SOVRAN SELF STORAGE, INC.
                           2005 AWARD AND OPTION PLAN
 
 
1.   Purpose
 
 
     The purposes of this Plan are to advance the interests of the Company and
its stockholders, by providing a long-term incentive compensation program that
will be an incentive to the Key Employees of the Company and its Subsidiaries
whose contributions are important to the continued success of the Company and
its Subsidiaries, and by enhancing their ability to attract and retain in their
employ highly qualified persons for the successful conduct of their businesses.
 
 
2.   Definitions
 
 
     2.1 "Acceleration Date" means (i) in the event of a Change in Ownership,
the date on which such change occurs, or (ii) with respect to a Participant who
is eligible for treatment under paragraph 20 hereof on account of the
termination of his employment following a Change in Control, the date on which
such termination occurs.
 
 
     2.2 "Award Notice" means a written notice from the Company to a Participant
that sets forth the terms and conditions of Stock Options or Restricted Stock
awarded to the Participant under this Plan in addition to those established by
this Plan and by the Committee's exercise of its administrative powers.
 
 
     2.3 "Board" means the Board of Directors of the Company.
 
 
     2.4 "Cause" means (i) the willful and continued failure by a Key Employee
to substantially perform his duties with his employer after written warnings
specifically identifying the lack of substantial performance are delivered to
him by his employer, or (ii) the willful engaging by a Key Employee in conduct
which is materially and demonstrably injurious to the Company or a Subsidiary.
 
 
     2.5 "Change in Control" shall be deemed to have occurred at such time as
(i) any "person" within the meaning of Section 14(d) of the Exchange Act, other
than the Company, a Subsidiary, or any employee benefit plan or plans sponsored
by the Company or any Subsidiary, is or has become the "beneficial owner", as
defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of 20% or
more of the combined voting power of the outstanding securities of the Company
ordinarily having the right to vote at the election of directors, or (ii)
approval by the stockholders of the Company of (a) any consolidation or merger
of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of stock of the Company would be
converted into cash, securities or other property, other than a consolidation or
merger of the Company in which the common stockholders of the Company
immediately prior to the consolidation or merger have substantially the same
proportionate ownership of common stock of the surviving corporation immediately
after the consolidation or merger as immediately before, or (b) any
consolidation or merger in which the Company is the continuing or surviving
corporation but in which the common stockholders of the Company immediately
prior to the consolidation or merger do not hold at least a majority of the
outstanding common stock of the continuing or surviving corporation (except
where such holders of common stock hold at least a majority of the common stock
of the corporation which owns all of the common stock of the Company), or (c)
any sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all the assets of the Company, or
(iii) individuals who constitute the Board on May 18, 2005 (the "Incumbent
Board") have ceased for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to May 18, 2005 whose
election, or nomination for election by the Company's stockholders, was approved
by a vote of at least three-quarters (3/4) of the directors comprising the
Incumbent Board (either by specific vote or by approval of the proxy statement
of the Company in which such person is named as nominee for director without
objection to such nomination) shall be, for purposes of this Plan, considered as
though such person were a member of the Incumbent Board.
 
 
     2.6 "Change in Control Price" means, in respect of a Change in Control, the
highest closing price per share paid for the purchase of Common Stock on the New
York Stock Exchange ("NYSE") or, if the Common Stock is not then listed on the
NYSE, on the principal public trading market for the Common Stock during the
ninety (90) day period ending on the date the Change in Control occurs, and in
respect of a Change in Ownership, the highest
 
closing price per share paid for the purchase of Common Stock on the NYSE or, if
the Common Stock is not then listed on the NYSE, on the principal public trading
market for the Common Stock during the ninety (90) day period ending on the date
the Change in Ownership occurs.
 
 
     2.7 "Change in Ownership" means a change which results directly or
indirectly in the Company's Common Stock ceasing to be actively traded on a
national securities exchange or the National Association of Securities Dealers
Automated Quotation System.
 
 
     2.8 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
 
 
     2.9 "Committee" means the Compensation Committee of the Board, or such
other committee designated by the Board, authorized to administer this Plan. The
Committee shall consist of not less than three members, each of whom shall be
"disinterested" as defined by Rule 16b-3 under the Exchange Act as amended from
time to time.
 
 
     2.10 "Common Stock" means the common stock, $0.01 par value, of the
Company.
 
 
     2.11 "Company" means Sovran Self Storage, Inc., a Maryland corporation.
 
 
     2.12 "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
 
 
     2.13 "Fair Market Value" on any date means the average of the high and low
sales prices of a share of Common Stock as reflected in the report of
consolidated trading of NYSE-listed securities (or, if the Common Stock is not
then listed on the NYSE, the principal public trading market for such shares)
for that date (or if no shares of Common Stock were traded on the NYSE or such
other principal public trading market on that date, the next preceding date that
shares of Common Stock were so traded) published in the Midwest Edition of The
Wall Street Journal; provided, however, that if no shares of Common Stock have
been publicly traded for more than ten (10) days immediately preceding such
date, then the Fair Market Value of a share of Common Stock shall be determined
by the Committee in such manner as it may deem appropriate.
 
 
     2.14 "Good Reason" means a good faith determination made by a Participant
that there has been any (i) material change by the Company of the Participant's
functions, duties or responsibilities which change would cause the Participant's
position with the Company to become of less dignity, responsibility, importance,
prestige or scope, including, without limitation, the assignment to the
Participant of duties and responsibilities inconsistent with his positions, (ii)
assignment or reassignment by the Company of the Participant without the
Participant's consent, to another place of employment more than 30 miles from
the Participant's current place of employment, or (iii) reduction in the
Participant's total compensation in a materially greater proportionate amount
than other Key Employees similarly situated; provided in each case that the
Participant shall specify the event relied upon for such determination by
written notice to the Board at any time not later than six months after the
first occurrence of such event or such event shall cease to constitute "Good
Reason" under this Plan.
 
 
     2.15 "Key Employee" means an officer or other key employee of the Company
or a Subsidiary as determined by the Committee.
 
 
     2.16 "Participant" means any individual to whom Stock Options have been
awarded by the Committee under this Plan.
 
 
     2.17 "Plan" means the Sovran Self Storage, Inc. 2005 Award and Option Plan.
 
 
     2.18 "Restricted Stock" means an award of shares of Company Common Stock
subject to restrictions, pursuant to paragraph 9 hereof.
 
 
     2.19 "Subsidiary" means a corporation or other business entity in which the
Company directly or indirectly has an ownership interest of 50 percent or more.
 
 
3.   Administration
 
 
     This Plan shall be administered by the Committee. The Committee shall have
the authority to : (a) interpret this Plan; (b) establish such rules and
regulations as it deems necessary for the proper administration of this Plan;
 
 
(c) select Key Employees to receive Stock Options and Restricted Stock under
this Plan; (d) determine and modify the form of Stock Options awarded under this
Plan, whether non-qualified or incentive stock options, the number of Stock
Options awarded to any Key Employee, and all the terms and conditions of Stock
Options awarded under this Plan, including the time and conditions of exercise
or vesting; (e) determine and modify the number of shares of Restricted Stock
awarded to any Key Employee, and all the terms and conditions of Restricted
Stock awarded under this Plan, including the applicable restrictions thereon and
restriction period therefor; (f) grant waivers of Plan terms and conditions,
provided that such waivers are not inconsistent with Section 16 of the Exchange
Act and the rules promulgated thereunder; (g) accelerate the vesting of any
Stock Option or lapse of restrictions on any shares of Restricted Stock when any
such action would be in the best interests of the Company; and (h) take any and
all other action it deems advisable for the proper administration of this Plan.
All determinations of the Committee shall be made by a majority of its members,
and its determinations shall be final, binding and conclusive. The Committee, in
its discretion, may delegate its authority and duties under this Plan to the
Chief Executive Officer or to other senior officers of the Company under such
conditions as the Committee may establish; provided, however, that to the extent
required by Section 16 and notwithstanding any other provision of this Plan or
an Award Notice only the Committee may select and award Stock Options and
Restricted Stock and render other decisions as to the timing, pricing and amount
of Stock Options and Restricted Stock to Participants who are subject to Section
16 of the Exchange Act.
 
 
4.   Eligibility
 
 
     Any Key Employee is eligible to become a Participant in this Plan.
 
 
5.   Shares Available
 
 
     The maximum number of shares of Common Stock which shall be available for
award of Stock Options (including incentive stock options) and Restricted Stock
under this Plan during its term shall not exceed 1,500,000 and the maximum
number of shares of Common Stock with respect to which Stock Options and
Restricted Stock may be granted to any individual Key Employee during any
calendar year shall not exceed 100,000; all subject to adjustment as provided in
paragraph 12. Any shares of Common Stock related to Stock Options or Restricted
Stock which terminate by expiration, forfeiture, cancellation or otherwise
without the issuance of such shares, are settled in cash in lieu of Common
Stock, shall be available again for award under this Plan. Further, if and to
the extent permitted in accordance with paragraph 8(d), any shares of Common
Stock are used by a Participant for the full or partial payment to the Company
of the purchase price of shares of Common Stock upon exercise of a Stock Option,
or for any withholding taxes due as a result of such exercise, such shares shall
again be available for award under this Plan. The shares of Common Stock
available for issuance under this Plan may be authorized and unissued shares or
treasury shares.
 
 
6.   Term
 
 
     This Plan shall become effective as of May 18, 2005. No Stock Options shall
be exercisable or payable and no restrictions on shares Restricted Stock shall
lapse before approval of this Plan has been obtained from the Company's
stockholders. Stock Options and Restricted Stock shall not be awarded pursuant
to this Plan after May 17, 2015.
 
 
7.   Participation
 
 
     The Committee shall select Participants, determine the type of awards
(Stock Options or Restricted Stock) to be awarded, and establish in the related
Award Notices the applicable terms and conditions of the Stock Options and
Restricted Stock in addition to those set forth in this Plan and any
administrative rules issued by the Committee.
 
 
8.   Stock Options
 
 
     (a) General. Stock Options may be awarded to any Key Employee. These Stock
Options may be incentive stock options within the meaning of Section 422
of the Code or non-qualified stock options (i.e., stock options which are not
incentive stock options), or a combination of both.
 
     (b) Terms and Conditions of Stock Options. A Stock Option shall be
exercisable in whole or in such installments and at such times as may be
determined by the Committee. The price at which Common Stock may be purchased
upon exercise of a Stock Option shall be established by the Committee, but such
price shall not be less than the Fair Market Value of the Common Stock on the
date of the Stock Option's award. An Award Notice evidencing a Stock Option may,
in the discretion of the Committee, provide that a Participant who pays the
option price of a Stock Option by an exchange of shares of Common Stock
previously owned by the Participant shall automatically be issued a new stock
option to purchase additional shares of Common Stock equal to the number of
shares of Common Stock so exchanged. Such new stock option shall have an option
price equal to the Fair Market Value of the Common Stock on the date such new
stock option is issued and shall be subject to such other terms and conditions
as the Committee deems appropriate.
 
 
     (c) Restrictions Relating to Incentive Stock Options. Stock Options awarded
in the form of incentive stock options shall, in addition to being subject to
all applicable terms and conditions established by the Committee, comply with
Section 422 of the Code. Accordingly, the aggregate Fair Market Value
(determined at the time the option was awarded) of the Common Stock with respect
to which incentive stock options are exercisable for the first time by a
Participant during any calendar year (under this Plan or any other plan of the
Company or any of its Subsidiaries) shall not exceed $100,000 (or such other
limit as may be required by the Code). Also, each incentive stock option shall
expire not later than ten years from its date of award. The number of shares of
Common Stock that shall be available for incentive stock options awarded under
this Plan is 1,500,000.
 
 
     (d) Exercise of Stock Options. Upon exercise, the option price of a Stock
Option may be paid in cash, or, if permitted by the Committee, in its sole
discretion, shares of Common Stock or a combination of cash and shares of Common
Stock, or such other consideration as the Committee may deem appropriate. The
Committee may establish appropriate methods for accepting Common Stock as
consideration for the exercise of a Stock Option, and may impose such conditions
as it deems appropriate on the use of such Common Stock to exercise a Stock
Option. If the Committee, in its sole discretion, permits the use of shares of
Common Stock as consideration for the exercise of a Stock Option, such shares
shall be valued at Fair Market Value on the date of exercise. To the extent
permitted by the Sarbanes-Oxley Act of 2002 and other applicable law, the
Committee, in its sole discretion, may establish procedures whereby a
Participant, to the extent permitted by and subject to the requirements of Rule
16b-3 under the Exchange Act, Regulation T issued by the Board of Governors of
the Federal Reserve System pursuant to the Exchange Act, federal income tax
laws, and other federal, state and local tax and securities laws, can exercise a
Stock Option or a portion thereof without making a direct payment of the option
price to the Company. If the Committee so elects to establish such a cashless
exercise program, the Committee shall determine, in its sole discretion and from
time to time, such administrative procedures and policies as it deems
appropriate. Such procedures and policies shall be binding on any Participant
wishing to utilize the cashless exercise program.
 
 
9.   Restricted Stock
 
 
     (a) General. Shares of Restricted Stock may be awarded to any Key Employee
and shall be awarded in such amounts and at such times during the term of this
Plan as the Committee shall determine.
 
 
     (b) Restrictions on Restricted Stock. Restricted Stock shall be subject to
such terms and conditions as the Committee deems appropriate including, but not
by way of limitation, restrictions on transferability and continued employment.
The Committee may modify or accelerate the delivery of shares of Restricted
Stock under such circumstances as it deems appropriate.
 
 
     (c) Rights as Stockholders. During the period in which any shares of
Restricted Stock are subject to the restrictions imposed under paragraph 9(b)
hereof, the Committee may, in its discretion, grant to the Participant to whom
shares of Restricted Stock have been awarded all or any of the rights of a
stockholder with respect to such shares, including, but not by way of
limitation, the right to vote such shares and to receive dividends. Except as
otherwise provided in this Plan, in the absence of any explicit action by the
Committee, the Participant to whom shares of Restricted Stock have been awarded
shall have the rights of a stockholder with respect to such shares of Restricted
Stock.
 
 
     (d) Evidence of Restricted Stock Award. Any shares of Restricted Stock
granted under this Plan may be evidenced in such manner as the Committee deems
appropriate, including, without limitation, book-entry registration or issuance
of a stock certificate or certificates.
 
 
10.  Termination of Employment
 
 
     Subject to paragraph 14, if a Participant's employment with the Company or
a Subsidiary terminates for a reason other than death, disability, retirement or
an approved reason, all the Participant's unexercised Stock Options and shares
of Restricted Stock then subject to restrictions shall be canceled or forfeited
as the case may be, unless the Participant's Award Notice provides otherwise.
The Committee shall have the authority to promulgate rules and regulations to
(i) determine what events constitute disability, retirement, or termination for
an approved reason for purposes of this Plan, and (ii) determine the treatment
of a Participant under this Plan in the event of his death, disability,
retirement, or termination for an approved reason.
 
 
11.  Nonassignability
 
 
     Except as otherwise provided by the Committee, in its sole discretion, in
the Award Notice, no Stock Option or share of Restricted Stock (that remains
subject to restriction) awarded under this Plan shall be subject in any manner
to alienation, anticipation, sale, transfer (except by will or the laws of
descent and distribution), assignment, pledge, or encumbrance and a
Participant's Stock Options shall be exercisable during the Participant's
lifetime only by him.
 
 
12.  Adjustment of Shares Available
 
 
     (a) Changes in Stock. In the event of changes in the Common Stock by reason
of a Common Stock dividend or stock split-up or combination, appropriate
adjustment shall be made by the Committee in the aggregate number of shares
available under this Plan, the number of shares with respect to which Stock
Options and Restricted Stock may be granted to any individual Key Employee
during any calendar year, and the number of shares subject to outstanding Stock
Options and Restricted Stock, without, in the case of Stock Options, change in
the aggregate purchase price to be paid therefor. Such proper adjustment as may
be deemed equitable may be made by the Committee in its discretion to give
effect to any other change affecting the Common Stock.
 
 
     (b) Changes in Capitalization. In case of a merger or consolidation of the
Company with another corporation, a reorganization of the Company, a
reclassification of the Common Stock of the Company, a spin-off of a significant
asset, or other changes in the capitalization of the Company, appropriate
provision shall be made for the protection and continuation of any outstanding
Stock Options and shares of Restricted Stock by either (i) the substitution, on
an equitable basis, of appropriate stock, stock options or other securities or
other consideration, including cash, to which holders of Common Stock of the
Company will be entitled pursuant to such transaction or succession of
transactions, or (ii) by appropriate adjustment in the number of shares issuable
pursuant to this Plan, the number of shares covered by outstanding Stock Options
and Restricted Stock and the option price of outstanding Stock Options, as
deemed appropriate by the Committee.
 
 
13.  Tax Withholding
 
 
     (a) Payment by Participant. Each Participant shall pay to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements, no later than the date as of which the Company or any Subsidiary
is required by law to withhold any Federal, state, or local taxes of any kind
with respect to amounts includable in the Participant's gross income for Federal
income tax purposes with respect to any Stock Option or Restricted Stock awarded
pursuant to this Plan. The Company and its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the Participant.
 
 
     (b) Payment in Stock. A Participant may elect to have such tax withholding
obligation satisfied, in whole or in part, by (i) authorizing the Company to
withhold from shares of Common Stock to be issued pursuant to this Plan a number
of shares with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount due, or (ii) transferring to
the Company shares of Common Stock owned by the Participant with an aggregate
Fair Market Value (as of the date the withholding is effected) that would
satisfy the withholding amount due. With respect to any Participant who is
subject to Section 16 of the Exchange Act, the following additional restrictions
shall apply:
 
 
          (A) the Company (1) shall have been subject to the reporting
requirements of paragraph 13(a) of the Exchange Act for at least a year prior to
the election and shall have filed all reports and statements required to be
 
filed pursuant to that Section for that year, and (2) shall have issued on a
regular basis public releases of quarterly and annual summary statements of
sales and earnings;
 
 
          (B) the election to satisfy tax withholding obligations relating to an
award of Stock Options or Restricted Stock in the manner permitted by this
paragraph 13(b) shall be made either (1) during the period beginning on the
third business day following the date of release of quarterly or annual summary
statements of sales and earnings of the Company and ending one month prior to
the end of the calendar quarter following such date, or (2) at least six months
prior to the date as of which the receipt of such an award first becomes a
taxable event for Federal income tax purposes;
 
 
          (C) such election shall be irrevocable;
 
 
          (D) such election shall be subject to the consent or disapproval of
the Committee; and
 
 
          (E) the Common Stock withheld to satisfy tax withholding must pertain
to an award of Stock Options or Restricted Stock which has been held by the
Participant for at least six months from the date of grant of such award.
 
 
14.  Noncompetition Provision
 
 
     The Committee may provide in any Award Notice that the Participant shall
forfeit all his unexercised Stock Options and shares of Restricted Stock if, (i)
in the opinion of the Committee, the Participant, without the written consent of
the Company, engages directly or indirectly in any manner or capacity as
principal, agent, partner, officer, director, employee, owner, promoter, or
otherwise, in any business or activity competitive with the business conducted
by the Company or any Subsidiary; or (ii) the Participant performs any act or
engages in any activity which in the opinion of the Committee is inimical to the
best interests of the Company.
 
 
15.  Dividends
 
 
     If a Participant is granted shares of Restricted Stock, in the absence of
any explicit action by the Committee pursuant to paragraph 9(c) hereof, the
Participant to whom shares of Restricted Stock have been awarded shall be
entitled to receive dividends paid on such shares of Restricted Stock. Dividends
shall be paid in such form and manner (i.e., lump sum or installments), and at
such time as the Committee shall determine. All dividends which are not paid
currently may, at the Committee's discretion, accrue interest, be reinvested
into additional shares of Common Stock and paid to the Participant if and when,
and to the extent that, the restrictions on the Restricted Stock lapse.
 
 
16.  Amendments of Awards
 
 
     The Committee may at any time unilaterally amend the Award Notice for any
unexercised Stock Option or any share of Restricted Stock then subject to
restrictions to the extent it deems appropriate; provided, however, that any
such amendment which is adverse to a Participant shall require the Participant's
consent.
 
 
17.  Regulatory Approvals and Listings
 
 
     Notwithstanding anything contained in this Plan to the contrary, the
Company shall have no obligation to issue or deliver certificates of Common
Stock upon the exercise of any Stock Option or award of Restricted Stock prior
to (a) the obtaining of any approval from any governmental agency which the
Company shall, in its sole discretion, determine to be necessary or advisable,
(b) the admission of such shares to listing on the stock exchange on which the
Common Stock may be listed, and (c) the completion of any registration or other
qualification of said shares under any state or federal law or ruling of any
governmental body which the Company shall, in its sole discretion, determine to
be necessary or advisable.
 
 
18.  No Rights to Continued Employment or Awards
 
 
     Participation in this Plan shall not give any Key Employee any right to
remain in the employ of the Company or any Subsidiary. The Company or, in the
case of employment with a Subsidiary, the Subsidiary, reserves the right
<PAGE>
 
 
to terminate any Key Employee at any time. Further, the adoption of this Plan
shall not be deemed to give any person any right to be selected as a Participant
or to be awarded any Stock Options or shares of Restricted Stock.
 
 
19.  Amendment
 
 
     The Board may suspend or terminate this Plan at any time. In addition, the
Board may, from time to time, amend this Plan in any manner, but may not without
stockholder approval adopt any amendment which (a) would materially increase the
benefits accruing to Participants under this Plan, (b) would materially increase
the number of shares of Common Stock which may be issued under this Plan (except
as specified in paragraph 12), (c) would materially modify the requirements as
to eligibility for participation in this Plan, or (d) is required to be approved
by stockholders under the rules and regulations of the New York Stock Exchange
or applicable law.
 
 
20.  Change in Control and Change in Ownership
 
 
     (a) Background. All Participants shall be eligible for the treatment
afforded by this paragraph 20 if there is a Change in Ownership or if their
employment terminates within two years following a Change in Control, unless the
termination is due to (i) death; (ii) disability entitling the Participant to
benefits under his employer's long-term disability plan; (iii) Cause; (iv)
resignation by the Participant other than for Good Reason; or (v) retirement
entitling the Participant to benefits under his employer's retirement plan.
 
 
     (b) Vesting and Lapse of Restrictions. If a Participant is eligible for
treatment under this paragraph 20, (i) all of the terms and conditions in effect
on any unexercised Stock Options and any restrictions on shares of Restricted
Stock shall immediately lapse as of the Acceleration Date; (ii) no other terms
or conditions shall be imposed upon any Stock Options or shares of Restricted
Stock on or after such date, and in no event shall any Stock Option or share of
Restricted Stock be forfeited on or after such date; (iii) all of his
unexercised Stock Options and shares of Restricted Stock shall automatically
become one hundred percent (100%) vested immediately upon such date; and (iv)
all of his unexercised Stock Options and shares of Restricted Stock shall be
valued and cashed out on the basis of the Change in Control Price.
 
 
     (c) Payment. If a Participant is eligible for treatment under this
paragraph 20, whether or not he is still employed by the Company or a
Subsidiary, he shall be paid, in a single lump-sum cash payment, as soon as
practicable but in no event later than 90 days after the Acceleration Date, for
all his outstanding Stock Options (including incentive stock options) and shares
of Restricted Stock.
 
 
     (d) Section 16 of Exchange Act. Notwithstanding anything contained in this
paragraph 20 to the contrary, any Participant who on the Acceleration Date holds
any Stock Options or shares of Restricted Stock that have not been outstanding
for a period of at least six months from their date of award and who on the
Acceleration Date is required to report under Section 16 of the Exchange Act
shall not be paid for his Stock Options or Restricted Stock until the first day
next following the end of such six-month period.
 
 
     (e) Miscellaneous. Upon a Change in Control or a Change in Ownership, (i)
the provisions of paragraphs 10, 14 and 16 hereof shall become null and void and
of no force and effect insofar as they apply to a Participant who has been
terminated under the conditions described in paragraph 20(a) above; and (ii) no
action, including, but not by way of limitation, the amendment, suspension or
termination of this Plan, shall be taken which would affect the rights of any
Participant or the operation of this Plan with respect to any Stock Option or
share of Restricted Stock to which the Participant may have become entitled
hereunder on or prior to the date of the Change in Control or Change in
Ownership or to which he may become entitled as a result of such Change in
Control or Change in Ownership.
 
 
     (f) Legal Fees. The Company shall pay all legal fees and related expenses
incurred by a Participant in seeking to obtain or enforce any payment, benefit
or right he may be entitled to under this Plan after a Change in Control or
Change in Ownership; provided, however, the Participant shall be required to
repay any such amounts to the Company to the extent a court of competent
jurisdiction issues a final and non-appealable order setting forth the
determination that the position taken by the Participant was frivolous or
advanced in bad faith.
 
 
 
21.  No Right, Title or Interest in Company Assets
 
 
     No Participant shall have any rights as a stockholder as a result of
participation in this Plan until the date of issuance of a stock certificate in
his name and, in the case of Restricted Stock, such rights are granted to the
Participant under paragraph 9(c) hereof. To the extent any person acquires a
right to receive payments from the Company under this Plan, such rights shall be
no greater than the rights of an unsecured creditor of the Company.
 
 
22.  Governing Law
 
 
     This Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the laws of the State of New York.