
prior to the receipt of shareholder approval.

         Section 16.01. RESERVATION OF SHARES. During the term of the Plan, the
Company will at all times reserve and keep available such number of shares as
shall be sufficient to satisfy the requirements of the Plan. In addition, the
Company will from time to time, as is necessary to accomplish the purposes of
the Plan, seek to obtain from any regulatory agency having jurisdiction any
requisite authority in order to grant options under the Plan and to issue and
sell shares hereunder.

         Section 17.01. TAX WITHHOLDING. The Company may make such provisions as
it may deem appropriate for the withholding of any state or federal taxes which
the Company determines is advisable to withhold in connection with any option or
any other right, payment or settlement made under this Plan. The exercise of the
option shall not be effective unless such withholding shall have been effected
or obtained in a manner acceptable to the Company.

         Section 18.01 SECTIONS-HEADINGS. The headings of the sections of the
Plan are for convenience only and shall not be considered or referred to in
resolving questions of interpretation. References to "Section" that are not
followed by a section number and the phrase "of the Code" are references to
sections of the Plan.

         Section 19.01. ADOPTION. The Plan was adopted by a resolution duly
adopted by the Board of Directors of the Company on June 19, 1986. Approved by
Shareholder 1987. Amended 1987, 1988, 1989, 1990, 1992, 1993, 1995, 1996, 1997
and 1999.


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