M&T BANK CORPORATION
                             1983 STOCK OPTION PLAN
                      (COMPOSITE COPY AS OF APRIL 20, 1999)
 
 
1.       Definitions
 
         In this Plan, except where the context otherwise indicates, the
following definitions apply:
 
         (a) "Agreement" means the written agreement implementing a grant of an
Option and/or Right.
 
         (b) "Board" means the Board of Directors of the Company.
 
         (c) "Code" means the Internal Revenue Code of 1986, as amended.
 
         (d) "Committee" means the committee of the Board meeting the standards
of Rule 16b- 3(d)(1) and Treasury Regulations ss. 1.162-27(c)(4), or any similar
successor rules or regulations, appointed by the Board to administer this Plan.
Unless otherwise determined by the Board, the Compensation Committee of the
Board shall be the Committee.
 
         (e) "Common Stock" means the authorized but unissued or reacquired
Common Stock, par value $5.00 per share, of the Company.
 
         (f) "Company" means M&T Bank Corporation.
 
         (g) "Date of Exercise" means the date on which the Company receives
notice pursuant to Article 8 of the exercise of an Option or Right.
 
         (h) "Date of Grant" means the date on which an Option or Right is
granted by the action of the Committee or such later date as may be specified by
the Committee in taking such action.
 
         (i) "Director" means any person who is a director of the Company or any
Subsidiary.
 
         (j) "Employee" means any person determined by the Committee to be an
employee of the Company or any Subsidiary.
 
         (k) "Exchange Act" means the Securities and Exchange Act of 1934, as
amended.
 
         (l) "Fair Market Value" of a share of Common Stock means the amount
equal to the closing price for a share of Common Stock on the New York Stock
Exchange as reported by such
 
 
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source as the Committee may select, or, if such price quotation for a share of
Common Stock is not so reported, then the fair market value of such stock as
determined by the Committee pursuant to a reasonable method adopted in good
faith for such purpose, in each case subject to adjustment under Article 10.
 
         (m) "Grant Price" means (i) in the case of a Right that is not a
Related Right, the Fair Market Value per share on the Date of Grant of the
Right, (ii) in the case of a Right that is a Related Right to a Nonstatutory
Stock Option and not to another Right, either (A) the Option Price per share as
provided in the Related Option or (B) the Fair Market Value per share on the
Date of Grant of the Right, as designated by the Committee in the Agreement
granting the Right, (iii) in the case of a Right that is a Related Right to an
Incentive Stock Option, the Option Price per share as provided in the Related
Option, (iv) in the case of a Right that is a Related Right to another Right and
not to an Option, either (A) the Fair Market Value per share on the Date of
Grant of the Right or (B) the Fair Market Value per share on the Date of Grant
of its Related Right, as designated by the Committee in the Agreement granting
the Right, or (v) in the case of a Right that is a Related Right both to a
Nonstatutory Stock Option and to another Right, (A) the Option Price per share
as provided in the Related Option, (B) the Fair Market Value per share on the
Date of Grant of the Right, or (C) the Fair Market Value per share on the Date
of Grant of its Related Right, as designated by the Committee in the Agreement
granting the Right.
 
         (n) "Incentive Stock Option" means an Option granted under the Plan
that qualifies as an incentive stock option under section 422 of the Code and
that the Company designates as such in the Agreement granting the Option.
 
         (o) "Key Employee" means (i) any Employee selected by the Committee to
receive Options or Rights under the Plan, or (ii) a former trustee or officer of
The East New York Savings Bank who, upon closing of the acquisition by the
Company of The East New York Savings Bank, was granted nonstatutory stock
options under the Plan pursuant to the terms of Section 5(i) of the Merger
Agreement by and between First Empire State Corporation, The East New York
Savings Bank and the incorporators of West Interim Savings Bank.
 
         (p) "Limited Right" means a limited stock appreciation right granted
under the Plan.
 
         (q) "Limited Right Period" means the period during which a Limited
Right may be exercised as provided in Paragraph 7(h) hereof.
 
         (r) "Nonlimited Right" means a nonlimited stock appreciation right
granted under the Plan.
 
         (s) "Nonlimited Right Period" means the period during which a
Nonlimited Right may be exercised as provided in Paragraph 7(g) hereof.
 
         (t) "Nonstatutory Stock Option" means an Option granted under the Plan
which is not
 
 
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an Incentive Stock Option.
 
         (u) "Offer" means any tender offer or exchange offer for the Company's
Common Stock made by an Offeror which might, if consummated pursuant to its
terms or pursuant to any power reserved in its terms, cause the Offeror to
become the beneficial owner of twenty percent or more of the outstanding Common
Stock. As used in this definition, "beneficial owner" shall have the meaning
ascribed to it from time to time under the rules and regulations promulgated by
the SEC under Section 13(d) of the Exchange Act, or in the event of the repeal
or alteration of such section, such meaning as may from time to time be ascribed
to "beneficial owner" under the rules and regulations promulgated by the SEC
under any similar federal law.
 
         (v) "Offer Price per Share" with respect to the exercise of a Limited
Right means the greater of (i) the highest price per share of Common Stock paid
in any Offer which Offer is in effect at any time during the period beginning on
the ninetieth day prior to the Date of Exercise of such Limited Right and ending
on the Date of Exercise of such Limited Right or (ii) the highest Fair Market
Value per share of Common Stock during such period. Any securities or property
that is part or all of the consideration paid for shares in the Offer shall be
valued in determining the Offer Price per Share at the higher of (A) the
valuation placed on such securities or property by the corporation, person or
other entity making such Offer or (B) the valuation placed on such securities or
property by the Committee.
 
         (w) "Offeror" means any person, other than the Company or any of its
Subsidiaries, who makes an Offer. As used in this definition, "person" shall
include any natural person, corporation, partnership, trust, association,
business entity, or any group of persons, whose ownership of Common Stock would
be required to be reported collectively pursuant to Section 13(d) of the
Exchange Act and the rules and regulations promulgated by the SEC thereunder, as
from time to time in effect, or in the event of the repeal or alteration of such
section, such reporting requirements as may from time to time be prescribed by
any similar federal law.
 
         (x) "Option" means an Incentive Stock Option or Nonstatutory Stock
Option granted under the Plan.
 
         (y) "Option Period" means the period during which an Option may be
exercised.
 
         (z) "Option Price" means the price per share at which an Option may be
exercised. The Option Price shall be determined by the Committee, but in no
event shall the Option Price be less than the greater of the Fair Market Value
of the Common Stock determined as of the Date of Grant or the par value of the
Common Stock, except that in connection with grants of Options to those Key
Employees who were granted Options upon the closing of the Company's acquisition
of The East New York Savings Bank as described in Section 1(o)(ii) hereof, the
Option Price of Options granted upon closing of the acquisition may not be less
than the price at which Common Stock was sold to the public pursuant to the
underwritten offering in connection with the Company's acquisition of The East
New York Savings Bank.
 
 
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          (aa) "Optionee" means a Key Employee to whom an Option or Right has
been granted.
 
          (bb) "Plan" means the M&T Bank Corporation 1983 Stock Option Plan, as
amended.
 
          (cc) "Related Option" means an Option in connection with which, or by
amendment to which, a specified Right is granted.
 
          (dd) "Related Right" means a Right granted in connection with, or by
amendment to, a specified Option or other Right.
 
          (ee) "Right" means a Limited Right or Nonlimited Right granted under
the Plan.
 
          (Franklin First Savings Bank) "Rule 16b-3" means Rule 16b-3 of the
rules and regulations as promulgated and amended from time to time by the SEC
under Section 16(b) of the Exchange Act.
 
          (gg) "SEC" means the Securities and Exchange Commission.
 
          (hh) "Subsidiary" means a corporation at least fifty percent of the
total combined voting power of all classes of stock of which is owned by the
Company, either directly or through one or more other Subsidiaries.
 
2.       Purpose
 
         This Plan is intended to aid in maintaining and developing strong
management through encouraging the ownership of Common Stock by Key Employees
and through stimulating their efforts by giving suitable recognition, in
addition to their other remuneration, to the ability and industry which
contribute materially to the success of the Company's business interests, and to
provide an incentive to the continued service of such Key Employees.
 
3.       Administration
 
         This Plan shall be administered by the Committee. In addition to any
other powers granted to the Committee, it shall have the following powers,
subject to the express provisions of the Plan:
 
         (a) subject to the provisions of Articles 4, 6 and 7, to determine in
its discretion the Key Employees to whom Options or Rights shall be granted
under the Plan, the number of shares to be subject to each Option or Right, and
the terms upon which, the times at which, and the periods within which such
Options or Rights may be acquired and exercised;
 
         (b) to determine all other terms and provisions of each Agreement,
which need not be identical;
 
 
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         (c) without limiting the foregoing, to provide in its discretion in an
Agreement:
 
                  (i) for an agreement by the Optionee to render services to the
                  Company or a Subsidiary upon such terms and conditions as may
                  be specified in the Agreement, provided that the Committee
                  shall not have the power to commit the Company or any
                  Subsidiary to employ or otherwise retain any Optionee;
 
                  (ii) for restrictions on the transfer, sale or other
                  disposition of the Common Stock issued to the Optionee upon
                  the exercise of an Option or Right;
 
                  (iii) for an agreement by the Optionee to resell to the
                  Company, under specified conditions, stock issued upon the
                  exercise of an Option or Right; and
 
                  (iv) for the form of payment of the Option Price upon the
                  exercise of an Option, including without limitation in cash,
                  by delivery (including constructive delivery) of shares of
                  Common Stock valued at Fair Market Value on the Date of
                  Exercise of the Option, or by a combination of cash and Common
                  Stock;
 
         (d)      to construe and interpret the Agreements and the Plan;
 
         (e) to require, whether or not provided for in the pertinent Agreement,
of any person exercising an Option or Right granted under the Plan, at the time
of such exercise, the making of any representations or agreements which the
Committee may deem necessary or advisable in order to comply with the securities
laws of the United States or of any state;
 
         (f) to provide for satisfaction of an Optionee's tax liabilities
arising in connection with the Plan through, without limitation, retention by
the Company of shares of Common Stock otherwise issuable on the exercise of a
Nonstatutory Stock Option or Nonlimited Right or through delivery of shares of
Common Stock to the Company by the Optionee under such terms and conditions as
the Committee deems appropriate; and
 
         (g) to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan.
 
         Any determinations or actions made or taken by the Committee pursuant
to this Article shall be binding and final.
 
4.       Eligibility
 
         Options and Rights may be granted only to Key Employees, provided,
however, that the members of the Committee are not eligible to receive Options
or Rights under the Plan. A Key Employee who has been granted an Option or Right
may be granted additional Options and Rights.
 
 
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5.       Stock Subject to the Plan
 
         (a) There is hereby reserved for issuance upon the exercise of Options
and Rights granted under this Plan an aggregate of 2,500,000 shares of Common
Stock, subject to the provisions of Article 10; provided, however, that no Key
Employee shall be granted in any fiscal year of the Company Options and Rights
(including Rights that may be exercised only for cash) for more than 50,000
shares, provided that a newly-hired Key Employee who will serve as an executive
officer of the Company may receive an additional one-time grant of Options
and/or Rights covering up to 50,000 shares of the Common Stock upon commencement
of employment with the Company, and provided further that such limits shall be
subject to such adjustment, if any, as the Committee deems appropriate to
reflect such events as stock dividends, stock splits, recapitalizations,
mergers, consolidations or reorganizations of or by the Company; and
 
         (b) Shares of Common Stock available under this Plan shall be reduced
by the sum of the aggregate number of shares of Common Stock which become
subject to outstanding Options and Rights. To the extent that shares of Common
Stock are not issued or delivered by reason of the settlement in cash (if
permitted in the applicable Agreement, expiration, termination, cancellation or
forfeiture of such Options or Rights, or by reason of the delivery or
withholding of shares of Common Stock to pay all or a portion of the exercise
price of an award, if any, or to satisfy all or a portion of the tax withholding
obligations relating to an award, then such shares of Common Stock shall again
be available under the Plan. The Committee is authorized to modify or amend this
Section 5(b) in such manner as the Committee deems appropriate for the
administration of the Plan.
 
6.       Options
 
         (a) Pursuant to the terms of the Plan, the Committee is hereby
authorized to grant Nonstatutory Stock Options and Incentive Stock Options to
Key Employees.
 
         (b) All Agreements granting Options shall contain a statement that the
Option is intended to be either (i) a Nonstatutory Stock Option or (ii) an
Incentive Stock Option.
 
         (c) The Option Period shall be determined by the Committee and
specifically set forth in the Agreement, provided, however, that an Option shall
not be exercisable after ten years from the Date of Grant in the case of an
Incentive Stock Option and after ten years and one day from the Date of Grant in
the case of a Nonstatutory Stock Option.
 
         (d) The aggregate Fair Market Value (determined as of the date an
Incentive Stock Option is granted) of the Common Stock with respect to which all
Incentive Stock Options granted to any one person at any time (under all stock
option plans of the person's employer corporation and its "parent" and
"subsidiary" corporations) may first become exercisable in any calendar year
shall not exceed $100,000. For purposes of this Paragraph (d), the terms
"parent" and "subsidiary" corporations shall have the respective meanings given
to them in section 424 of the Code.
 
 
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          (e) All Incentive Stock Options granted under the Plan shall comply
with the provisions of the Code governing incentive stock options and with all
other applicable rules and regulations.
 
          (f) All other terms of Options granted under this Plan shall be
determined by the Committee in its sole discretion.
 
7.        Rights
 
          (a) Pursuant to the terms of the Plan, the Committee is hereby
authorized to grant Rights.
 
          (b) A Nonlimited Right may be granted under the Plan as follows:
 
                    (i) in connection with, and at the same time as, the grant
          of an Option or a Limited Right under the Plan;
 
                    (ii) by amendment of an outstanding Nonstatutory Stock
          Option or Limited Right granted under the Plan; or
 
                    (iii) independently of any Option or Limited Right granted
          under the Plan.
 
          (c) A Limited Right may be granted under the Plan as follows:
 
                    (i) in connection with, and at the same time as, the grant
          of an Option or a Nonlimited Right under the Plan;
 
                    (ii) by amendment of an outstanding Nonstatutory Stock
          Option or nonlimited Right granted under the Plan; or
 
                    (iii) independently of any Option or Nonlimited Right
          granted under the Plan.
 
         (d) A Related Right may apply, in the Committee's discretion, to all or
a portion of the Common Stock subject to its Related Right or Related Option.
 
         (e) A Nonlimited Right granted under the Plan may be exercised in whole
or in part as provided in the Agreement and, subject to the provisions of the
Agreement and Paragraph (l) of this Article, entitles its Optionee to receive,
without any payment to the Company, either cash or that number of shares of
Common Stock (up to the highest whole number of shares), or a combination
thereof, in the amount of or having a Fair Market Value determined as of the
Date of Exercise equal to the number of shares of Common Stock subject to the
portion of the Nonlimited Right exercised multiplied by an amount equal to the
excess of (i) the Fair Market Value per share on the Date of Exercise of the
Nonlimited Right over (ii) the Grant Price of the Nonlimited Right.
 
 
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         (f) A Limited Right granted under the Plan may be exercised in whole or
in part as provided in the Agreement and entitles its Optionee to receive,
without any payment to the Company, cash in an amount equal to the number of
shares of Common Stock subject to the portion of the Limited Right exercised
multiplied by an amount equal to the excess of (i) in the case of a Limited
Right that is not a Related Right to an Incentive Stock Option, (A) the Offer
Price per Share over (B) the Grant Price of the Limited Right or (ii) in the
case of a Limited Right that is a Related Right to an Incentive Stock Option,
(A) the Fair Market Value per share on the Date of Exercise of such Limited
Right over (B) the Grant Price of the Limited Right.
 
         (g) Subject to the provisions of Paragraph (i) of this Article, the
Nonlimited Right Period shall be determined by the Committee and set forth in
the Agreement.
 
         (h) Subject to the provisions of Paragraph (i) of this Article, the
Limited Right Period shall be the period beginning on the first day following
the date of the first purchase of shares of Common Stock pursuant to any Offer
and ending on the date ninety days thereafter.
 
         (i) Notwithstanding any other provision of this Plan or any provision
of any Agreement, the following rules shall apply:
 
                  (i) a Right will expire no later than the earlier of (A) ten
         years from the Date of Grant or (B) in the case of a Related Right, the
         expiration of its Related Right or Related Option;
 
                  (ii) a Right may be exercised only when the Fair Market Value
         of a share of Common Stock on the Date of Exercise exceeds the Grant
         Price of the Right;
 
                  (iii) a Right that is a Related Right to an Incentive Stock
         Option may be exercised only when and to the extent the Related Option
         is exercisable; and
 
                  (iv) a Limited Right that is a Related Right to a Nonstatutory
         Stock Option or to a Nonlimited Right may be exercised with respect to
         all or any portion of the shares subject to the Limited Right whether
         or not its Related Right or Related Option is then exercisable to that
         extent.
 
         (j) The Company intends that this Article shall comply with the
requirements of Rule 16b-3 during the term of this Plan. Should any provision of
this Article not be necessary to comply with the requirements of Rule 16b-3 or
should any additional provisions be necessary for this Article to comply with
the requirements of Rule 16b-3, the Board or the Committee may amend this Plan
to delete, add to or modify the provisions of the Plan accordingly. The
Company's failure for any reason whatsoever to comply with any requirements of
Rule 16b-3, and any resultant unavailability of Rule 16b-3 to Optionees shall
not impose any liability on the Company to any Optionee or to any other party.
 
 
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         (k) The exercise, in whole or in part, of a Related Right shall cause a
reduction in the number of shares of Common Stock subject to its Related Right
or Related Option equal to the number of shares of Common Stock with respect to
which the Right being exercised is exercised. Similarly, the exercise, in whole
or in part, of a Related Option shall cause a reduction in the number of shares
subject to the Related Right equal to the number of shares with respect to which
the Related Option is exercised.
 
         (l) Subject to the limitations of the Agreement and this Paragraph (l),
an Optionee may (A) elect to receive cash upon exercise of a Right and exercise
such Right or (B) exercise a Right exercisable only for cash, and upon such
election and exercise or such exercise, the Company shall settle its obligations
arising out of the exercise of the Right by the payment of cash in the amount
set forth in Paragraph (e) of this Article if the Right is a Nonlimited Right,
or in the amount set forth in Paragraph (f) of this Article if the Right is a
Limited Right; provided, however, that the Committee shall have the sole
discretion to consent to or to disapprove the election of any Optionee to
receive cash in full or partial settlement of a Right.
 
         Any election by an Optionee for settlement in cash must be made in the
notice of exercise of the Right. In cases where an election of settlement in
cash must be consented to by the Committee, the Committee may consent to, or
disapprove, such election at any time after such election, or within such period
for taking such action as is specified in the notice of exercise and election,
and failure to give such consent shall be disapproval. Such consent may be given
in whole or as to a portion of the Right surrendered by the Optionee. If such
election to receive cash is disapproved in whole or in part, the Right shall be
deemed to have been exercised for stock, or, if so specified in the notice of
exercise and election, not to have been exercised, to the extent such election
to receive cash is disapproved.
 
 8.      Exercise
 
         An Option or Right may be exercised, subject to the provisions of the
Agreement under which it was granted, in whole or in part by the delivery to the
Company of written notice of the exercise, in such form as the Committee may
prescribe, accompanied, in the case of an Option, by either (a) full payment for
the Common Stock with respect to which the Option is exercised; (b) delivery of
shares of Common Stock (including constructive delivery) having a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which said option shall be exercised; or (c) a properly executed
exercise notice and irrevocable instructions to a broker promptly to deliver to
the Company cash equal to the exercise price.
 
9.        Nontransferability
 
         Except as otherwise provided in an Agreement, Options and Rights
granted under the Plan shall not be transferable otherwise than by will or the
laws of descent and distribution, and an Option or Right may be exercised,
during the Optionee's lifetime, only by the Optionee or, in the event of the
Optionee's legal disability, by the Optionee's legal representative. A Related
Right is transferable
 
 
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<PAGE>
 
only when its Related Right or Related Option is transferable and only with its
Related Right or Related Option and under the same conditions.
 
10.      Capital Adjustments
 
         The number, class and Fair Market Value of shares subject to each
outstanding Option or Right, the Option Price and the aggregate number and class
of shares for which grants thereafter may be made shall be subject to such
adjustment, if any, as the Committee in its sole discretion deems appropriate to
reflect such events as stock dividends, stock splits, recapitalizations,
mergers, consolidations or reorganizations of or by the Company.
 
11.      Termination or Amendment
 
         The Board shall have the power to terminate the Plan and to amend it in
any respect, provided that after the Plan has been approved by the stockholders
of the Company, the Board may not amend the Plan, without the approval of the
stockholders of the Company, if such amendment would be required to be approved
by the stockholders of the Company under the laws of the State of New York, in
order for the Plan to continue to satisfy the conditions of Rule 16b-3, in order
for Incentive Stock Options to qualify as such under section 422 of the Code, or
under the rules of any securities exchange on which shares of Common Stock are
listed. No termination or amendment of the Plan shall affect adversely the
rights or obligations of the holder of any Option or Right granted under the
Plan without the holder's consent.
 
12.      Modification, Extension and Renewal of Options and Rights
 
         Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Options and Rights
granted under the Plan; or may accept the surrender of outstanding Options and
Rights (to the extent not exercised theretofore) granted under the Plan, or
outstanding options and rights (to the extent not exercised theretofore) granted
under any other stock option, stock purchase, stock appreciation rights, or
other stock-related plan of the Company or of a company which has been merged or
consolidated with the Company or a Subsidiary or which has become a Subsidiary
through the acquisition by the Company or by a Subsidiary of stock or assets of
the company, and authorize the granting of new Options and Rights pursuant to
the Plan in substitution therefore (to the extent not exercised theretofore), 
and the substituted Options and Rights may specify terms different than the
surrendered options and rights or have any other provisions which are authorized
by the Plan; or may assume options and rights granted by such other company, and
such options and rights shall not reduce the number of shares of Common Stock
available for the grant of Options and Rights under this Plan, except to the
extent that such options and rights are granted under this Plan pursuant to a
provision of a plan or agreement of merger of such other company with the
Company, and to the extent that such options and rights, if granted under this
Plan, would reduce the number of shares of Common Stock available pursuant to
the provisions of Article 5. The Company may grant options and rights otherwise
than under the provisions of this Plan and may adopt other stock option plans or
stock purchase, stock
 
 
                                     - 10 -
<PAGE>
 
appreciation rights, or other stock-related plans, and such options and rights
and the options, rights, and stock granted or issued under such plans shall not
reduce the number of shares of Common Stock available for the grant of Options
and Rights under this Plan. Neither the adoption or amendment of this Plan nor
the submission of the Plan or amendments for stockholder approval shall be
deemed to impose any limitation on the powers of the Company to grant or assume
options or rights otherwise than under this Plan or to adopt other stock option
plans or stock purchase, stock appreciation rights, or other stock-related
plans, nor shall they be deemed to impose any requirement of stockholder
approval upon the same. Notwithstanding the foregoing, however, no modification
of an Option or Right granted under the Plan shall alter or impair the rights or
obligations of the holder of such Option or Right without the consent of the
holder.
 
13.      Effectiveness of the Plan
 
         The Plan and any amendments which require stockholder approval pursuant
to Article 11 are subject to approval by vote of the stockholders of the Company
within twelve months after their adoption by the Board. Subject to such
approval, the Plan and any amendments are effective on the date on which they
are adopted by the Board. Options and Rights may be granted prior to stockholder
approval of the Plan or amendments, but each such Option or Right granted shall
be subject to the approval, if required, of the Plan or amendments by the
stockholders. Except as otherwise required to satisfy the requirements of Rule
16b-3, the day on which any Option or Right granted prior to required
stockholder approval of the Plan or amendments is granted shall be the Date of
Grant for all purposes as if the Option or Right had not been subject to such
approval. No Option or Right granted may be exercised prior to such required
stockholder approval.
 
14.      Term of the Plan
 
         Unless sooner terminated by the Board pursuant to Article 11, the Plan
shall terminate ten years from the date on which the Board approves the most
recent amendment to the Plan that changes either the aggregate number of shares
of Common Stock that may be issued under the Plan or the class of persons
eligible to receive Options or Rights under the Plan, and which amendment
subsequently is approved by the stockholders of the Company. No Options or
Rights may be granted after termination. Termination of the Plan shall not
affect the validity of any Option or Right outstanding on the date of
termination.
 
15.      Indemnification of Committee
 
         In addition to such other rights of indemnification as they may have as
Directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees, actually and reasonably incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any Option or Right granted
hereunder, and against all amounts reasonably paid by them in settlement thereof
or paid by them in satisfaction of a judgment
 
 
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<PAGE>
 
in any such action, suit or proceeding, if such members acted in good faith and
in a manner which they believed to be in, and not opposed to, the best interests
of the Company.
 
16.      General Provisions
 
         (a) The establishment of the Plan shall not confer upon any Employee or
Key Employee any legal or equitable right against the Company, any Subsidiary or
the Committee except as expressly provided in the Plan.
 
         (b) The Plan does not constitute inducement or consideration for the
employment of any Employee, nor is it a contract between the Company or any
Subsidiary and any Employee or Key Employee. Participation in the Plan shall not
give any Employee or Key Employee any right to be retained in the service or
employ of the Company or any Subsidiary. The Company and its Subsidiaries retain
the right to hire and discharge any Employee at any time, with or without cause,
as if the Plan never had been adopted.
 
         (c) The interests of any Optionee under the Plan are not subject to the
claims of creditors and may not be assigned, alienated or encumbered in any way.
 
         (d) The Plan shall be governed, construed and administered in
accordance with the laws of the State of New York and the intention of the
Company that Incentive Stock Options granted under the Plan qualify as such
under section 422 of the Code.