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                                                                    EXHIBIT (99)
                                   ONEOK INC.
                             KEY EMPLOYEE STOCK PLAN

1.    PURPOSES.

      The purposes of this Plan are (a) to provide competitive incentives that
      will enable the Company to attract, retain, motivate, and reward Key
      Employees, and (b) to give the Company's Key Employees an interest
      parallel to the interests of the Company's shareholders generally.

2.    DEFINITIONS.

      Unless otherwise required by the context, the following terms, when used
      in this Plan, shall have the meanings set forth in this Section 2.

      (a)   "Beneficiary" means a person or entity (including a trust or
            estate), designated in writing by a Participant on such forms and in
            accordance with such terms and conditions as the Committee may
            prescribe, to whom the Participant's rights under the Plan shall
            pass in the event of the death of the Participant.

      (b)   "Board" or "Board of Directors" means the Board of Directors of the
            Company, as constituted from time to time.

      (c)   "Change in Control" means any of the following:

            (i)   any person (as such term is used in Sections 13(d) and
                  14(d)(2) of the Exchange Act), other than the Company, a
                  Subsidiary, an employee benefit plan of the Company or a
                  Subsidiary, or any person acting on behalf of the Company or a
                  Subsidiary in a distribution of stock to the public, becomes
                  the beneficial owner (as defined in Rule 13d-3 under the
                  Exchange Act), directly or indirectly, of securities of the
                  Company representing more than twenty percent of the combined
                  voting power of the Company's then outstanding securities;

            (ii)  shareholders of the Company approve (A) an agreement for the
                  sale or disposition of all or substantially all of the
                  Company's assets to an entity which is not a Subsidiary or
                  owned by shareholders of the Company in substantially the same
                  proportions as their ownership of Common Stock, (B) a plan of
                  complete liquidation, or (C) a consolidation or merger of the
                  Company in which the Company is not the continuing or
                  surviving corporation or pursuant to which shares of Common
                  Stock would be converted into cash, securities or other
                  property, other than a merger in which the holders of Common
                  Stock immediately prior to the merger will have substantially
                  the same proportionate

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                  ownership of common stock of the surviving corporation
                  immediately after the merger; or

            (iii) the persons who were members of the Board of Directors
                  immediately before a tender or exchange offer by any person
                  other than the Company or a Subsidiary, or before a merger,
                  consolidation, or contested election, or before any
                  combination of such transactions, cease to constitute a
                  majority of the Board of Directors as a result of such
                  transaction or transactions.

      (d)   "Code" means the Internal Revenue Code of 1986, as amended and in
            effect from time to time. References to a particular section of the
            Code shall include references to any related Treasury Regulations
            and to successor provisions.

      (e)   "Committee" means the Committee appointed by the Board of Directors
            to administer the Plan pursuant to the provisions of section 10(a)
            below.

      (f)   "Common Stock" means common stock, without par value, of the
            Company.

      (g)   "Company" means ONEOK Inc., a Delaware corporation its successors
            and assigns.

      (h)   "Exchange Act" means the Securities Exchange Act of 1934, as amended
            from time to time.

      (i)   "Fair Market Value" on a particular date means the average of the
            high and low sale prices of a share of Common Stock in consolidated
            trading on the date in question as reported by The Wall Street
            Journal or another reputable source designated by the Committee;
            provided that if there were no sales on such date reported as
            provided above, the respective prices on the most recent prior day
            for which a sale was so reported. In the case of an Incentive Stock
            Option, if the foregoing method of determining fair market value
            should be inconsistent with section 422 of the Code, "Fair Market
            Value" shall be determined by the Committee in a manner consistent
            with such section of the Code and shall mean the value as so
            determined.

      (j)   "General Counsel" means the General Counsel of the Company serving
            from time to time.

      (k)   "Incentive Stock Option" means an option, including an Option as the
            context may require, intended to qualify for the tax treatment
            applicable to incentive stock options under section 422 of the Code.

      (l)   "Key Employee" means an employee of the Company or a Subsidiary,
            including an officer or director who is such an employee, who the
            Committee determines is in a position to contribute significantly to
            the growth and profitability of, or to perform

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            services of major importance to, the Company and its Subsidiaries.

      (m)   "Non-Statutory Stock Option" means an option, including an Option as
            the context may require, which is not intended to qualify for the
            tax treatment applicable to incentive stock options under section
            422 of the Code.

      (n)   "Option" means an option granted under this Plan to purchase shares
            of Common Stock. Options may be Incentive Stock Options or
            Non-Statutory Stock Options.

      (o)   "Participant" means a Key Employee who has been granted a Stock
            Incentive.

      (p)   "Performance Unit Award" means an amount of cash or shares of Common
            Stock or a combination of each, that will be distributed in the
            future if continued employment and/or other performance objectives
            or contingencies specified by the Committee are attained. Such other
            performance objectives may include, without limitation, corporate,
            divisional or business unit financial or operating performance
            measures and such other contingencies may include the Participant's
            depositing with the Company, acquiring or retaining for stipulation
            time periods specified amounts of Common Stock. The amount of the
            award may but need not be determined by reference to the market
            value of Common Stock.

      (q)   "Plan" means the ONEOK Inc. Key Employee Stock Plan set forth in
            these pages, as amended from time to time.

      (r)   "Restricted Stock Award" means shares of Common Stock which are
            issued or transferred to a Participant under Section 5 below and
            which will become free of restrictions specified by the Committee if
            continued employment and/or other performance objectives or
            contingencies specified by the Committee are attained. Such other
            performance objectives may include, without limitation, corporate,
            divisional or business unit financial or operating performance
            measures and such other contingencies may include the Participant's
            depositing with the Company, acquiring or retaining for stipulated
            time periods specified amounts of Common Stock.

      (s)   "SEC Rule 16b-3" means Rule 16b-3 of the Securities and Exchange
            Commission promulgated under the Exchange Act, as such rule or any
            successor rule may be in effect from time to time.

      (t)   "Section 16 Person" means a person subject to Section 16(b) of the
            Exchange Act with respect to transactions involving equity
            securities of the Company.

      (u)   "Stock Bonus Award" means an amount of cash or shares of Common
            Stock which is distributed to a Participant or which the Committee
            agrees to distribute in the future


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            to a Participant in lieu of, or as a supplement to, any other
            compensation that may have been earned by services rendered prior to
            the date the distribution is made. The amount of the award may but
            need not be determined by reference to the market value of Common
            Stock. Performance Unit Awards and Restricted Stock Awards are
            specific types of Stock Bonus Awards.

      (v)   "Stock Incentive" means an award granted under this Plan in one of
            the forms provided for in Section 3.

      (w)   "Subsidiary" means a corporation or other form of business
            association of which shares (or other ownership interest) having
            more than 50 percent of the voting power are or in the future become
            owned or controlled, directly or indirectly, by the Company;
            provided, however, that in the case of an Incentive Stock Option,
            the term "Subsidiary" shall mean a Subsidiary (as defined by the
            preceding clause) which is also a "subsidiary corporation" as
            defined in Section 424(f) of the Code.

3.  GRANTS OF STOCK INCENTIVES

      (a)   Subject to the provisions of the Plan, the Committee may at any
            time, or from time to time, grant Key Employees Stock Bonus Awards,
            which may but need not be Performance Unit Awards or Restricted
            Stock Awards, and/or Options, which may be Incentive Stock Options
            or Non-Statutory Stock Options.

      (b)   After a Stock Incentive has been granted,

            (i)   the Committee may waive any term or condition thereof that
                  could have been excluded from such Stock Incentive when it was
                  granted, and

            (ii)  with the written consent of the affected Participant, may
                  amend any Stock Incentive after it has been granted to include
                  (or exclude) any provision which could have been included in
                  (or excluded from) such Stock Incentive when it was granted,

            and no additional consideration need be received by the Company in
            exchange for such waiver or amendment.

4.    STOCK SUBJECT TO THE PLAN

      (a)   Subject to the provisions below of paragraph 4(c) and of Section 8,
            the maximum number of shares of Common Stock which may be issued or
            transferred pursuant to Stock Incentives is 1,000,000 shares of
            Common Stock and the maximum number of shares of Common Stock with
            respect to which Options or other Stock Incentives may be granted to
            any employee during the period (specified in Section 9 below) in


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            which Stock Incentives may be granted under the Plan is 250,000
            shares of Common Stock.

      (b)   Such shares may be authorized but unissued shares of Common Stock,
            shares of Common Stock held in treasury, whether acquired by the
            Company specifically for use under this Plan or otherwise, or shares
            issued or transferred to, or otherwise acquired by, a trust pursuant
            to paragraph 11(d) below, as the Committee may from time to time
            determine, provided, however, that any shares acquired or held by
            the Company for the purposes of this Plan shall, unless and until
            issued or transferred to a trust pursuant to paragraph 11(d) below
            or to a Participant in accordance with the terms and conditions of a
            Stock Incentive, be and at all times remain authorized but unissued
            shares or treasury shares (as the case may be), irrespective of
            whether such shares are entered in a special account for purposes of
            this Plan, and shall be available for any corporate purpose.

      (c)   If any shares of Common Stock subject to a Stock Incentive shall not
            be issued or transferred to a Participant and shall cease to be
            issuable or transferable to a Participant because of the
            termination, expiration or cancellation, in whole or in part, of
            such Stock Incentive or for any other reason, or if any such shares
            shall, after issuance or transfer, be reacquired by the Company
            because of the Participant's failure to comply with the terms and
            conditions of a Stock Incentive or for any other reason, the shares
            not so issued or transferred, or the shares so reacquired by the
            Company, as the case may be, shall no longer be charged against the
            limitations provided for in paragraph (a) above of this Section 4
            and may again be made subject to Stock Incentives; provided that the
            number of shares not so issued or transferred and any such
            reacquired shares may again be made subject to Stock Incentives for
            Section 16 Persons only if the General Counsel determines that doing
            so would not jeopardize any exemption from Section 16 of the
            Exchange Act (including without limitation SEC Rule 16b-3) for which
            the Company intends Section 16 Persons to qualify. If a Participant
            pays the purchase price of shares subject to an Option by
            surrendering shares of Common Stock in accordance with the
            provisions of paragraph 6(b)(iv) below, the number of shares
            surrendered shall be added back to the number of shares available
            for issuance or transfer under the Plan so that the maximum number
            of shares that may be issued or transferred under the Plan pursuant
            to paragraph 4(a) above shall have been charged only for the net
            number of shares issued or transferred pursuant to the Option
            exercise.

5.    STOCK BONUS AWARDS, PERFORMANCE UNIT AWARDS AND RESTRICTED STOCK AWARDS

      Stock Bonus Awards, Performance Unit Awards and Restricted Stock Awards
      shall be subject to the following provisions:

      (a)   A Key Employee may be granted a Stock Bonus Awards, Performance Unit
            Award


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            or Restricted Stock Award whether or not he or she is eligible to
            receive similar or dissimilar incentive compensation under any other
            plan or arrangement of the Company.

      (b)   Shares of Common Stock subject to a Stock Bonus Award may be issued
            or transferred to a Participant at the time such Award is granted,
            or at any time subsequent thereto, or in installments from time to
            time, and subject to such terms and conditions, as the Committee
            shall determine. In the event that any such issuance or transfer
            shall not be made to the Participant at the time such Award is
            granted, the Committee may but need not provide for payment to such
            Participant, either in cash or shares of Common Stock, from time to
            time or at the time or times such shares shall be issued or
            transferred to such Participant, of amounts not exceeding the
            dividends which would have been payable to such Participant in
            respect of such shares (as adjusted under Section 8) if such shares
            had been issued or transferred to such Participant at the time such
            Award was granted.

      (c)   Any Stock Bonus Award, Performance Unit Award or Restricted Stock
            Award may, in the discretion of the Committee, be settled in cash,
            on each date on which shares would otherwise have been delivered or
            become unrestricted, in an amount equal to the Fair Market Value on
            such date of the shares which would otherwise have been delivered or
            become unrestricted; and the number of shares for which such cash
            payment is made shall be added back to the maximum number of shares
            available for use under the Plan, provided that the number of shares
            for which such cash payment is made may be made subject to Stock
            Incentives for Section 16 Persons only if the General Counsel
            determines that doing so would not jeopardize any exemption from
            Section 16 of the Exchange Act (including without limitation SEC
            Rule 16b-3) for which the Company intends Section 16 Persons to
            qualify.

      (d)   Stock Bonus Awards, Performance Unit Awards and Restricted Stock
            Awards shall be subject to such terms and conditions, including,
            without limitation, restrictions on the sale or other disposition of
            the shares issued or transferred pursuant to such Award, and
            conditions calling for forfeiture of the Award or the shares issued
            or transferred pursuant thereto in designated circumstances, as the
            Committee shall determine; provided however, that upon the issuance
            or transfer of shares to a Participant pursuant to any such Award,
            the recipient shall, with respect to such shares, be and become a
            shareholder of the Company fully entitled to receive dividends, to
            vote and to exercise all other rights of a shareholder except to the
            extent otherwise provided in the Award. All or any portion of a
            Stock Bonus Award may but need not be made in the form of a
            Performance Unit Award or a Restricted Stock Award.

      (e)   Each Stock Bonus Award, Performance unit Award and Restricted Stock
            Award shall be evidenced by a written instrument in such form as the
            Committee shall determine,


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            signed by an officer of the Company duly authorized to do so,
            provided that such instrument is consistent with this Plan and
            incorporates it by reference.

6.    OPTIONS.

      Options shall be subject to the following provisions:

      (a)   Subject to the provisions of Section 8, the purchase price per share
            shall be, in the case of an Incentive Stock Option, not less than
            100 percent of the Fair Market Value of a share of Common Stock on
            the date the Incentive Stock Option is granted (or in the case of
            any optionee who, at the time such Incentive Stock Option is
            granted, owns stock possessing more than 10 percent of the total
            combined voting power of all classes of stock of his or her employer
            corporation or of its parent or subsidiary corporation, not less
            than 110 percent of the Fair Market Value of a share of Common Stock
            on the date the Incentive Stock Option is granted) and, in the case
            of a Non-Statutory Stock Option, not less than the par value (if
            any) of a share of Common Stock on the date the Non-Statutory Stock
            Option is granted. A Non- Statutory Stock Option may (but need not)
            entitle the Participant to purchase shares of Common Stock at any
            fixed discount specified by the Committee from Fair Market Value on
            the date of purchase. Subject to the foregoing limitations, the
            purchase price per share may, if the Committee so provides at the
            time of grant of an Option, be indexed to the increase or decrease
            in an index specified by the Committee.

      (b)   The purchase price of shares subject to an Option may be paid in
            whole or in part (i) in cash, (ii) by bank-certified, cashier's or
            personal check subject to collection, (iii) if so provided in the
            Option and subject to such terms and conditions as the Committee may
            impose, by delivering to the Company a properly executed exercise
            notice together with a copy of irrevocable instructions to a
            stockbroker to sell immediately some or all of the shares acquired
            by exercise of the Option and to deliver promptly to the Company an
            amount of sale proceeds (or, in lieu of or pending a sale, loan
            proceeds) sufficient to pay the purchase price, or (iv) if so
            provided in the Option and subject to such terms and conditions as
            are specified in the Option, in shares of Common Stock or other
            property surrendered to the Company. Property for purposes of this
            paragraph shall include an obligation of the Company unless
            prohibited by applicable law. Shares of Common Stock thus
            surrendered shall be valued at their Fair Market Value on the date
            of exercise. Any such other property thus surrendered shall be
            valued at its fair market value on any reasonable basis established
            or approved by the Committee. If so provided in the Option and
            subject to such terms and conditions as are specified in the Option,
            in lieu of the foregoing methods of payment, any portion of the
            purchase price of the shares to be issued or transferred may be paid
            by a promissory note secured by pledge of the purchased shares in
            such form and containing such provisions (which may but need not
            provide for interest and for payment of the note at the election of
            the Participant in cash or in

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            shares of Common Stock or other property surrendered to the Company)
            as the Committee may approve; provided that (A) if the Committee
            permits any such note to be paid by surrender of shares of Common
            Stock, such shares shall be valued at their Fair Market Value on the
            date of such surrender, and (B) if the Committee permits any such
            note to be paid by surrender of other property, such other property
            shall be valued at its fair market value on any reasonable basis
            established or approved by the Committee, and (C) in the case of an
            Incentive Stock Option, any such note shall bear interest at the
            minimum rate required to avoid imputation of interest under federal
            income tax laws applicable at the time of exercise and (D) any such
            note shall mature in ten years or such lesser period as may be
            specified by the Committee.

      (c)   Options may be granted for such lawful consideration, including
            money or other property, tangible or intangible, or labor or
            services received or to be received by the Company, as the Committee
            may determine when the Option is granted. Property for purposes of
            the preceding sentence shall include an obligation of the Company
            unless prohibited by applicable law. Subject to the foregoing and
            the other provisions of this Section 6, each Option may be
            exercisable in full at the time of grant or may become exercisable
            in one or more installments, at such time or times and subject to
            satisfaction of such terms and conditions as the Committee may
            determine. The Committee may at any time accelerate the date on
            which an Option becomes exercisable, and no additional consideration
            need be received by the Company in exchange for such acceleration.
            Unless otherwise provided in the Option, an Option, to the extent it
            becomes exercisable, may be exercised at any time in whole or in
            part until the expiration or termination of the Option.

      (d)   Each Option shall be exercisable during the life of the optionee
            only by him or her or his or her guardian or legal representative,
            and after the death only by his or her Beneficiary or, absent a
            Beneficiary, by his or her estate or by a person who acquired the
            right to exercise the Option by will or the laws of decent and
            distribution; provided that an Option of a Section 16 Person and any
            Incentive Stock Option may be exercisable after death by a
            Beneficiary only if such exercise would be, in the opinion of the
            General Counsel, permissible under and consistent with SEC Rule
            16b-3 or Section 422 of the Code, as the case may be. Each Option
            shall expire at such time or times as the Committee may determine,
            provided that notwithstanding any other provision of this Plan, (i)
            no Option shall be exercisable after the tenth anniversary of the
            date the Option was granted, and (ii) no Incentive Stock Option
            which is granted to any optionee who, at the time such Option is
            granted, owns stock possessing more than 10 percent of the total
            combined voting power of all classes of stock of his or her employer
            corporation or of its parent or subsidiary corporation, shall be
            exercisable after the expiration of five (5) years from the date
            such Option is granted. If an Option is granted for a term of less
            than ten years, the Committee may, at any time prior to the
            expiration of the Option, extend its term for a period ending not
            later than on the tenth anniversary of the date the Option was
            granted, and

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            no additional consideration need be received by the Company in
            exchange for such extension. The Committee may but need not provide
            for an Option to be exercisable after termination of employment
            until its fixed expiration date (or until an earlier date or
            specified event occurs).

      (e)   An Option may, but need not, be an Incentive Stock Option. All
            shares of Common Stock which may be made subject to Stock Incentives
            under this Plan may be made subject to Incentive Stock Options;
            provided that the aggregate Fair Market Value (determined as of the
            time the Option is granted) of the stock with respect to which
            Incentive Stock Options may be exercisable for the first time by any
            Key Employee during any calendar year (under all plans, including
            this Plan, of his or her employer corporation and its parent and
            subsidiary corporations) shall not exceed $100,000 or such other
            amount as may apply under the Code.

      (f)   Each Option shall be evidenced by a written instrument, signed by an
            officer of the Company duly authorized to do so, which shall contain
            such terms and conditions, and shall be in such form, as the
            Committee shall determine, provided the instrument is consistent
            with this Plan and incorporates it by reference. An Option, if so
            approved by the Committee, may include terms, conditions,
            restrictions and limitations in addition to those provided for in
            this Plan including, without limitation, terms and conditions
            providing for the transfer or issuance of shares, on exercise of an
            Option, which may be non-transferable and forfeitable to the Company
            in designated circumstances.

      (g)   The Committee may specify, at the time of grant of an Incentive
            Stock Option or, with respect to a No-Statutory Stock Option, at or
            after the time of grant, that a Participant shall be granted a
            Non-Statutory Stock Option (a "Restored Option") if and when (i)
            such Participant exercise all or part of an Option, including a
            previously granted Restored Option, (an "Original Option") by
            surrendering shares of Common Stock already owned by him or her in
            full or partial payment of the Option price under such Original
            Option and/or (ii) shares of Common Stock are surrendered or
            withheld to satisfy tax obligations incident to the exercise of such
            Original Option. All Restored Options shall be subject to the
            availability of shares of Common Stock under the Plan at the time of
            such exercise. A Restored Option shall cover a number of shares of
            Common Stock not greater than the number of shares of Common Stock
            surrendered in payment of the option price under such Original
            Option and/or used to satisfy any tax obligation incident to the
            exercise of such Original Option. Each Restored Option shall have an
            option price equal to the Fair Market Value of the Common Stock on
            the date of grant of the Restored Option and shall expire on the
            stated expiration date of the Original Option. The date of grant of
            a Restored Option shall be the date on which the exercise of the
            Original Option or a previously granted Restored Option resulted in
            the grant of such Restored Option. A Restored Option shall be
            exercisable at any time and from time to time from or after the date
            of grant

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            of the Restored Option (or as the Committee in its sole discretion
            shall otherwise specify in the written instrument evidencing the
            Restored Option). The written instrument evidencing a Restored
            Option shall contain such other terms and conditions, which may
            include a restriction on the transferability of the Common Stock
            received upon the exercise of the Original Option or Restored
            Option, as the Committee in its sole discretion may deem desirable.

      (h)   No Participant shall make any elective contribution or employee
            contribution to the Plan (within the meaning of Treasury Regulation
            Section 1.401(k)-1(d)(2)(iv)(B)(4) during the balance of the
            calendar year after the Participant's receipt of a hardship
            distribution from a plan of the Company or a related party within
            the provisions of Code Sections 414(b), (c), (m) or (o) containing a
            cash or deferred arrangement under Section 401(k) of the Code, or
            during the following calendar year. The preceding sentence shall not
            apply if and to the extend that the General Counsel determines it is
            not necessary to qualify any such plan as a cash or deferred
            arrangement under Section 401(k) of the Code.

      (i)   No Option shall be exercisable unless and until the Company (i)
            obtains the approval of all regulatory bodies whose approval the
            General Counsel may deem necessary or desirable, and (ii) complies
            with all legal requirements deemed applicable by the General
            Counsel.

      (j)   An Option shall be considered exercised if and when written notice,
            signed by the person exercising the Option and stating the number of
            shares with respect to which the Option is being exercised, is
            received by the Secretary on a properly completed form approved for
            this purpose by the Committee, accompanied by full payment of the
            Option exercise price in one or more of the forms authorized by the
            Committee and described in Section 6(b) above for the number of
            shares to be purchased. No Option may at any time be exercised with
            respect to a fractional share.

7.    CERTAIN CHANGE IN CONTROL, TERMINATION OF EMPLOYMENT AND DISABILITY
      PROVISIONS.

      Notwithstanding any provision of the Plan to the contrary, any Stock
      Incentive which is outstanding but not yet exercisable, vested or payable
      at the time of a Change in Control shall become exercisable, vested and
      payable at that time; provided that if such Change in Control occurs less
      than six months after the date on which such Stock Incentive was granted
      and if the consideration for which such Stock Incentive was granted
      consisted in whole or in part of future services, then such Stock
      Incentive shall become exercisable, vested and payable at the time of such
      Change in Control only if the Participant agrees in writing (if requested
      to do so by the Committee in writing) to remain in the employe of the
      Company or a Subsidiary at least through the date which is six months
      after the date such Stock Incentive was granted with substantially the
      same title, duties, authority, reporting relationships and compensation as
      on the day immediately preceding the Change

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      in Control. Any Option affected by the preceding sentence shall remain
      exercisable until it expires or terminates pursuant to its terms and
      conditions. Subject to the foregoing provisions of this Section 7, the
      Committee may at any time, and subject to such terms and conditions as it
      may impose:

      (a)   authorize the holder of an Option to exercise the Option following
            the termination of the Participant's employment with the Company and
            its Subsidiaries, or following the Participant disability, whether
            or not the Option would otherwise be exercisable following such
            event, provided that in no event may an Option be exercised after
            the expiration of its term;

      (b)   grant Options which become exercisable only in the event of a Change
            in Control;

      (c)   authorize a Stock Bonus Award, Performance Unit Award or Restricted
            Stock Award to become non-forfeitable, fully earned and payable upon
            or following (i) the termination of the Participant's employment
            with the Company and its Subsidiaries, or (ii) the Participant's
            disability, whether or not the Award would otherwise become
            non-forfeitable, fully earned and payable upon or following such
            event;

      (d)   grant Stock Bonus Awards, Performance Unit Awards and Restricted
            Stock Awards which become non-forfeitable, fully earned and payable
            only in the event of a Change in Control; and

      (e)   provide in advance or at the time of Change in Control for cash to
            be paid in settlement of any Option, Stock Bonus Award, Performance
            Unit Award or Restricted Stock Award in the event of a Change in
            Control, either at the election of the Participant or at the
            election of the Committee.

8.    ADJUSTMENT PROVISIONS.

      In the event that any recapitalization, or reclassification, split-up or
      consolidation of shares of Common Stock shall be effected, or the
      outstanding shares of Common Stock shall be, in connection with a merger
      or consolidation of the Company or a sale by the Company of all or a part
      of its assets, exchanged for a different number or class of shares of
      stock or other securities or property of the Company or any other entity
      or person, or a record date for determination of holders of Common Stock
      entitled to receive a dividend or other distribution payable in Common
      Stock or other property (other than normal cash dividends) shall occur,
      (a) the number and class of shares or other securities or property that
      may be issued or transferred pursuant to Stock Incentives thereafter
      granted or that may be optioned or awarded under the Plan to any
      Participant, (b) the number and class of shares or other securities or
      property that may be issued or transferred under outstanding Stock
      Incentives, (c) the purchase price to be paid per share under outstanding
      and future Stock Incentives, and (d) the price to be paid per share by the
      Company or a

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      Subsidiary for shares or other securities or property issued or
      transferred pursuant to Stock Incentives which are subject to a right of
      the Company or a Subsidiary to reacquire such shares or other securities
      or property, shall in each case be equitably adjusted; provided that with
      respect to Incentive Stock Options any such adjustments shall comply with
      Sections 422 and 424 of the Code.

9.    EFFECTIVE DATE AND DURATION OF PLAN.

      The Plan shall be effective when it is approved by the Board of Directors,
      provided that the shareholders of the Company thereafter approve it within
      one year of that date. If the Plan is not so approved by shareholders, the
      Plan (and any Stock Incentive granted thereunder) shall be null, void and
      of no force or effect. If so approved, the Plan shall remain in effect,
      and Stock Incentives may be granted, until Stock Incentives have been
      granted with respect to all shares authorized to be issued or transferred
      hereunder or until the Plan is sooner terminated by the Board of
      Directors, and shall continue in effect thereafter with respect to any
      Stock Incentives outstanding at that time. In no event shall an Incentive
      Stock Option be granted under the Plan more than ten (10) years from the
      date the Plan is adopted by the Board, or the date the Plan is approved by
      the shareholders of the Company, whichever is earlier.

10.  ADMINISTRATION.

      (a)   The Plan shall be administered by a committee of the Board
            consisting of two or more directors appointed from time to time by
            the Board. No person shall be appointed to or shall serve as a
            member of such committee unless at the time of such appointment and
            service he or she shall be a "Non-Employee Director," as defined in
            SEC Rule 16b-3. Unless the Board determines otherwise, the Committee
            shall be comprised solely of "outside directors" within the meaning
            of Section 162(m)(4)(C)(i) of the Code.

      (b)   The Committee may establish such rules and regulations, not
            inconsistent with the provisions of the Plan, as it may deem
            necessary for the proper administration of the Plan, and may amend
            or revoke any rule or regulation so established. The Committee
            shall, subject to the provisions of the Plan, have full power to
            interpret, administer and construe the Plan and any instruments
            issued under the Plan and full authority to make all determinations
            and decisions thereunder including without limitation the authority
            to (i) select the Participants in the Plan, (ii) determine when
            Stock Incentives shall be granted, (iii) determine the number of
            shares to be made subject to each Stock Incentive, (iv) determine
            the type of Stock Incentive to grant, and (v) determine the terms
            and conditions of each Stock Incentive, including the exercise
            price, in the case of an Option, and (vi) approve any transaction
            involving a Stock Incentive for a Section 16 Person (other than a
            "Discretionary Transaction" as defined in SEC Rule 16b-3) so as to
            exempt such transaction under SEC Rule 16b-3;

<PAGE>   13

            provided, that any transaction under the Plan involving a Section 16
            Person also may be approved by the Board of Directors, or may be
            approved or ratified by the stockholders of the Company, in the
            manner that exempts such transaction under SEC Rule 16b-3. The
            interpretation by the Committee of the terms and provisions of the
            Plan and any instrument issued thereunder, and its administration
            thereof, and all action taken by the Committee, shall be final,
            binding, and conclusive on the Company, its stockholders,
            Subsidiaries, all Participants and employees, and upon their
            respective Beneficiaries, successors and assigns, and upon all other
            persons claiming under or through any of them.

      (c)   Members of the Board of Directors and members of the Committee
            acting under this Plan shall be fully protected in relying in good
            faith upon the advice of counsel and shall incur no liability except
            for gross or willful misconduct in the performance of their duties.

11.   GENERAL PROVISIONS.

      (a)   Any provision of the Plan to the contrary notwithstanding, any Stock
            Incentive issued under the Plan, including without limitation any
            Option, shall not be transferable by the Participant other than by
            will or the laws of descent and distribution or to a Beneficiary
            designated by the Participant, unless the instrument evidencing the
            Stock Incentive expressly so provides (or is amended to so provide);
            and any purported transfer of an Incentive Stock Option to a
            Beneficiary, shall be effective only if such transfer is, in the
            opinion of the General Counsel, permissible under and consistent
            with SEC Rule 16b-3 or Section 422 of the Code, as the case may be.
            Notwithstanding the foregoing, a Participant may transfer any Stock
            Incentive granted under this Plan, other than an Incentive Stock
            Option, to members of his or her immediate family (defined as his or
            her children, grandchildren and spouse) or to one or more trusts for
            the benefit of such family members or partnerships in which such
            family members are the only partners if (and only if) the instrument
            evidencing such Stock Incentive expressly so provides (or is amended
            to so provide) and the Participant does not receive any
            consideration for the transfer; provided that any such transferred
            Stock Incentive shall continue to be subject to the same terms and
            conditions that were applicable to such Stock Incentive immediately
            prior to its transfer (except that such transferred Stock Incentive
            shall not be further transferable by the transferee inter vivos) and
            provided, further, that the foregoing provisions of this sentence 
            shall apply to Section 16 Persons only if the General Counsel 
            determines that doing so would not jeopardize any exemption from 
            Section 16 of the Exchange Act (including without limitation
            SEC Rule 16b-3) for which the Company intends Section 16 Persons to
            qualify.

      (b)   Nothing in this Plan or in any instrument executed pursuant hereto
            shall confer upon any person any right to continue in the employment
            of the Company or a Subsidiary,

<PAGE>   14

            or shall affect the right of the Company or a Subsidiary to
            terminate the employment of any person at any time with or without
            cause.

      (c)   No shares of Common Stock shall be issued or transferred pursuant to
            a Stock Incentive unless and until all legal requirements applicable
            to the issuance or transfer of such shares have, in the opinion of
            the General Counsel, been satisfied. Any such issuance or transfer
            shall be contingent upon the person acquiring the shares giving the
            Company any assurances the General Counsel may deem necessary or
            desirable to assure compliance with all applicable legal
            requirements.

      (d)   No person (individually or as a member of a group) and no
            Beneficiary or other person claiming under or through him, shall
            have any right, title or interest in or to any shares of Common
            Stock (i) issued or transferred to, or acquired by, a trust, (ii)
            allocated, or (iii) reserved for the purposes of this Plan, or
            subject to any Stock Incentive except as to such shares of Common
            Stock, if any, as shall have been issued or transferred to him. The
            Committee may (but need not) provide at any time or from time to
            time (including without limitation upon or in contemplation of a
            Change in Control) for a number of shares of Common Stock, equal to
            the number of such shares subject to Stock Incentives then
            outstanding, to be issued or transferred to, or acquired by, a trust
            (including but not limited to a grantor trust) for the purpose of
            satisfying the Company's obligations under such Stock Incentives,
            and, unless prohibited by applicable law, such shares held in trust
            shall be considered authorized and issued shares with full dividend
            and voting rights, notwithstanding that the Stock Incentives to
            which such shares relate shall not have been exercised or may not be
            exercisable or vested at that time.

      (e)   The Company and its Subsidiaries may make such provisions as they
            may deem appropriate for the withholding of any taxes which they
            determine they are required to withhold in connection with any Stock
            Incentive. Without limiting the foregoing, the Committee may,
            subject to such terms and conditions as it may impose, permit or
            require any withholding tax obligation arising in connection with
            the grant, exercise, vesting, distribution or payment of any Stock
            Incentive to be satisfied in whole or in part, with or without the
            consent of the Participant, by having the Company withhold all or
            any part of the shares of Common Stock that vest or would otherwise
            be distributed at such time. Any shares so withheld shall be valued
            at their Fair Market Value on the date of such withholding.

      (f)   Nothing in this Plan is intended to be a substitute for, or shall
            preclude or limit the establishment or continuation of, any other
            plan, practice or arrangement for the payment of compensation or
            fringe benefits to directors, officers or employees generally, or to
            any class or group of such persons, which the Company or any
            Subsidiary now has or may hereafter lawfully put into effect,
            including, without limitation, any incentive compensation,
            retirement, pension, group insurance, stock

<PAGE>   15

            purchase, stock bonus or stock option plan.

      (g)   Any provision of the Plan to the contrary notwithstanding, except to
            the extent that the Committee determines otherwise, (i) transactions
            by and with respect to Section 16 Persons under the Plan are
            intended to qualify for any applicable exemptions provided by SEC
            Rule 16b-3, and (ii) transactions with respect to persons whose
            remuneration would not be deductible by the Company but for
            compliance with the provisions of Code Section 162(m)(4)(C) are
            intended to comply with the provisions of Code Section 162(m)(4)(C).
            The Plan is also intended to give the Committee the authority to
            award Stock Incentives that qualify as performance-based
            compensation under Code Section 162(m)(4)(C) as well as Stock
            Incentives that do not so qualify. Every provision of the Plan shall
            be administered, interpreted and constructed to carry out the
            foregoing intentions and any provision that cannot be so
            administered, interpreted and construed shall to that extent be
            disregarded.

      (h)   By accepting any benefits under the Plan, each Participant, and each
            person claiming under or through him, shall be conclusively deemed
            to have indicated his or her acceptance and ratification of, and
            consent to, all provisions of the Plan and any action or decision
            under the Plan by the Company, its agents and employees, and the
            Board of Directors and the Committee.

      (i)   The validity, construction, interpretation and administration of the
            Plan and of any determinations or decisions made thereunder, and the
            rights of all persons having or claiming to have any interest
            therein or thereunder, shall be governed by, and determined
            exclusively in accordance with, the laws of the State of Delaware,
            but without giving effect to the principles of conflicts of laws
            thereof. Without limiting the generality of the foregoing, the
            period within which any action arising under or in connection with
            the Plan must be commenced, shall be governed by the laws of the
            State of Delaware, without giving effect to the principles of
            conflicts of laws thereof, irrespective of the place where the act
            or omission complained of took place and of the residence of any
            party to such action and irrespective of the place where the action
            may be brought.

      (j)   The use of the masculine gender shall also include within its
            meaning the feminine. The use of the singular shall include within
            its meaning the plural and vice versa.


12.   AMENDMENT AND TERMINATION.

      The Plan may be amended by the Board of Directors, without shareholder
      approval, at any time and in any respect, unless shareholder approval of
      the amendment in question is required under Delaware law, the Code
      (including without limitation Code Section 422 and Proposed Treasury
      Regulation Section 1.422A9(b)(iv) thereunder), any applicable

<PAGE>   16

      exemption from Section 16 of the Exchange Act (including without
      limitation SEC Rule 16b-3) for which the Company intends Section 16
      Persons to qualify, any national securities exchange or system on which
      the Stock is then listed or reported, by any regulatory body having
      jurisdiction with respect to the Plan, or under any other applicable laws,
      rules or regulations. The Plan may also be terminated at any time by the
      Board of Directors. No amendment or termination of this Plan shall
      adversely affect any Stock Incentive granted prior to the date of such
      amendment or termination without written consent of the Participant.

