2. The remaining paragraph references included in Section 1 are hereby amended
as appropriate to provide for the addition of the definitions of "Exchange
Agreement" and "Public Company Value."
3. Section 8.3 is amended and restated in it entirety as follows:
"8.3 Effect of Termination, Amendment or Modification of Plan.
Notwithstanding Sections 8.1 and 8.2, no termination, amendment or modification
of the Plan shall in any manner affect adversely any Option theretofore granted
under the Plan without the consent of the Optionee or a person who shall have
acquired the right to exercise the Option by will or the laws of descent or
The terms of the Plan shall remain in full force and effect without
modification or amendment except as expressly set forth herein.