
<PAGE>
 
                                                                    Exhibit 10.2

                              PIERCE LEAHY CORP.

                            1997 STOCK OPTION PLAN



     Pierce Leahy Corp. (the "Company") hereby establishes and adopts the Pierce
Leahy Corp. 1997 Stock Option Plan, as set forth in this document.

     1.   Purpose.  The Plan is intended to recognize the contributions made to
the Company or an Affiliate by employees of the Company or any Affiliate (as
hereinafter defined), members of the Board of Directors of the Company or any
Affiliate, and certain consultants and advisors to the Company or any Affiliate,
to provide such persons with additional incentive to devote themselves to the
future success of the Company or any Affiliate, and to improve the ability of
the Company or an Affiliate to attract, retain, and motivate individuals upon
whom the Company's sustained growth and financial success depend, by providing
such persons with an opportunity to acquire or increase their proprietary
interest in the Company through receipt of rights to acquire the Company's
Common Stock, $.01 par value (the "Common Stock").

     2.   Definitions. Unless the context clearly indicates otherwise, the
following terms shall have the following meanings:

          (a)  "Act" means the Securities Act of 1933, as amended.

          (b)  "Affiliate" means a corporation which is a parent corporation or
a subsidiary corporation with respect to the Company within the meaning of
Section 424(e) or (f) of the Code.

          (c)  "Board of Directors" means the Board of Directors of the Company.

          (d)  "Change of Control" shall have the meaning set forth in Section 9
of the Plan.

          (e)  "Code" means the Internal Revenue Code of 1986, as amended.

          (f)  "Committee" means the Board of Directors or, if applicable, the
committee designated by the Board of Directors in accordance with the provisions
of Section 3 of the Plan.

          (g)  "Company" means Pierce Leahy Corp., a Pennsylvania corporation.


          (h)  "Disability" shall mean, in the case of an Optionee who is
covered by
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a disability policy or plan paid for or provided by the Company, a condition
which entitles the Optionee to benefits under the policy or plan or, if there is
no such policy or plan covering the Optionee, "Disability" shall have the
meaning set forth in Section 22(e)(3) of the Code.

          (i)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (j)  "Fair Market Value" shall have the meaning set forth in Section
8(b) of the Plan.

          (k)  "ISO" means an Option granted under the Plan which is an
"incentive stock option" within the meaning of Section 422(b) of the Code.

          (l)  "Non-qualified Stock Option" means an Option granted under the
Plan which is not intended to qualify, or otherwise does not qualify, as an ISO.

          (m)  "Option" means either an ISO or a Non-qualified Stock Option
granted by the Company under the Plan.

          (n)  "Optionee" means a person to whom an Option has been granted
under the Plan.

          (o)  "Option Document" means the written document described in Section
8 of the Plan evidencing the Option and setting forth the terms and conditions
upon which the Option is granted and upon which it may be exercised.

          (p)  "Option Price" means the price at which Shares may be purchased
upon exercise of an Option, as determined pursuant to Section 8(b) of the Plan.

          (q)  "Permitted Holder" means any of Leo W. Pierce, Sr., his children
or other lineal descendants (whether adoptive or biological), the spouses of any
of the foregoing and any probate estate of any such individual and any trust, so
long as one or more of the foregoing individuals is the principal beneficiary of
such trust, and any other partnership, corporation or other entity all of the
partners, shareholders, members or owners of which are any one or more of the
foregoing.

          (r)  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof).

          (s)  "Plan" means the Pierce Leahy Corp. 1997 Stock Option Plan.

          (t)  "Shares" means the shares of Common Stock of the Company which
are 

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the subject of Options, except as the same may be modified pursuant to the terms
of Section 10 of the Plan.

     3.   Administration of the Plan.

          (a)  Committee. The Plan shall be administered by the Board of
Directors or a committee appointed by the Board of Directors, which is intended,
but not required, to be composed of two or more "outside directors" within the
meaning of Section 162(m) of the Code.  Members of the Committee shall serve at
the pleasure of the Board of Directors which shall also fill any vacancies in
the membership of the Committee.

          (b)  Meetings. The Committee shall hold meetings at such times and
places as it may determine and shall keep minutes of its meetings.  A majority
of the Committee shall constitute a quorum thereof, and acts approved at a
meeting or acts approved in writing by a majority of the members of the
Committee shall be the valid acts of the Committee.

          (c)  Grants. The Committee shall from time to time, in its discretion,
direct the Company to grant Options pursuant to the terms of the Plan.  The
Committee shall have plenary authority to (i) determine the Optionees to whom,
the times at which, and the price at which Options shall be granted, (ii)
determine the type of Option to be granted and the number of Shares subject
thereto, and (iii) approve the form and terms and conditions of the Option
Documents; all subject, however, to the express provisions of the Plan. In
making such determinations, the Committee shall take into account the nature of
the Optionee's services and responsibilities, the Optionee's present and
potential contribution to the Company's success and such other factors as the
Committee may deem relevant. The interpretation and construction by the
Committee of any provisions of the Plan or of any Option granted under the Plan,
and of any Option Document, shall be final, binding and conclusive.

          (d)  Exculpation.  No member of the Committee or of the Board of
Directors shall be personally liable in such capacity for monetary damages for
any action taken or any failure to take any action in connection with the
administration of the Plan or the granting of Options under the Plan, unless
such member breaches or fails to perform the duties of his office under the
Pennsylvania Business Corporation Law of 1988, as amended, and the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
This provision, however, does not apply to the responsibility or liability of a
member pursuant to any criminal statute, or to the liability of a member for the
payment of the Company's taxes pursuant to local, Pennsylvania or federal law.

          (e)  Indemnification. Service on the Committee shall constitute
service as a member of the Board of Directors. Each member of the Committee
shall be entitled without further act on his part to indemnity from the Company
to the fullest extent provided by applicable law and the Company's Certificate
of Incorporation and/or By-laws in 

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connection with or arising out of any action, suit or proceeding with respect to
the administration of the Plan or the granting of Options thereunder in which he
or she may be involved by reason of his or her being or having been a member of
the Committee, whether or not he or she continues to be a member of the
Committee at the time of the action, suit or proceeding.

          (f)  Limitations on Grants of Options to Consultants and Advisors.
With respect to the grant of Options to consultants and advisors, bona fide
services must be rendered by consultants and advisors, and such services must
not be in connection with a capital raising transaction.

     4.   Grants under the Plan. Grants under the Plan may be in the form of a
Non-qualified Stock Option, an ISO or a combination thereof, at the discretion
of the Committee.  More than one Option may be granted to any individual, and
each such grant may include Options which are intended to be ISOs and Options
which are not intended to be ISOs, but only on the terms and subject to the
conditions and restrictions of the Plan.

     5.   Eligibility. All employees and members of the Board of Directors of,
and consultants and advisors to, the Company or an Affiliate shall be eligible
to receive Options hereunder.

     6.   Shares Subject to Plan. The aggregate maximum number of Shares for
which Options may be granted pursuant to the Plan is 1,500,000, subject to
adjustment as provided in Section 10 of the Plan. The Shares shall be issued
from either authorized and unissued Common Stock or Common Stock held in or
hereafter acquired for the treasury of the Company. If an Option terminates or
expires without having been fully exercised for any reason, the Shares for which
the Option was not exercised may again be the subject of further Option grants
under the Plan.

     7.   Effectiveness; Term of the Plan.  The Plan shall become effective (the
"Effective Date") on the consummation of the Company's initial public offering
of Common Stock (provided such offering occurs prior to March 25, 1998).  No
Option may be granted under the Plan after March 25, 2007 or the earlier
termination of the Plan.

     8.   Option Documents and Terms. Each Option granted under the Plan shall
be a Non-qualified Stock Option unless the Option shall specifically be
designated an ISO at the time of grant. If any Option designated as an ISO is
determined for any reason not to qualify as an incentive stock option within the
meaning of Section 422 of the Code, such Option shall be treated as a Non-
qualified Stock Option for all purposes under the provisions of the Plan. The
grant of each Option under the Plan shall be evidenced by one or more Option
Documents in such form as the Committee shall from time to time approve, which
Option Documents shall be executed by the Company as promptly as possible
following such grant.  Each Option Document shall comply with and be subject to
the following terms and conditions and such other terms and conditions as the
Committee shall

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from time to time require which are not inconsistent with the terms of the Plan,
and the Option Document shall expressly state the provisions of the Plan or
incorporate them by reference.

          (a)  Number of Option Shares. Each Option Document shall state the
number of Shares to which it pertains.  The maximum number of Shares for which
Options may be granted to any single Optionee in any calendar year, subject to
adjustment as provided in Section 10, shall be 5000,000 Shares, subject to
adjustment as set forth in Section 10.

          (b)  Option Price. Each Option Document shall, subject to adjustment
as provided in Section 10 of the Plan, state the Option Price which, for a Non-
qualified Stock Option, may be less than, equal to, or greater than the Fair
Market Value of the Shares on the date the Option is granted and, for an ISO,
shall be at least 100% of the Fair Market Value of the Shares on the date the
Option is granted as determined by the Committee in accordance with this Section
8(b); provided, however, that if an ISO is granted to an Optionee who then owns,
directly or by attribution under Section 424(d) of the Code, stock possessing
more than ten percent of the total combined voting power of all classes of stock
of the Company or an Affiliate, then the Option Price shall be at least 110% of
the Fair Market Value of the Shares on the date the Option is granted. If the
Common Stock is traded in a public market, the Fair Market Value per share shall
be, if the Common Stock is listed on a national securities exchange or included
in the Nasdaq National Market, the last reported sale price thereof on the
relevant date, or, if the Common Stock is not so listed or included, the mean
between the last reported "bid" and "asked" prices thereof on the relevant date,
as reported on Nasdaq or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Committee determines. If the Common Stock is
not traded in a public market on the relevant date, the Fair Market Value shall
be as determined in good faith by the Committee.

          (c) Exercise.  An Option granted under the Plan may be exercised in
whole or in part to the extent then exercisable under the terms of the Option
Document and this Plan, provided that no Option shall be deemed to have been
exercised prior to the receipt by the Company of written notice of such exercise
(on such form or forms as the Committee may prescribe for this purpose) and of
payment in full (except as otherwise provided in Section 8(d) of the Plan) of
the Option Price for the Shares to be purchased.  Moreover, except as an Option
Document may otherwise provide, no Option may be exercised within six months of
the date of grant.  Each such notice of exercise shall specify the number of
Shares to be purchased and shall (unless the Shares are covered by a then
current and effective registration statement or qualified Offering Statement
under Regulation A under the Securities Act) contain the Optionee's
acknowledgment in form and substance satisfactory to the Company that (i) such
Shares are being purchased for investment and not for distribution or resale
(other than a distribution or resale which, in the opinion of counsel
satisfactory to the Company, may be made without violating the registration
provisions of

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the Act), (ii) the Optionee has been advised and understands that (A) the Shares
have not been registered under the Act, are "restricted securities" within the
meaning of Rule 144 under the Act and are subject to restrictions on transfer
and (B) the Company is under no obligation to register the Shares under the Act
or to take any action which would make available to the Optionee any exemption
from such registration, (iii) such Shares may not be transferred without
compliance with all applicable federal and state securities laws, and (iv) an
appropriate legend referring to the foregoing restrictions on transfer and any
other restrictions imposed under the Option Documents may be endorsed on the
certificates. Notwithstanding  the foregoing, if the Company in its sole
discretion determines that issuance of Shares should be delayed pending (I)
registration under federal or state securities laws, (II) the receipt of an
opinion of counsel satisfactory to the Company that an appropriate exemption
from such registration is available, (III) the listing, registration,
qualification or inclusion of the Shares on any securities exchange or an
automated quotation system or under any state or federal law or (IV) the consent
or approval of any governmental regulatory body whose consent or approval is
necessary or desirable in connection with the issuance of such Shares, the
Company may defer exercise of any Option granted hereunder until any of the
events described in this sentence has occurred.

          (d)  Medium of Payment. Upon exercise of an Option, the aggregate
Option Price for the Shares as to which the Option is being exercised shall, in
the discretion of the Committee, be (i) paid in U.S. funds by cash (including a
check, draft or wire transfer made payable to the order of the Company), or
delivery of stock certificates for Shares of the Company's Common Stock, free of
all liens, claims and encumbrances of every kind, and endorsed in blank or
accompanied by executed stock powers with signatures guaranteed by a national
bank or trust company or a member of a national securities exchange evidencing
Shares which have been held for more than six months (in which case the value of
such Shares shall be deemed to be their Fair Market Value on the date of
exercise of the Option), (ii) paid on a deferred basis upon such terms and
conditions as the Committee in its discretion shall provide, (iii) deemed to be
paid provided the notice of exercise of the Option is accompanied to the
Committee's satisfaction by a copy of irrevocable instructions to a broker to
promptly deliver to the Company an amount of sales or loan proceeds sufficient
to pay the Option Price in full, or (iv) a combination of the foregoing.  If any
part of the Option Price is to be paid on a deferred basis, the Shares with
respect to which payment is deferred shall be registered in the name of the
Optionee, but the certificate representing such Shares shall serve as security
to the Company for the payment of the Option Price and shall not be delivered to
the Optionee until the Option Price for said Shares has been paid in full.

          (e)  Termination of Options.

               (i)  No Option or any unexercised installment thereof shall be
exercisable after the first to occur of the following:

                    (A)  Expiration of the Option term specified in the Option

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Document which, subject to earlier termination as hereinafter provided, shall
not exceed (1) ten years from the date of grant, or (2) five years from the date
of grant of an ISO if the Optionee on the date of grant owns, directly and/or by
attribution under Section 424(d) of the Code, stock possessing more than ten
percent of the total combined voting power of all classes of stock of the
Company or of an Affiliate;
   
                    (B)  Expiration of three months from the date the Optionee's
employment or service with the Company or its Affiliates terminates for any
reason other than Disability or death or as otherwise specified in Subsection
8(e)(i)(D) or 8(e)(i)(E) below; provided, however, that such Option was
exercisable on the date of termination of employment or service under the
provisions of the Option Document or the Committee specifically waives the
restrictions relating to exercisability, if any, contained in the Option
Document;       

                    (C)  Expiration of one year from the date such employment or
service with the Company or its Affiliates terminates due to the Optionee's
Disability or death; provided, however, that such Option was exercisable on the
date of termination of employment or service under the provisions of the Option
Document or the Committee specifically waives the restrictions relating to
exercisability, if any, contained in the Option Document. The determination of
whether the termination of the Optionee's employment or service with the Company
is due to Disability shall be made by the Committee, and such determination
shall be final and binding on the Company and the Optionee;

                    (D)  A finding by the Committee, after full consideration of
the facts presented on behalf of both the Company and the Optionee, that the
Optionee has breached his employment or service contract with the Company or an
Affiliate, or has been engaged in disloyalty to the Company or an Affiliate,
including, without limitation, fraud, embezzlement, theft, commission of a
felony or proven dishonesty in the course of his or her employment or service,
or has committed an intentional or grossly negligent act detrimental to the
interests of the Company or an Affiliate. In such event, in addition to
immediate termination of the Option, the Optionee shall automatically forfeit
all Shares for which the Company has not yet delivered the share certificates
upon refund by the Company of the Option Price of such Shares. Notwithstanding
anything herein to the contrary, the Company may withhold delivery of share
certificates pending the resolution of any inquiry that could lead to a finding
resulting in a forfeiture; or

                    (E)  The date, if any, set by the Board of Directors as an
accelerated expiration date in the event of a Change of Control.

               (ii) Notwithstanding the Option termination provisions of Section
8(e)(i), the Committee, in it sole discretion, may extend the period during
which all or any portion of an Option may be exercised to a date no later than
the Option term specified in the Option Document pursuant to Section 8(e)(i)(A),
provided that any change pursuant to this Section 8(e)(ii) which would cause an
ISO to become a Non-qualified Stock Option may

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be made only with the consent of the Optionee.

          (f)  Transfers. Except as otherwise provided by law, no Option granted
under the Plan may be transferred, except by will or by the laws of descent and
distribution. During the lifetime of the person to whom an Option is granted,
such Option may be exercised only by him or his guardian or legal
representative.  Notwithstanding the foregoing, the Committee in its sole
discretion may amend an outstanding Option to permit the transfer of such
Option, without payment of consideration, to immediate family members of the
Optionee or to trusts or partnerships for such family members.

          (g)  Limitation on ISO Grants. In no event shall the aggregate fair
market value of the Shares of Common Stock (determined at the time an ISO is
granted) with respect to which incentive stock options under all incentive stock
option plans of the Company or its Affiliates are exercisable for the first time
by the Optionee during any calendar year exceed $100,000 or such greater sum as
may here after be permitted under Section 422 of the Code.

          (h)  Other Provisions. Subject to the provisions of the Plan, each
Option Document shall contain such other provisions including, without
limitation, provisions authorizing the Committee to accelerate the
exercisability of all or any portion of an Option granted pursuant to the Plan,
additional restrictions upon the exercise of the Option or additional
limitations upon the term of the Option, as the Committee shall deem advisable.

          (i)  Amendment. The Committee shall have the right to amend any Option
Document issued to an Optionee to the extent the terms to be amended are within
the Committee's discretion as provided in the Plan but subject to the Optionee's
consent if such amendment is not favorable to the Optionee, except that the
consent of the Optionee shall not be required for any amendment made pursuant to
Section 8(e)(i)(E) or Section 9 of the Plan, as applicable.

     9.   Change of Control. In the event of a Change of Control, all Options
then outstanding under the Plan immediately shall become vested and exercisable
in full; provided that any acceleration of exercisability of options under this
Section 9 which would cause an ISO to become a Non-Qualified Stock Option may be
made only with the consent of the Optionee.  In addition, in the event of a
Change of Control, the Committee may take whatever other action with respect to
Options outstanding as it deems necessary or desirable, including without
limitation, accelerating the expiration date of any Options.  Any amendment to
this Section 9 which diminishes the rights of Optionees shall not be effective
with respect to Options outstanding at the time of adoption of such amendment,
whether or not such outstanding Options are then exercisable.

          A "Change of Control" shall be deemed to have occurred at such time as
(i) any Person (including a Person's "affiliates" (as defined below) and
associates), other than a Permitted Holder, becomes the beneficial owner (as
defined under Rule 13d-3 or any

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successor rule or regulation promulgated under the Exchange Act) of more than
50% of the total voting power of the Company's Common Stock, (ii) any Person
(including a Person's Affiliates and associates), other than a Permitted Holder,
becomes the beneficial owner of more than 33 1/3% of the total voting power of
the Company's Common Stock, and the Permitted Holders beneficially own, in the
aggregate, a lesser percentage of the total voting power of the Common Stock of
the Company than such other Person and do not have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the Board of Directors of the Company, (iii) there shall be
consummated any consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which the Common
Stock of the Company would be converted into cash, securities or other property,
other than a merger or consolidation of the Company in which the holders of the
Common Stock of the Company outstanding immediately prior to the consolidation
or merger hold, directly or indirectly, at least a majority of the Common Stock
of the surviving corporation immediately after such consolidation or merger, or
(iv) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election by such Board of Directors or
whose nomination for election by the shareholders of the Company has been
approved by a majority of the directors then still in office who either were
directors at the beginning of such period or whose election or recommendation
for election was previously so approved) cease to constitute a majority of the
Board of Directors of the Company.  For purposes of this definition of Change of
Control, an "affiliate" of any specified Person shall mean any other Person
which directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person.  For the
purpose of this definition, "control," as used with respect to any Person, means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

     10.  Adjustments. In the event that a dividend shall be declared upon the
Common Stock payable in Shares of Common Stock or if a stock split is declared
with respect to the Common Stock, the number of Shares of Common Stock then
subject to any Option outstanding under the Plan and the number of Shares
reserved for the grant of Options pursuant to the Plan but not yet subject to an
Option shall be adjusted by adding to each such Share the number of shares which
would be distributable in respect thereof if such Shares had been outstanding on
the date fixed for determining the shareholders of the Company entitled to
receive such stock dividend or stock split.  In the event that the outstanding
shares of Common Stock shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company or of another
corporation, whether through reorganization, recapitalization, stock split
combination of shares, merger, consolidation or otherwise, there shall be
substituted for each Share of Common Stock subject to any such Option and for
each Share of Common Stock reserved for the grant of Options pursuant to the
Plan but not yet subject to an Option, the number and kind of shares of stock or
other securities into which each outstanding share of

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Common Stock shall have been so changed or for which each such share shall have
been exchanged.  In the event there shall be any change, other than as specified
above in this Section 10, in the number or kind of outstanding shares of Common
Stock or of any stock or other securities into which such Common Stock shall
have been changed or for which it shall have been exchanged, then if the Board
of Directors shall in its sole discretion determine that such change equitably
requires an adjustment in the number or kind of Shares theretofore reserved for
the grant of Options pursuant to the Plan but not yet subject to an Option and
of the Shares then subject to Options, such adjustment shall be made by the
Board of Directors and shall be effective and binding for all purposes of the
Plan and of each Option outstanding thereunder.  In the case of any such
substitution or adjustment as provided for in this Section 10, the Option Price
for each Share of stock or other security which shall have been substituted for
each Share of Common Stock covered by an outstanding Option shall be adjusted
appropriately to reflect such substitution or adjustment.  No adjustment or
substitution provided for in this Section 10 shall require the Company to sell a
fractional share of Common Stock, and the total substitution or adjustment with
respect to each outstanding Option shall be limited accordingly.  Upon any
adjustment made pursuant to this Section 10, the Company will, upon request,
deliver to the Optionee a certificate of its Secretary setting forth the Option
Price thereafter in effect and the number and kind of shares or other securities
thereafter purchasable on the exercise of such Option.

     11.  Amendment or Termination of the Plan. The Board of Directors may
terminate the Plan in whole or in part at any time or amend the Plan from time
to time in such manner as it may deem advisable. Nevertheless, the Board of
Directors of the Company shall not (a) change the class of individuals eligible
to receive an ISO, (b) increase the maximum number of Shares as to which Options
may be granted or (c) make any other change or amendment to which stockholder
approval is required in order to satisfy the conditions set forth in Rule 16b-3
promulgated under the Exchange Act, in each case without obtaining approval,
within twelve months before or after such action, by vote of a majority of the
votes cast at a duly called meeting of the stockholders at which a quorum
representing a majority of all outstanding voting stock of the Company is,
either in person or by proxy, present and voting on the matter.  No amendment to
the Plan, however, shall adversely affect any outstanding Option in any material
respect without the consent of the Optionee.

     12.  No Commitment to Retain. The grant of an Option pursuant to the Plan
shall not be construed to imply or to constitute evidence of any agreement,
express or implied, on the part of the Company or any Affiliate to retain the
Optionee in the employ or service of the Company or an Affiliate and/or as a
member of the Company's Board of Directors or in any other capacity, and nothing
in the Plan shall interfere with or limit in any way the right of the Company or
an Affiliate to terminate the employment or service of an Optionee.

     13.  Withholding of Taxes. The Company shall deduct or withhold an amount
sufficient to satisfy all Federal, state and local taxes required by law to be
withheld with

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respect to any grant or exercise of an Option or other transaction under the
Plan which gives rise to a withholding obligation and, in so doing, the Company
shall by agreement with the Optionee or unilaterally take such action as it
deems necessary or prudent to protect the Company's interest with respect to
such withholding obligations.  In the sole discretion of the Committee, and
subject to such conditions or limitations as the Committee shall prescribe, an
Optionee may satisfy the withholding obligation, in whole or in part, by
electing to have the number of Shares to be issued upon exercise of an Option
reduced by a number of Shares having a Fair Market Value equal to the desired
withholding amount or by surrendering to the Company Shares which the Optionee
has held for more than six months having an equivalent Fair Market Value.  If
the method of payment for the Shares is from a loan or sale by a broker of the
Shares acquired on exercise of the Option, the withholding obligation shall be
satisfied from the proceeds of such loan or sale.

     14.  Interpretation. It is the intent of the Company that transactions
under the Plan with respect to directors and officers (within the meaning of
Section 16(a) of the Exchange Act) satisfy the conditions of Rule 16b-3
promulgated under the Exchange Act. To the extent that any provision of the Plan
or action by the Committee would result in a conflict with or fail to comply
with any such condition, such provision or action shall be deemed null and void
as applied to such transactions to the extent permitted by applicable law and
deemed advisable by the Company.  This Section 14 shall not be applicable if no
class of the Company's equity securities is then registered pursuant to Section
12 of the Exchange Act.  In addition, with respect to employees subject to
Section 162(m) of the Code, transactions under the Plan are intended to avoid
the loss of a deduction under that Code section.  Accordingly, to the extent any
provision of the Plan or action by the Committee fails to comply with Section
162(m) of the Code to avoid the loss of a deduction, it shall be deemed null and
void to the extent permitted by law and deemed advisable by the Company.

     15.  Governing Law.  The granting of Options and the issuance of Shares
under the Plan shall be subject to all applicable laws and regulations and to
such approvals by any governmental agency or national securities exchanges as
may be  required.  To the extent not pre-empted by Federal law, the Plan and all
Option Documents hereunder shall be construed in accordance with and governed by
the laws of Pennsylvania.

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