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                                                                    Exhibit 4(e)



Conformed Copy

                                ALLEN TELECOM INC
                           1992 STOCK PLAN, AS AMENDED


         1. PURPOSE. The purpose of this 1992 Stock Plan (the "Plan") is to
advance the interests of Allen Telecom Inc. (the "Company") and its stockholders
by providing an incentive for attracting and retaining key employees of the
Company and its subsidiaries and increasing their identification with the
Company and its objectives. The Plan permits grants of options to purchase
shares of Common Stock, $1.00 par value, of the Company ("Common Stock") and
awards of shares of Common Stock that are restricted as provided in Section 6
("Restricted Shares"). Awards of Restricted Shares may be in lieu of or in
addition to grants of options under the Plan. It is intended that options issued
under this Plan shall constitute (a) incentive stock options ("Incentive Stock
Options") within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and the treasury regulations promulgated
thereunder, to the extent provided in Section 5(a) hereof, or (b) options which
do not qualify as incentive stock options ("Non-qualified Stock Options").

         2. SHARES SUBJECT TO PLAN. The total number of shares of Common Stock
with respect to which options may be granted and Restricted Shares may be
awarded under the Plan shall not exceed 3,528,221. Shares awarded as Restricted
Shares or issued upon exercise of options granted under the Plan may be
authorized and previously unissued shares, issued shares which have been
reacquired by the Company or a combination thereof. In the event that any
Restricted Shares shall be forfeited or any option granted under the Plan shall
terminate, expire or, with the consent of the optionee, be canceled as to any
shares of Common Stock, without having been exercised in full, new awards of
Restricted Shares may be made or new options may be granted with respect to such
shares without again being charged against the maximum share limitation set
forth above in this Section 2. In addition, upon the full or partial payment of
any option price by the transfer to the Company of shares of Common Stock or
upon satisfaction of tax withholding obligations in connection with any such
exercise or the lapsing of restrictions on any Restricted Shares or any other
payment made or benefit realized under this Plan by the transfer or
relinquishment of shares of Common Stock, only the net number of shares of
Common Stock actually issued or transferred by the Company, after subtracting
the number of shares of Common Stock so transferred or relinquished, shall be
charged against the maximum share limitation set forth above in this Section 2;
provided, however, that the number of shares of Common Stock actually issued or
transferred by the Company upon the exercise of Incentive Stock Options shall
not exceed such maximum share limitation.

         No employee shall be granted options for more than 200,000 shares of
Common Stock, or awarded more than 100,000 Restricted Shares, under the Plan in
any one fiscal year of the Company, subject to adjustments as provided in
Section 7 of this Plan.



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         3. ADMINISTRATION. The Plan shall be administered by a Stock Option
Committee, or any successor Committee (hereinafter called the "Committee"),
which shall be appointed by the Board of Directors of the Company and shall
consist of such number of directors, not less than two, as shall be determined
by the Board, who shall serve at the pleasure of the Board, and each of whom
shall at the time of designation and service be a "disinterested person" within
the meaning of Rule 16b-3 of the Securities and Exchange Commission or any
successor provision at the time in effect ("Rule 16b-3"). Vacancies occurring in
the membership of the Committee shall be filled by appointment by the Board. If
for any reason the Committee is unable to perform its functions and duties under
the Plan, the Board of Directors may perform any of such functions and duties.
In such event, the quorum and voting requirements specified in this Section 3
with respect to the Committee shall be applicable to the Board of Directors.

         The Committee, from time to time, may adopt rules and regulations for
carrying out the provisions and purposes of the Plan. The interpretation and
construction by the Committee of any provisions of, and the determination of any
question arising under, the Plan, any such rule or regulation, or any agreement
granting options or Restricted Shares under the Plan, shall be final and
conclusive and binding on all persons interested in the Plan.

         The Committee shall maintain written minutes of its proceedings. A
majority of the Committee shall constitute a quorum, and the acts of a majority
of the members present at any meeting at which a quorum is present, or acts
approved in writing by all the members, shall be acts of the Committee.

         4. ELIGIBILITY. The Committee, in its sole discretion, shall determine
the officers and other key employees of the Company and its subsidiaries (who
need not have been so employed on the date of adoption of the Plan) to whom
options and Restricted Shares shall be granted, the time or times when they
shall be granted, when options may be exercised and the number of shares to be
awarded as Restricted Shares or to be covered by each option so granted. No
director who is not an officer or employee of the Company or a subsidiary
thereof and no member of the Committee, during the time of his service as such,
shall be eligible to receive an option or any Restricted Shares under the Plan.
No person who owns or, under the provisions of Section 425(d) of the Code, is
considered as owning, stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company or of any
subsidiary of the Company shall be eligible to receive an option or Restricted
Shares under the Plan. The Committee shall be under no duty to provide terms of
like duration for options granted under the Plan.

         5. TERMS AND CONDITIONS OF OPTIONS. All options approved by the
Committee under the Plan shall be evidenced by stock option agreements in
writing (hereinafter called "option agreements"), in such form as the Committee
may from time to time approve, executed on behalf of the Company by one or more
members of the Committee. Each such agreement shall be subject to the Plan and,
in addition to such other terms and conditions as the Committee may deem
desirable, shall provide in substance as follows:

         (a) LIMITATIONS. The aggregate Fair Market Value (as defined in Section
5(c) hereof) of the shares of Common Stock (determined as of the date of grant)
with respect to which Incentive

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Stock Options may be first exercisable by an optionee during any calendar year
under this Plan and all other option plans of the Company and its subsidiaries
shall not exceed $100,000; provided, however, that, to the extent permitted by
the Code and the treasury regulations promulgated thereunder, nothing contained
in this section 5(a) shall be interpreted to prevent an optionee (i) from
exercising in any year subsequent to the year in which an Incentive Stock Option
first became exercisable the whole or any portion of such Incentive Stock Option
not exercised in the year such Incentive Stock Option first became exercisable,
(ii) from exercising in whole or in part any Incentive Stock Option granted on
or before December 31, 1986, under any other plan of the Company, or (iii) from
exercising Incentive Stock Options in full pursuant to the terms of Section 7(c)
hereof. Non-qualified Stock Options may be exercised by an optionee without
regard to the limitations stated in the previous sentence.

         (b) CONSIDERATION AND PERIOD OF EMPLOYMENT. Each option agreement shall
contain an agreement by the optionee, as consideration for the option or options
granted thereunder, that he will remain in the employ of the Company or a
subsidiary thereof for a period of two years, or such longer period as the
Committee may specify, from the date of the grant thereof, but that nothing
contained in the Plan or such provisions shall confer any right on such optionee
to continue in the employ of the Company or any subsidiary by which he is
employed or be deemed to affect in any way any right of the Company or such
subsidiary to terminate his employment at any time.

         (c) NUMBER AND PRICE OF SHARES. Each option agreement shall specify the
number of shares of Common Stock covered by such option and the purchase price
per share thereof. Such price shall be equal to 100% of the Fair Market Value of
the shares as of the date such option is granted ("Fair Market Value"). Such
Fair Market Value shall be the last sale price of Common Stock on the day next
preceding such date as reported on the New York Stock Exchange Composite Tape
or, in the event that no sale shall have taken place on a national securities
exchange on such next preceding day, the last sale price of Common Stock on the
next preceding day on which there was a sale as reported on the New York Stock
Exchange Composite Tape or the fair market value on such date as determined by
the Committee in accordance with applicable law and regulations. The option
price shall be subject to adjustment as provided in Section 7 hereof.

         (d) TIME OF EXERCISE. Each option agreement shall set forth the period
during which it may be exercised which shall be determined by the Committee at
the time of grant, provided that each Non qualified Stock Option shall expire
not more than ten years and two days after the date such Option is granted and
each Incentive Stock Option shall expire not more than ten years after the date
such Option is granted (the period set forth in each option agreement being
hereinafter referred to as "option period").

         (e) MANNER OF EXERCISE. Each option agreement shall provide that any
option therein granted shall be exercisable only by giving in each case written
notice of exercise, accompanied by full payment of the purchase price either (i)
in cash (including check, bank draft or money order, or wire or other transfer
of funds, or advice of credit to the Company) or (ii) at the discretion of the
Committee, in shares of Common Stock with a fair market value equal to the
purchase price or a combination of cash and shares of Common Stock which in the
aggregate are


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equal in value to such purchase price. At the discretion of the Committee, the
option agreement may provide that shares of Common Stock may be issued in the
name of the optionee and another person jointly with the right of survivorship.

         (f) PURCHASE OF OPTION BY COMPANY. Any option at any time granted under
the Plan may contain (or be amended to contain, subject to Section 13 hereof) a
provision to the effect that the optionee (or any person entitled to act under
Section 5(g) hereof) shall have the right (the "Right"), at any time at which
the fair market value is in excess of the exercise price and prior to exercising
the option, in whole or in part, to request that the Company purchase all or any
portion of the option as shall then be exercisable at a price equal to the
difference between (i) an amount equal to the option price multiplied by the
number of shares subject to that portion of the option in respect of which such
request shall be made and (ii) an amount equal to such number of shares
multiplied by the fair market value of the Company's Common Stock (within the
meaning of Section 422 of the Code and the treasury regulations promulgated
thereunder). The Company shall have no obligation to make any purchase pursuant
to such request, but if it elects to do so, such portion of the option as to
which the request is made shall be surrendered to the Company. The purchase
price for the portion of the option so to be surrendered shall be paid by the
Company, at the election of the Committee, either in cash or in shares of Common
Stock (valued as of the date and in the manner provided in clause (ii) above),
or in any combination of cash and Common Stock, which may consist, in whole or
in part, of shares of authorized but unissued Common Stock or shares of Common
Stock held in the Company's treasury. No fractional share of Common Stock shall
be issued or transferred and any fractional share shall be disregarded. Shares
covered by that portion of any option purchased by the Company pursuant hereto
and surrendered to the Company shall not be available for the granting of
further options or Restricted Shares under the Plan. All determinations to be
made by the Company hereunder shall be made by the Committee.

         (g) TERMINATION OF EMPLOYMENT. Each option agreement shall provide
substantially as follows: Except as hereinafter set forth, no option shall be
exercisable after the date of termination of the optionee's employment. If an
optionee's employment terminates for any reason, such option may be exercised by
the optionee within three months after such termination, but only to the extent
that it was exercisable on the date of such termination. If an optionee shall
die within such three-month period, or if termination of his employment shall
have been due to such optionee's death, such option may be exercised at any time
within one year after such death by the optionee's executor or administrator or
by his distributee to whom the option may have been transferred by will or by
the laws of descent and distribution but only to the extent that it was
exercisable on the date of the optionee's death. Notwithstanding anything to the
contrary herein, if upon an optionee's termination of employment the optionee
becomes a senior management consultant to the Company and/or its subsidiaries
under a post-employment consulting arrangement, such option shall continue to
vest under its original vesting schedule, and may be exercised by the optionee,
during the period ending on the earliest of (i) the ninetieth (90th) day
following the date that the optionee permanently ceases to render consulting
services to the Company and/or its subsidiaries, for any reason other than
cessation by reason of death, under a post-employment consulting arrangement,
(ii) the date that is one year after the date described in clause (i) if the
optionee ceases to render consulting services on account of his death (in which
case such option may be exercised by the optionee's executor or administrator or
by his distributee

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to whom the option may have been transferred by will or by the laws of descent
and distribution, but only to the extent that it was exercisable on the date of
the optionee's death), or (iii) the date that is the five-year anniversary of
the date the optionee terminates employment with the Company and its
subsidiaries. The foregoing provision shall not extend the period during which
an option may be exercised beyond the date it expires by its terms.

         (h) NON-TRANSFERABILITY OF OPTIONS, RIGHTS OR LIMITED RIGHTS. Each
option agreement shall provide that any option therein granted and any related
Right or Limited Right (as hereinafter defined) is not transferable by the
optionee other than by will or by the laws of descent and distribution and that,
during the lifetime of the optionee, such option may be exercised only by the
optionee or such optionee's legal representative.

         (i) PRIOR OUTSTANDING OPTIONS. Each option agreement evidencing an
Incentive Stock Option shall provide that, if such Incentive Stock Option is
exercisable by its terms, it may be exercised while there is outstanding (within
the meaning of Section 422(c)(7) of the Code) any other Incentive Stock Option
to purchase shares of Common Stock of the Company or of a corporation which is a
subsidiary of the Company or of a predecessor corporation of the Company or such
subsidiary.

         (j) ADJUSTMENTS. Each option agreement shall provide for adjustment of
the number and kind of shares under option and the purchase price per share in
the manner provided in Section 7 hereof.

         6. RESTRICTED SHARES. (a) AWARDS. The Committee may from time to time
in its discretion award Restricted Shares to officers and other key employees
and may determine the number of Restricted Shares awarded and the terms and
conditions of, and the amount of payment, if any, to be made by the employee
for, such Restricted Shares. Each award of Restricted Shares will be evidenced
by a written agreement executed on behalf of the Company by one or more members
of the Committee and containing terms and conditions not inconsistent with the
Plan as the Committee shall determine to be appropriate in its sole discretion.

         (b) RESTRICTED PERIOD; LAPSE OF RESTRICTIONS. At the time an award of
Restricted Shares is made, the Committee shall establish a period of time (the
"Restricted Period") applicable to such award which shall not be less than one
year nor more than ten years. Each award of Restricted Shares may have a
different Restricted Period. At the time an award is made, the Committee may, in
its discretion, prescribe conditions for the incremental lapse of restrictions
during the Restricted Period and for the lapse or termination of restrictions
upon the occurrence of other conditions in addition to or other than the
expiration of the Restricted Period with respect to all or any portion of the
Restricted Shares. Such conditions may include, without limitation, the death or
disability of the employee to whom Restricted Shares are awarded, retirement of
the employee pursuant to normal or early retirement under any retirement plan of
the Company or termination by the Company of the employee's employment other
than for cause, or the occurrence of an Acceleration Date (as defined in Section
7(c) hereof). Such conditions may also include performance measures, which, in
the case of any such award of Restricted Shares to an employee who is a "covered
employee" within the meaning of Section 162(m) of the Code, shall be based on
one or more of the following criteria: earnings per share, market value per
share,

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return on invested capital, return on operating assets and return on equity. The
Committee may also, in its discretion, shorten or terminate the Restricted
Period or waive any conditions for the lapse or termination of restrictions with
respect to all or any portion of the Restricted Shares at any time after the
date the award is made.

         (c) RIGHTS OF HOLDER; LIMITATIONS THEREON. Upon an award of Restricted
Shares, a stock certificate representing the number of Restricted Shares awarded
to the employee shall be registered in the employee's name and, at the
discretion of the Committee, will be either delivered to the employee with an
appropriate legend or held in custody by the Company or a bank for the
employee's account. The employee shall generally have the rights and privileges
of a stockholder as to such Restricted Shares, including the right to vote such
Restricted Shares, except that the following restrictions shall apply: (i) with
respect to each Restricted Share, the employee shall not be entitled to delivery
of an unlegended certificate until the expiration or termination of the
Restricted Period, and the satisfaction of any other conditions prescribed by
the Committee, relating to such Restricted Share; (ii) with respect to each
Restricted Share, such share may not be sold, transferred, assigned, pledged, or
otherwise encumbered or disposed of until the expiration of the Restricted
Period, and the satisfaction of any other conditions prescribed by the
Committee, relating to such Restricted Share; and (iii) all of the Restricted
Shares as to which restrictions have not at the time lapsed shall be forfeited
and all rights of the employee to such Restricted Shares shall terminate without
further obligation on the part of the Company unless the employee has remained a
regular full-time employee of the Company or any of its subsidiaries, or a
consultant to the Company or a subsidiary under a post-employment consulting
arrangement, until the expiration or termination of the Restricted Period and
the satisfaction of any other conditions prescribed by the Committee applicable
to such Restricted Shares. Upon the forfeiture of any Restricted Shares, such
forfeited shares shall be transferred to the Company without further action by
the employee. At the discretion of the Committee, cash and stock dividends with
respect to the Restricted Shares may be either currently paid or withheld by the
Company for the employee's account, and interest may be paid on the amount of
cash dividends withheld at a rate and subject to such terms as determined by the
Committee. The employee shall have the same rights and privileges, and be
subject to the same restrictions, with respect to any shares received pursuant
to Section 7(a) hereof.

         (d) DELIVERY OF UNRESTRICTED SHARES. Upon the expiration or termination
of the Restricted Period and the satisfaction of any other conditions prescribed
by the Committee, the restrictions applicable to the Restricted Shares shall
lapse and a stock certificate for the number of Restricted Shares with respect
to which the restrictions have lapsed shall be delivered, free of all such
restrictions, except any that may be imposed by law, to the employee or the
employee's beneficiary or estate, as the case may be. The Company shall not be
required to deliver any fractional share of Common Stock but will pay, in lieu
thereof, the fair market value (determined as of the date the restrictions
lapse) of such fractional share to the employee or the employee's beneficiary or
estate, as the case may be.

         7. EFFECT OF CERTAIN CHANGES. (a) The Committee may make or provide for
such adjustments in the option price and in the number or kind of shares or
other securities covered by outstanding options and to the number and class of
shares available for awards of Restricted Shares under the Plan or to any
outstanding Restricted Shares as the Committee in its


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sole discretion, exercised in good faith, shall determine is equitably required
to prevent dilution or enlargement of rights of optionees and holders of
Restricted Shares that would otherwise result from (i) any stock dividend, stock
split, combination of shares, issuance of rights or warrants to purchase stock,
recapitalization or other changes in the capital structure of the Company, (ii)
any merger, consolidation, reorganization, split-up, split-off, spin-off or
partial or complete liquidation, or (iii) any other corporate transaction or
event having an effect similar to any of the foregoing. The Committee also may
make or provide for such adjustments in the number or kinds of shares of Common
Stock or other securities which may be acquired pursuant to the options granted
under the Plan and the number of such securities to be awarded to each optionee
as the Committee in its sole discretion, exercise in good faith, shall determine
is appropriate to reflect any transaction or event described in the preceding
sentence. The determination of the Committee as to what adjustments shall be
made, and the extent thereof, shall be final, binding and conclusive.

         (b) In the event of the proposed dissolution or liquidation of the
Company, in addition to the alternatives described in subsection (a) of this
Section 7, the Committee may provide that the holder of each option then
exercisable shall have the right to exercise such option (at its then option
price) solely for the kind and amount of shares of stock and other securities,
property, cash or any combination thereof receivable upon such dissolution or
liquidation by a holder of the number of shares of Common Stock for which such
option might have been exercised immediately prior to such dissolution or
liquidation, or the Committee may provide, in the alternative, that each option
granted under the Plan shall terminate as of a date to be fixed by the Board,
provided, however, that not less than thirty (30) days written notice of the
date so fixed shall be given to each optionee, who shall have the right, during
the period of thirty (30) days preceding such termination, to exercise the
option as to all or any part of the shares of Common Stock covered thereby,
including shares as to which such option would not otherwise be exercisable.

         (c) If while unexercised options remain outstanding under the Plan (i)
any "person", as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), (other than the Company,
any trustee or other fiduciary holding securities under an employee benefit plan
of the Company, or any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the combined voting power
of the Company's then outstanding securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board, and any new director (other than a director designated by a person
who has entered into an agreement with the Company to effect a transaction
described in clause (i), (iii) or (iv) of this subsection) whose election by the
Board or nomination for election by the Company's stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority thereof, (iii) the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation,
other than (a) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either


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by remaining outstanding or by being converted into voting securities of the
surviving entity) more than 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (b) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 30% of the combined voting
power of the Company's then outstanding securities, or (iv) the stockholders of
the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets, then from and after the date on which public
announcement of the acquisition of such percentage shall have been made, or the
date on which the change in the composition of the Board set forth above shall
have occurred, or the date of any such stockholder approval (any such date being
referred to herein as the "Acceleration Date"), all options shall be exercisable
in full, whether or not otherwise exercisable, but subject, however, in the case
of an Incentive Stock Option, to Section 5(i) hereof. Following the Acceleration
Date, (1) the Committee shall, in the case of a merger, consolidation,
liquidation or sale or disposition of assets, promptly make an appropriate
adjustment to the number and class of shares of Common Stock available for
options and Restricted Shares, and to the amount and kind of shares or other
securities or property receivable upon exercise of any outstanding options after
the effective date of such transaction, and the price thereof, and (2) the
Committee may, in its discretion, permit the cancellation of outstanding options
in exchange for a cash payment in an amount per share subject to any such option
equal to the amount that would be payable pursuant to Section 14(b) hereof upon
exercise of a Limited Right (as defined in Section 14(a) hereof) under those
circumstances, provided, however, that, for purposes of such cancellation and
cash-out, the Acceleration Date shall be restricted in such manner as the
Committee may determine is necessary to comply with the conditions and
requirements of Rule 16b-3 to prevent short-swing profit liability to the holder
thereof under Section 16(b) of the Exchange Act.

         (d) Subsections (b) and (c) of this Section 7 shall not apply to a
merger or consolidation in which the Company is the surviving corporation and
shares of Common Stock are not converted into or exchanged for stock or
securities of any other corporation, cash or any other thing of value.
Notwithstanding the preceding sentence, in case of any consolidation or merger
of another corporation into the Company in which the Company is the surviving
corporation and in which there is a reclassification or change (including a
change to the right to receive cash or other property) of the shares of Common
Stock (other than a change in par value, or from par value to no par value, or
as a result of a subdivision or combination, but including any change in such
shares into two or more classes or series of shares), the Committee may provide
that the holder of each option then exercisable shall have the right to exercise
such option solely for the kind and amount of shares of stock and other
securities (including those of any new direct or indirect parent of the
Company), property, cash or any combination thereof receivable upon such
reclassification, change, consolidation or merger by the holder of the number of
shares of Common Stock for which such option might have been exercised.

         (e) In the event of a change in the Common Stock of the Company as
presently constituted, which is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any such change shall be deemed
to be the Common Stock within the meaning of the Plan.


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         (f) To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive,
provided that each Incentive Stock Option granted pursuant to this Plan shall
not be adjusted in a manner that causes such option to fail to continue to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

         (g) Except as hereinbefore expressly provided in this Section 7, the
optionee shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger, or consolidation or spin-off of assets
or stock of another corporation, and any issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to the option or the
number or price of Restricted Shares. The grant of an option or of Restricted
Shares pursuant to the Plan shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
of its capital or business structures or to merge or to consolidate or to
dissolve, liquidate or sell or transfer all or part of its business or assets.

         8. FINANCING OF EXERCISE OF OPTIONS AND PURCHASE OF RESTRICTED SHARES.
To the extent permitted by the regulations of the Federal Reserve Board
governing margin requirements in effect at the time of exercise of any option or
purchase of any Restricted Shares (including any exemption from margin
requirements for employee stock option plans if such exemption is available),
the Company may extend credit, or arrange for the extension of credit, to each
employee who exercises an option or purchases Restricted Shares, at the time of
such exercise or purchase, to assist the employee in the purchase of stock. Such
credit will be collateralized by the stock purchased and will be in an amount
not greater than the lesser of (i) the option or purchase price of the stock or
(ii) the amount of credit permitted by regulations of the Federal Reserve Board.
The rate of interest, terms of repayment and provisions for release of
collateral with respect to each such credit will be as determined by the
Committee at the time the credit is extended, but in any event shall be in
accordance with any applicable regulations of the Federal Reserve Board.

         9. RELOAD OPTIONS. In the event the optionee exercises an option and
pays all or a portion of the purchase price in shares of Common Stock, in the
manner permitted by Section 5(e) hereof, such optionee may, in the Committee's
sole discretion, be issued by the Committee a new option to purchase additional
shares of Common Stock equal to the number of shares of Common Stock surrendered
to the Company in such payment. Such new option shall have a purchase price
equal to the Fair Market Value per share (as defined in Section 5(c) hereof) on
the date such new option is granted, and shall have an option period (as defined
in Section 5(d) hereof) which commences six months from the date of grant of the
new option and expires on the same date as the option period of the original
option so exercised by payment of the purchase price in shares of Common Stock.

         10. SUBSIDIARY. For the purpose of the Plan a subsidiary of the Company
shall be any corporation which at the time qualifies as a subsidiary thereof
under the definition of "subsidiary


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corporation" contained in Section 425 of the Code, as the same may be amended
from time to time. A transfer of employment from the Company to such a
subsidiary or vice versa or between two such subsidiaries shall not be deemed a
termination of employment.

         11. GOVERNMENT REGULATIONS. The Plan, the award or purchase of
Restricted Shares and the grant and exercise of options thereunder, and the
Company's obligation to sell and deliver shares of stock pursuant to any such
award, purchase or exercise, shall be subject to all applicable federal and
state laws, rules and regulations and to such approvals by any regulatory or
government agency as may be required. The Company shall not be required to issue
or deliver any certificate or certificates for shares of its Common Stock prior
to (i) the admission of such shares to listing on any stock exchange on which
the stock may then be listed and (ii) the completion of any registration or
other qualification of such shares under any state or federal law or rulings or
regulations of any government body, which the Company shall, in its sole
discretion, determine to be necessary or advisable.

         12. TERM OF THE PLAN. The effective date of the Plan shall be February
27, 1992. The Plan shall terminate ten years from the effective date or on such
earlier date as may be determined by the Board of Directors. In any case,
termination shall be deemed to be effective as of the close of business on the
day of termination. No option may be granted, and no Restricted Shares may be
awarded, after such termination. Termination of the Plan, however, shall not
affect outstanding options or Restricted Shares which have been granted prior to
such termination, and all unexpired options and Restricted Shares shall continue
in force and operation after termination of the Plan except as they may lapse or
terminate by their own terms and conditions and the terms of the Plan shall
continue to apply to such options and Restricted Shares.

         13. AMENDMENT OF THE PLAN. The Board of Directors of the Company at any
time and from time to time may suspend or amend the Plan in any respect,
provided, however, that no amendment which requires stockholder approval in
order for the exemptions available under Rule 16b-3 to continue to be applicable
to the Plan shall be effective unless the same shall be approved by the
stockholders of the Company entitled to vote thereon. Without the written
consent of the optionee or the holder of Restricted Shares, no amendment,
modification, suspension or termination of the Plan may adversely affect any
option or Restricted Shares previously granted under the Plan; but it shall be
conclusively presumed that any adjustment for change as provided in Section 7
does not adversely affect any such right.

         14. LIMITED RIGHTS. (a) The Committee shall have authority to grant a
limited stock appreciation right (a "Limited Right") to the holder of any option
with respect to all or some of the shares of Common Stock covered by such
option. A Limited Right may be granted either at the time of grant of the
related option or any time thereafter during its term. A Limited Right may be
granted to an optionee irrespective of whether such optionee is being granted or
has been granted a Right under Section 5(f) hereof. A Limited Right shall
automatically be exercised on the "Acceleration Date" (as defined in Section
7(c) hereof). Each Limited Right shall be exercisable only if, and to the extent
that, the related option is exercisable pursuant to Section 7(c) hereof or
otherwise, and, in the case of a Limited Right granted in respect of an
Incentive Stock Option, only when the Fair Market Value per share of Common
Stock exceeds the option price per share. Notwithstanding the provisions of the
two immediately preceding sentences, no


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Limited Right may be exercised until the expiration of six (6) months from the
date of grant of the Limited Right. Upon the exercise of a Limited Right, the
related option shall cease to be exercisable to the extent of the shares of
Common Stock with respect to which such Limited Right is exercised, but shall be
considered to have been exercised to that extent for purposes of determining the
number of shares of Common Stock available for the grant of further stock
options and Rights or the award of further Restricted Shares pursuant to this
Plan. Upon the exercise or termination of an option, the Limited Right with
respect to such option shall terminate to the extent of the shares of Common
Stock with respect to which such option was exercised or terminated.

         (b) Upon the exercise of a Limited Right, the holder thereof shall
receive in cash whichever of the following amounts is applicable.

                  (i) in the case of an exercise of Limited Rights by reason of
         an acquisition of Common Stock described in Section 7(c)(i) hereof, an
         amount equal to the Acquisition Spread (as defined in Section 14(d)
         hereof);

                  (ii) in the case of an exercise of Limited Rights by reason of
         the change in composition of the Board of Directors described in
         Section 7(c)(ii), an amount equal to the Spread (as defined in Section
         14(e) hereof);

                  (iii) in the case of an exercise of Limited Rights by reason
         of stockholder approval of an agreement described in Section 7(c)(iii),
         an amount equal to the Merger Spread (as defined in Section 14(g)
         hereof); or

                  (iv) in the case of an exercise of Limited Rights by reason of
         stockholder approval of a plan or agreement described in Section
         7(c)(iv), an amount equal to the Liquidation Spread (as defined in
         Section 14(i) hereof).

         Notwithstanding the foregoing, in the case of a Limited Right granted
in respect of an Incentive Stock Option, the holder may not receive an amount in
excess of such amount as will enable such option to qualify as an Incentive
Stock Option.

         (c) The term "Acquisition Price per Share" as used in this Section 14
shall mean, with respect to the exercise of any Limited Right by reason of an
acquisition of Common Stock described in Section 7(c)(i), the greater of (i) the
highest price per share shown on the Statement on Schedule 13D or amendment
thereto filed by the holder of 30% (or such greater percentage as shall be
required in order for the exemptions available under Rule 16b-3 to continue to
be applicable to the Plan) or more of the Company's Common Stock which gives
rise to the exercise of such Limited Right, and (ii) the highest Fair Market
Value (as defined in Section 5(c) hereof) per share of Common Stock during the
sixty-day period ending on the date such Limited Right is exercised. Any
securities or property which are part or all of the consideration paid for
shares of Common Stock in such acquisition shall be valued in determining the
Acquisition Price per share at the higher of (A) the valuation placed on such
securities or property by the corporation, person or other entity having such
consideration or (B) the valuation placed on such securities or property by the
Committee.


                                       11

<PAGE>   12



         (d) The term "Acquisition Spread" as used in this Section 14 shall mean
an amount equal to the product computed by multiplying (i) the excess of (A) the
Acquisition Price per Share over (B) the option price per share of Common Stock
at which the related option is exercisable, by (ii) the number of shares of
Common Stock with respect to which the Limited Right is being exercised.

         (e) The term "Spread" as used in this Section 14 shall mean, with
respect to the exercise of any Limited Right by reason of a change in the
composition of the Board described in Section 7(c)(ii), an amount equal to the
product computed by multiplying (i) the excess of (A) the highest Fair Market
Value per share of Common Stock during the sixty-day period ending on the date
the Limited Right is exercised over (B) the option price per share of Common
Stock at which the related option is exercisable, by (ii) the number of shares
of Common Stock with respect to which such Limited Right is being exercised.

         (f) The term "Merger Price per Share" as used in this Section 14 shall
mean, with respect to the exercise of any Limited Right by reason of stockholder
approval of an agreement described in Section 7(c)(iii), the greater of (i) the
fixed or formula price for the acquisition of shares of Common Stock specified
in such agreement if such fixed or formula price is determinable on the date on
which such Limited Right is exercised, and (ii) the highest Fair Market Value
per share of Common Stock during the sixty-day period ending on the date such
Limited Right is exercised. Any securities or property which are part or all of
the consideration for the acquisition of shares of Common Stock specified in
such agreement shall be valued in determining the Merger Price per Share at the
higher of (A) the valuation placed on such securities or property by the
corporation, person or other entity paying such consideration or (B) the
valuation placed on such securities or property by the Committee.

         (g) The term "Merger Spread" as used in this Section 14 shall mean an
amount equal to the product computed by multiplying (i) the excess of (A) the
Merger Price per Share over (B) the option price per share of Common Stock at
which the related option is exercisable, by (ii) the number of shares of Common
Stock with respect to which the Limited Right is being exercised.

         (h) The term "Liquidation Price per Share" as used in this Section 14
shall mean, with respect to the exercise of any Limited Right by reason of
stockholder approval of a plan or agreement described in Section 7(c)(iv), the
greater of (i) the fixed or formula price for the acquisition of shares of
Common Stock specified in such plan or agreement if such fixed or formula price
is determinable on the date on which such Limited Right is exercised, and (ii)
the highest Fair Market Value per share of Common Stock during the sixty-day
period ending on the date such Limited Right is exercised. Any securities or
property which are part or all of the consideration for the acquisition of
shares of Common Stock specified in such plan or agreement shall be valued in
determining the Liquidation Price per Share at the higher of (A) the valuation
placed on such securities or property by the corporation, person or other entity
paying such consideration or (B) the valuation placed on such securities or
property by the Committee.

         (i) The term "Liquidation Spread" as used in this Section 14 shall mean
an amount equal to the product computed by multiplying (i) the excess of (A) the
Liquidation Price per Share over (B) the option price per share of Common Stock
at which the related option is exercisable, by (ii)


                                       12

<PAGE>   13



the number of shares of Common Stock with respect to which the Limited Right is
being exercised.

         (j) Notwithstanding any other provision of the Plan, no Right granted
pursuant to Section 5(f) hereof may be exercised at a time when any Limited
Rights held by the holder of such Right may be exercised.

         15. WITHHOLDING OF TAXES. To the extent that the Company is required to
withhold or receive federal, state, local or foreign taxes in connection with
any payment made or benefit realized by an employee or other person under this
Plan, it shall be a condition to the receipt of any such payment or the
realization of any such benefit that the employee or such other person make
arrangements satisfactory to the Company for payment of any taxes required to be
withheld. At the discretion of the Committee, any such arrangements may include,
without limitation, relinquishment of a portion of any such payment or benefit
or the surrender of outstanding shares of Common Stock, and any agreement
pertaining to a grant of options or an award of Restricted Shares under the Plan
may make such relinquishment the elective or mandatory form of satisfying such
taxes. At the discretion of the Committee, in connection with any payment made
or benefit realized by an employee or other person under this Plan, the Company
and any such employee or other person also may make similar arrangements with
respect to the payment of any taxes with respect to which withholding is not
required.






May 1, 1998



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